Exhibit 4.1
COUNTY BANCORP, INC.
7.00% FIXED-TO-FLOATING RATE Subordinated Note due June 30, 2030
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT’) OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, INCLUDING (BUT NOT LIMITED TO) IN ACCORDANCE AND IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO COUNTY BANCORP, INC. (THE “COMPANY”), IF REQUESTED, OR (II) UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SAID ACT.
THIS SECURITY AND THE OBLIGATIONS OF THE COMPANY AS EVIDENCED HEREBY (1) ARE NOT DEPOSITS WITH OR HELD BY THE COMPANY AND ARE NOT INSURED OR GUARANTEED BY ANY FEDERAL AGENCY OR INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION AND (2) ARE SUBORDINATE IN THE RIGHT OF PAYMENT TO ALL SENIOR INDEBTEDNESS (AS DEFINED HEREIN).
CERTAIN ERISA CONSIDERATIONS:
THE HOLDER OF THIS SECURITY, OR ANY INTEREST HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY, OR ANY INTEREST HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLANS, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLANS TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE UNDER APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.
ANY FIDUCIARY OF ANY PLAN WHO IS CONSIDERING THE ACQUISITION OF ANY OF THE SECURITIES SHOULD CONSULT WITH HIS OR HER LEGAL COUNSEL PRIOR TO ACQUIRING SUCH SECURITIES.
No. 1$5,000,000
COUNTY BANCORP, INC.
7.00% FIXED-TO-FLOATING RATE Subordinated Note due JUNE 30, 2030
THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND.
1.Notes. This note is one of a duly authorized issue of notes of County Bancorp, Inc., a Wisconsin corporation (the “Company”), designated as the “7.00% Fixed-to-Floating Rate Subordinated Notes due June 30, 2030” (the “Subordinated Notes”) in an aggregate principal amount of $5,000,000 and initially issued on July 21, 2020.
2.Payment.
(a)The Company, for value received, promises to pay to [______], or registered assigns (the “Holder”), the principal sum of FIVE MILLION DOLLARS (U.S.) ($5,000,000), plus accrued but unpaid interest on June 30, 2030 (“Stated Maturity”) and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes, or from the most recent date to which interest has been paid or duly provided for, to but excluding June 30, 2025, at the rate of 7.00% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on June 30 and December 30 of each year (each, a “Fixed Interest Payment Date”), beginning December 30, 2020, and (ii) from and including June 30, 2025 to, but excluding the Stated Maturity or early redemption date (as contemplated by Section 5 herein) (the “Floating Rate Period”), at the rate per annum, reset quarterly, equal to the then-current Three-Month Term SOFR plus a spread of 687.5 basis points for each Floating Rate Interest Period, or such other rate as determined as set forth below, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year (each, a “Floating Interest Payment Date”). Notwithstanding the foregoing, if Three-Month Term SOFR (or other applicable Benchmark) is less than zero, then Three‑Month Term SOFR (or other such Benchmark) shall be deemed to be zero. An “Interest Payment Date” is either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable. A “Floating Rate Interest Period” means, the period from, and including, each Floating Interest Payment Date to, but excluding, the next succeeding Floating Interest Payment Date, except for the initial Floating Rate Interest Period, which will be the period from, and including, June 30, 2025 to, but excluding, the next succeeding Floating Interest Payment Date. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%. The Company or the Calculation Agent, as applicable, shall calculate the amount of interest payable on any Interest Payment Date. U.S. Dollar amounts resulting from interest calculations will be rounded to the nearest cent, with one-half cent being rounded upward.
(b)Effect of Benchmark Transition Event.
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(i)
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If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time in respect of any determination of the Benchmark on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the Floating Rate Period in respect of such determination on such date and all determinations on all subsequent dates. In connection with the
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implementation of a Benchmark Replacement, the Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time.
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(ii)
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Notwithstanding anything set forth in Section 2(a) above, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 2(b) will thereafter apply to all determinations of the interest rate on the Subordinated Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Subordinated Notes for each interest period during the Floating Rate Period will be an annual rate equal to the Benchmark Replacement plus 687.5 basis points.
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(iii)
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If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply.
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(c)For purposes hereof:
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(i)
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“Benchmark” means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
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(ii)
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“Benchmark Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark; provided that if: (i) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date, or (ii) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month Term SOFR shall be determined), then “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement Date: (i) the sum of (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment; (ii) the sum of: (a) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; (iii) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; (iv) the sum of: (a) the alternate rate that has been selected by the Calculation Agent as the replacement for the then-current Benchmark for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement for the then-current Benchmark for U.S. Dollar-denominated floating rate securities at such time, and (b) the Benchmark Replacement Adjustment. If the Benchmark Replacement, as determined pursuant to clause (i), (ii), (iii) or (iv) above would be less than zero, the Benchmark Replacement will be deemed to be zero.
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(iii)
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“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement Date: (i) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; (ii) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and (ii) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent giving due consideration to any industry-accepted spread adjustment or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. Dollar-denominated floating rate securities at such time.
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(iv)
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“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “interest period,” timing and frequency of determining rates with respect to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation Agent decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Calculation Agent determines is reasonably necessary).
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(v)
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“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: (i) in the case of clause (i) of the definition of “Benchmark Transition Event,” the relevant Reference Time in respect of any determination; (ii) in the case of clause (ii) or (iii) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or (iii) in the case of clause (iv) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein. For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination. Further, for the avoidance of doubt, for purposes of this definition, references to the Benchmark also include any reference rate underlying the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to the Benchmark would include SOFR).
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(vi)
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“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (i) if the Benchmark is Three-Month Term SOFR, (a) the Relevant Governmental Body has not selected or recommended a forward-looking term rate for a tenor of three months based on SOFR, (b) the development of a forward-looking term rate for a tenor of three months based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete or (c) the Calculation Agent determines that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;
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(ii) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; (iii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or (iv) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative. For the avoidance of doubt, for purposes of this definition, references to the Benchmark also include any reference rate underlying the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to the Benchmark would include SOFR).
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(vii)
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“Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions in the State of Wisconsin are authorized or obligated by law, regulation or executive order to close.
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(viii)
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“Calculation Agent” means the agent appointed by the Company prior to the commencement of the Floating Rate Period (which may include the Company or any of its affiliates) to act in accordance with Section 2 hereof.
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(ix)
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“Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate being established by the Calculation Agent in accordance with: (i) the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining Compounded SOFR; provided that: (ii) if, and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with clause (i) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Calculation Agent giving due consideration to any industry-accepted market practice for U.S. Dollar-denominated floating rate securities at such time. For the avoidance of doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment (if applicable).
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(x)
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“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding Business Day adjustment) as the applicable tenor for the then current Benchmark.
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(xi)
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“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any successor regulatory authority with jurisdiction over bank holding companies.
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(xii)
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“FRBNY” means the Federal Reserve Bank of New York.
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(xiii)
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“FRBNY’s Website” means the website of the FRBNY at http://www.newyorkfed.org, or any successor source.
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(xiv)
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“interest period” means the period from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from and including the original issue date of the Subordinated Notes to, but excluding, the applicable Interest Payment Date or the Maturity Date or date of earlier redemption, if applicable.
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(xv)
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“Interpolated Benchmark” with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear basis between: (i) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor, and (ii) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.
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(xvi)
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“ISDA” means the International Swaps and Derivatives Association, Inc. or any successor.
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(xvii)
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“ISDA Definitions” means the 2006 ISDA Definitions published by ISDA, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
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(xviii)
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“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
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(xix)
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“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
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(xx)
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“Reference Time” with respect to any determination of the Benchmark means: (i) if the Benchmark is Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions, and (ii) if the Benchmark is not Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming Changes.
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(xxi)
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“Relevant Governmental Body” means the Federal Reserve Board and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve Board and/or the FRBNY or any successor thereto.
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(xxii)
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“SOFR” means the secured overnight financing rate published by the FRBNY, as the administrator of the Benchmark (or a successor administrator), on the FRBNY’s Website.
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(xxiii)
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“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.
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(xxiv)
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“Term SOFR Administrator” means any entity designated by the Relevant Governmental Body as the administrator of Term SOFR (or a successor administrator).
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(xxv)
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“Three-Month Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference Time for any interest period, as determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.
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(xxvi)
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“Three-Month Term SOFR Conventions” means any determination, decision or election with respect to any technical, administrative or operational matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to the definition of “interest period,” timing and frequency of determining Three-Month Term SOFR with respect to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation Agent decides may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for the use of Three-Month Term SOFR exists, in such other manner as the Calculation Agent determines is reasonably necessary).
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(xxvii)
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“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
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(d)The Company shall take such actions as are necessary to ensure that from the commencement of the Floating Rate Period for so long as any of the Subordinated Notes remain outstanding there will at all times be a Calculation Agent appointed to calculate Three-Month Term SOFR in respect of each Floating Rate Period. The calculation of Three-Month Term SOFR for each applicable Floating Rate Period by the Calculation Agent will (in the absence of manifest error) be final and binding. The Calculation Agent’s determination of any interest rate and its calculation of interest payments for any period will be maintained on file at the Calculation Agent’s principal offices and will be made available to the Holder of this Subordinated Notes upon request. The Calculation Agent may be removed by the Company at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Company, the Company will promptly appoint a replacement Calculation Agent. The Calculation Agent may not resign its duties without a successor having been duly appointed; provided, that if a successor Calculation Agent has not been appointed by the Company and such successor accepted such position within 30 days after the giving of notice of resignation by the Calculation Agent, then the resigning Calculation Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Calculation Agent with respect to such series. For the avoidance of doubt, if at any time there is no Calculation Agent appointed by the Company, then the Company shall be the Calculation Agent. The Company may appoint itself or any of its affiliates to be the Calculation Agent. The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 2. Any determination, decision or election that may be made by the Calculation Agent under the terms of the Subordinated Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or selection (i) will be conclusive and binding on the Holder of this Subordinated Note absent manifest error, (ii) if made by the Company as Calculation Agent, will be made in the Company’s sole discretion, (iii) if made by a Calculation Agent other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects and (iv) notwithstanding
anything to the contrary herein, shall become effective without consent from the Holder of this Subordinated Note or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination, decision or election on the same basis as described above.
(e)Any payment of principal of or interest on this Subordinated Note that would otherwise become due and payable on a day which is not a Business Day will become due and payable on the next succeeding Business Day, with the same force and effect as if made on the date for payment of such principal or interest (unless, with respect to a Floating Interest Payment Date, such day falls in the next calendar month, in which case the Floating Interest Payment Date will instead be the immediately preceding day that is a Business Day, and interest will accrue to the Floating Interest Payment Date as so adjusted), and no interest will accrue in respect of such payment for the period after such day.
(f)The Company will pay interest on this Subordinated Note to the registered Holder at the close of business on the fifteenth calendar day prior to the applicable Interest Payment Date (“Regular Record Date”), except as provided below with respect to Defaulted Interest. This Subordinated Note will be payable as to principal and interest at the office or agency of the paying agent, or, at the option of the Company, payment of interest may be made by check delivered to the Holder at its address set forth in the Subordinated Note register or by wire transfer to an account appropriately designated by the Holder entitled to payment; provided, that the paying agent will have received written notice of such account designation at least five Business Days prior to the date of such payment (subject to surrender of this Subordinated Note in the case of a payment of interest at the Stated Maturity).
(g)Any interest on this Subordinated Note that will be payable, but will not be punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) will cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company as follows. The Company shall make payment of any Defaulted Interest to the person in whose name this Subordinated Note will be registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which will be fixed in the following manner. The Company will fix or cause to be fixed a special record date for the payment of such Defaulted Interest, which will be not more than 15 days and not less than 10 days prior to the date of the proposed payment (the “Special Record Date”). The Company will cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be delivered to the Holder of this Subordinated Note at the Holder’s address as it appears in the Subordinated Note register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been delivered as aforesaid, such Defaulted Interest will be paid to the person in whose name such Subordinated Note will be registered at the close of business on such Special Record Date. Each Subordinated Note delivered upon registration of transfer of or in exchange for or in lieu of any other Subordinated Note will carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Subordinated Note.
3.Paying Agent and Registrar. The Company will act as the initial paying agent and registrar through its offices presently located at 2400 South 44th Street, Manitowoc, Wisconsin 54220. The Company may change any paying agent or registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.
4.Subordination.
(a)The indebtedness of the Company evidenced by this Subordinated Note, including the principal thereof and interest thereon, is subordinate and junior in right of payment to obligations of the Company constituting the Senior Indebtedness (as defined below) and will rank pari passu in right of
payment with all other Subordinated Notes. Holder, by the acceptance of this Subordinated Note, agrees to and will be bound by such provisions and agrees to take such actions as may be necessary or appropriate to effectuate the subordination so provided.
(b)“Senior Indebtedness” means the principal of, and premium, if any, and interest, including interest accruing after the commencement of any bankruptcy proceeding relating to the Company, on, or substantially similar payments the Company makes in respect of the following categories of debt, whether that debt was outstanding on the date of issuance of this Subordinated Note or thereafter incurred, created or assumed: (1) all indebtedness of the Company for borrowed money, whether or not evidenced by notes, debentures, bonds, securities or other similar instruments issued under the provisions of any indenture, fiscal agency agreement, debenture or note purchase agreement or other agreement, including any senior debt securities that may be offered; (2) indebtedness of the Company for money borrowed or represented by purchase money obligations, as defined below; (3) the Company’s obligations as lessee under leases of property whether made as part of a sale and leaseback transaction to which it is a party or otherwise; (4) reimbursement and other obligations relating to letters of credit, bankers’ acceptances and similar obligations; (5) all obligations of the Company in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap agreements, currency future or option contacts, commodity contracts and other similar arrangements; (6) all of the Company’s obligations issued or assumed as the deferred purchase price of property or services, but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business; (7) any other obligation of the Company to its general creditors; (8) all obligations of the type referred to in clauses (1) through (7) of other persons for the payment of which the Company is liable contingently or otherwise to pay or advance money as obligor, guarantor, endorser or otherwise; (9) all obligations of the types referred to in clauses (1) through (8) of other persons secured by a lien on any property or asset of the Company; and (10) deferrals, renewals or extensions of any of the indebtedness or obligations described above.
However, clauses (1) through (10) above exclude: (w) the subordinated notes of the Company issued in May 2018, and in each case any subordinated notes issued in exchange therefor or upon transfer thereof, in each case that are outstanding as of the date hereof or that are issued in exchange for or upon transfer of such subordinated notes after the date hereof, (x) any subordinated debentures or junior subordinated debentures of the Company underlying trust preferred securities issued by subsidiary trusts of the Company that are outstanding as of the date hereof or that are issued after the date hereof by a subsidiary trust of the Company, (y) any indebtedness, obligation or liability that is subordinated to indebtedness, obligations or liabilities of the Company to substantially the same extent as or to a greater extent than the Subordinated Notes are subordinated; (z) the Subordinated Notes and the 7.00% fixed-to-floating rate subordinated notes due 2030 of the Company issued by the Company on June 30, 2020 and any subordinated notes issued in exchange therefor or upon transfer thereof, in each case that are outstanding as of the date hereof or that are issued in exchange for or upon transfer of such subordinated notes after the date hereof; and (aa) unless expressly provided in the terms thereof, any indebtedness of the Company to its Subsidiaries.
As used above, the term “purchase money obligations” means indebtedness, obligations evidenced by a note, debenture, bond or other instrument, whether or not secured by a lien or other security interest, issued to evidence the obligation to pay or a guarantee of the payment of, and any deferred obligation for the payment of, the purchase price of property but excluding indebtedness or obligations for which recourse is limited to the property purchased, issued or assumed as all or a part of the consideration for the acquisition of property or services, whether by purchase, merger, consolidation or otherwise, but does not include any trade accounts payable as set forth in clause (6) above.
5.Redemption.
(a)The Company may, at its option, on any Interest Payment Date after July 21, 2025, redeem this Subordinated Note, in whole or in part, without premium or penalty, but in all cases in a principal amount with integral multiples of $1,000. In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event (each as defined herein). Any redemption of this Subordinated Note shall be subject to the prior approval of the Federal Reserve Board (or its designee) or any successor agency, or any bank regulatory agency, to the extent such approval shall then be required by law, regulation or policy. This Subordinated Note is not subject to redemption at the option of the Holder. The Redemption Price with respect to any redemption permitted under this Subordinated Note will be equal to 100% of the principal amount of this Subordinated Note, or portion thereof, to be redeemed, plus accrued but unpaid interest thereon to, but excluding, the redemption date.
(b)For purposes hereof:
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(i)
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“Tier 2 Capital Event” means the receipt by the Company of a legal opinion from counsel experienced in such matters to the effect that the Subordinated Notes do not constitute, or within 90 days of the date of such legal opinion will not constitute, Tier 2 Capital (or its then equivalent if the Company were subject to such capital requirement). “Tier 2 Capital” means Tier 2 capital for purposes of capital adequacy regulations of the Federal Reserve Board, as then in effect and applicable to the Company.
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(ii)
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“Tax Event” means the receipt by the Company of a legal opinion from counsel experienced in such matters to the effect that there is more than an insubstantial risk that interest paid by the Company on the Subordinated Notes is not, or, within 90 days of the date of such legal opinion, will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes.
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(iii)
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“Investment Company Event” means the receipt by the Company of a legal opinion from counsel experienced in such matters to the effect that there is more than an insubstantial risk that the Company is or, within 90 days of the date of such legal opinion will be, considered an “investment company” that is required to be registered under the Investment Company Act of 1940, as amended.
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(c)If less than the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the unredeemed portion without charge to the holders thereof and (ii) such redemption shall be effected on a pro rata basis as to the holders. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of every Subordinated Note held by every holder shall be redeemed.
(d)Notice of redemption will be given not less than 30 nor more than 60 days prior to the redemption date to the holders of Subordinated Notes to be redeemed. Failure to give notice by delivering in the manner herein provided to the holder of any Subordinated Notes designated for redemption as a whole or in part, or any defect in the notice to any such holder, will not affect the validity of the proceedings for the redemption of any other Subordinated Notes or portions thereof. Any notice that is delivered to the holder of any Subordinated Notes in the manner herein provided will be conclusively presumed to have been duly given, whether or not such holder receives the notice. All notices of redemption will state: (i) the Redemption Date; (ii) the redemption price; (iii) if less than all outstanding Subordinated Notes are to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the
particular Subordinated Note or Subordinated Notes to be redeemed; (iv) that, in case any Subordinated Note is to be redeemed in part only, on and after the redemption date, upon surrender of such Subordinated Note, the holder of such Subordinated Note will receive, without charge, a new Subordinated Note or Subordinated Notes of authorized denominations for the principal amount thereof remaining unredeemed; (v) that, on the redemption date, the redemption price will become due and payable upon each such Subordinated Note or portion thereof to be redeemed, together (if applicable) with accrued and unpaid interest thereon, and, if applicable, that interest thereon will cease to accrue on and after said date; (vi) the place or places where such Subordinated Notes are to be surrendered for payment of the redemption price and any accrued interest pertaining thereto; and (vii) the section hereunder providing for such redemption. On or prior to 11:00 a.m., Eastern time, on any redemption date, the Company will deposit, with respect to the Subordinated Notes called for redemption, with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount sufficient to pay the redemption price of, and (except if the redemption date will be an Interest Payment Date) any accrued interest on, all such Subordinated Notes or portions thereof which are to be redeemed on that date.
(e)Effectiveness of Redemption. Notice of redemption having been given as provided above, the Subordinated Notes so to be redeemed will, on the redemption date, become due and payable at the redemption price therein specified, together with accrued and unpaid interest thereon. If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the redemption date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such redemption date cease and terminate (unless the Company shall default in the payment of the redemption price), except only the right of the holders thereof to receive the amount payable on such redemption, without interest. Upon surrender of any such Subordinated Note for redemption in accordance with said notice, such Subordinated Note will be paid by the Company at the redemption price, together with any accrued and unpaid interest thereon to but excluding the redemption date; provided, however, that installments of interest on Subordinated Notes whose Stated Maturity is on or prior to the redemption date will be payable to the holders of such Subordinated Notes registered as such on the Regular Record Dates therefor according to their terms. If any Subordinated Note called for redemption will not be so paid upon surrender thereof for redemption, the principal, until paid, will bear interest from the redemption date at the rate prescribed therefor in the Subordinated Note.
6.Events of Default; Acceleration.
(a)An “Event of Default” means any one of the following events (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or in accordance with any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):
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(i)
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the entry of a decree or order for relief in respect of the Company by a court having jurisdiction in the premises in an involuntary case or proceeding under any applicable bankruptcy, insolvency, or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, and such decree or order will have continued unstayed and in effect for a period of 60 consecutive days;
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(ii)
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the commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, or the consent by the Company to the entry of a decree or order for relief in an involuntary case or proceeding under any such law;
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(iii)
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the failure of the Company to pay any installment of interest on any of the Subordinated Notes as and when the same will become due and payable, and the continuation of such failure for a period of 30 days;
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(iv)
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the failure of the Company to pay all or any part of the principal of any of the Subordinated Notes as and when the same will become due and payable under this Subordinated Note;
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(v)
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the failure of the Company to perform any other covenant or agreement on the part of the Company contained in the Subordinated Notes, and the continuation of such failure for a period of 60 days after the date on which notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, will have been given in writing to the Company by the Holder; or the default by the Company under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company having an aggregate principal amount outstanding of at least $25,000,000, whether such indebtedness now exists or is created or incurred in the future, which default (A) constitutes a failure to pay any portion of the principal of such indebtedness when due and payable after the expiration of any applicable grace period or (B) results in such indebtedness becoming due or being declared due and payable prior to the date on which it otherwise would have become due and payable without, in the case of clause (A), such indebtedness having been discharged or, in the case of clause (B), without such indebtedness having been discharged or such acceleration having been rescinded or annulled.
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(b)If an Event of Default described in Section 6(a)(i) or Section 6(a)(ii) occurs, then the principal amount of all of the Subordinated Notes, and accrued and unpaid interest, if any, on all Subordinated Notes will become and be immediately due and payable without any declaration or other act on the part of the Holder, and the Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. Notwithstanding the foregoing, because the Company will treat the Subordinated Notes as Tier 2 Capital, upon the occurrence of an Event of Default other than an Event of Default described in Section 6(a)(i) or Section 6(a)(ii), the Holder may not accelerate the Stated Maturity of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable. If any Event of Default occurs and is continuing, the Holder may also pursue any other available remedy to collect the payment of principal of, and interest on, the Subordinated Notes then due and payable or to enforce the performance of any provision of the Subordinated Notes.
7.Failure to Make Payments. If the Company fails to make any payment of interest on this Subordinated Note when such interest becomes due and payable and such default continues for a period of 30 days, or if the Company fails to make any payment of the principal of this Subordinated Note when such principal becomes due and payable, the Company will, upon demand of the Holder, pay to the Holder the whole amount then due and payable with respect to this Subordinated Note, with interest upon the overdue principal, any premium and, to the extent permitted by applicable law, upon any overdue installments of interest at the rate or respective rates, as the case may be, provided for or with respect to this Subordinated Note or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by this Subordinated Note.
Upon the occurrence of a failure by the Company to make any required payment of principal or interest on the Subordinated Notes, the Company may not declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock, make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any
debt securities of the Company that rank equal with or junior to this Subordinated Note, or make any payments under any guarantee that ranks equal with or junior to this Subordinated Note, other than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Company’s common stock; (ii) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of Company’s capital stock or the exchange or conversion of one class or series of Company’s capital stock for another class or series of Company’s capital stock; (iv) the purchase of fractional interests in shares of Company’s capital stock in accordance with the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of Company’s common stock related to the issuance of common stock or rights under any benefit plans for Company’s directors, officers or employees or any of Company’s dividend reinvestment plans.
8.Denominations, Transfer, Exchange.
(a)The Subordinated Notes are issuable only in registered form without interest coupons in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.
(b)Except as otherwise provided in or under this Subordinated Note, upon surrender for registration of transfer of this Subordinated Note, the Company will execute and deliver in the name of the designated transferee or transferees, one or more new Subordinated Notes denominated as authorized in or under this Subordinated Note, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions.
(c)Except as otherwise provided in or under this Subordinated Note, at the option of the Holder, this Subordinated Note may be exchanged for other Subordinated Notes containing identical terms and provisions, in any authorized denominations (minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate principal amount, upon surrender of this Subordinated Notes to be exchanged at any office or agency for such purpose. Whenever this Subordinated Note is so surrendered for exchange, the Company will execute and deliver, subject to the terms hereof, the Subordinated Notes that the Holder making the exchange is entitled to receive.
(d)All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes will be the valid obligations of the Company evidencing the same debt and entitling the holders thereof to the same benefits as the Subordinated Notes surrendered upon such registration of transfer or exchange.
(e)Every Subordinated Note presented or surrendered for registration of transfer or for exchange or redemption will (if so required by the Company or the registrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the registrar for such Subordinated Note duly executed by the Holder thereof or his attorney duly authorized in writing.
(f)Except as otherwise provided in or under this Subordinated Note, the Company will not be required (i) to issue, register the transfer of or exchange any Subordinated Notes during a period beginning at the opening of business 15 days before the day of the selection for redemption of Subordinated Notes under Section 5 hereof and ending at the close of business on the day of such selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note to be redeemed in part, the portion thereof not to be redeemed.
(g)No Subordinated Note will be transferred or exchanged except in compliance with the private placement legend contained on this Subordinated Note. In addition to the provisions for transfer and exchange set forth in this Section 8, any registrar and paying agent (if a different Person than the Company) and the Company may, prior to effecting any requested transfer or exchange of any Subordinated Notes require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to any registrar and paying agent (if a different Person than the Company) and the Company, an opinion of counsel opining that the transfer or exchange is in compliance with the requirements of the private placement legend and that the Subordinated Note issued to the transferee or in exchange for the Subordinated Note may be issued free of the private placement legend. Any untransferred or unexchanged balance of a Subordinated Note will be reissued to the Holder with the private placement legend, unless the private placement legend may be omitted as evidenced by an opinion of counsel.
(h)The registrar may require the Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require the Holder to pay any taxes and fees required by law.
9.Charges and Transfer Taxes. No service charge will be made for any registration of transfer or exchange of this Subordinated Note, or any redemption or repayment of this Subordinated Note, or any conversion or exchange of this Subordinated Note for other types of securities or property, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of this Subordinated Note from the Holder requesting such transfer or exchange.
10.Persons Deemed Owners. The Company and any agent of the Company may treat the Person in whose name this Subordinated Note is registered as the owner hereof for all purposes, whether or not this Subordinated Note is overdue, and neither the Company nor any such agent will be affected by notice to the contrary.
11.Amendments; Waivers.
(a)Without the consent of the Holder of this Subordinated Note, the Company (when authorized by or in accordance with a board resolution), at any time and from time to time, may execute an amendment to this Subordinated Note for any of the following purposes:
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(i)
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to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein;
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(ii)
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to add to the covenants of the Company for the benefit of the Holder (as will be specified in such amendment) or to surrender any right or power herein conferred upon the Company with respect to this Subordinated Note (as will be specified in such amendment);
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(iii)
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to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other provision herein;
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(iv)
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to make any other provisions with respect to matters or questions arising under this Subordinated Note that will not adversely affect the interests of the Holder of this Subordinated Note;
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(v)
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to add any additional Events of Default (as will be specified in such amendment); or
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(vi)
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to make any change that does not adversely affect the legal rights under this Subordinated Note of the Holder.
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(b)With the consent of the Holder, the Company (when authorized by or in accordance with a board resolution) may execute an amendment to this Subordinated Note for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Subordinated Note or of modifying in any manner the rights of the Holder.
(c)The Holder may waive any past default under this Subordinated Note and its consequences. Upon any such waiver, such default will cease to exist, and any Event of Default arising from such default will be deemed to have been cured, for every purpose of this Subordinated Note; but no such waiver will extend to any subsequent or other default or impair any consequent right. Any such consent or waiver by the Holder of this Subordinated Note will be conclusive and binding upon such Holder and upon all future holders of this Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note.
12.No Impairment. No provision of this Subordinated Note will alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest (if any) on this Subordinated Note at the times, place and rate as herein prescribed.
13.Sinking Fund; Convertibility. This Subordinated Note is not entitled to the benefit of any sinking fund. This Subordinated Note is not convertible into or exchangeable for any of the equity securities, other securities or assets of the Company or any subsidiary.
14.No Recourse Against Others. No recourse under or upon any obligation, covenant or agreement contained in this Subordinated Note, or for any claim based thereon or otherwise in respect thereof, will be had against any past, present or future shareholder, employee, officer, or director, as such, of the Company or of any predecessor or successor, either directly or through the Company or any predecessor or successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Subordinated Note by the Holder and as part of the consideration for the issuance of this Subordinated Note.
15.Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Additional abbreviations may also be used though not in the above list.
16.Governing Law. THIS SUBORDINATED NOTE WILL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY LAWS OR PRINCIPLES OF CONFLICT OF LAWS THAT WOULD APPLY THE LAWS OF A DIFFERENT JURISDICTION.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Subordinated Note to be duly executed and attested.
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COUNTY BANCORP, INC.
By:
Timothy J. Schneider
President
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ATTEST:
Mark A. Miller
Secretary
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ASSIGNMENT FORM
To assign this Subordinated Note, fill in the form below: (I) or (we) assign and transfer this Subordinated Note to:
(Print or type assignee’s name, address and zip code)
(Insert assignee’s social security or tax I.D. No.)
and irrevocably appoint _______________________ agent to transfer this Subordinated Note on the books of the Company. The agent may substitute another to act for him.
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Date:
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Your signature:
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(Sign exactly as your name appears on the face of this Subordinated Note)
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Tax Identification No:
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(Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15).
The undersigned certifies that it is not an Affiliate of the Company and that, to its knowledge, the proposed transferee is not an Affiliate of the Company.
In connection with any transfer or exchange of this Subordinated Note occurring prior to the date that is one year after the later of the date of original issuance of this Subordinated Note and the last date, if any, on which this Subordinated Note was owned by the Company or any Affiliate of the Company, the undersigned confirms that this Subordinated Note is being:
CHECK ONE BOX BELOW:
☐ (1) acquired for the undersigned’s own account, without transfer;
☐ (2) transferred to the Company;
☐ (3) transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);
☐ (4) transferred under an effective registration statement under the Securities Act;
☐ (5) transferred in accordance with and in compliance with Regulation S under the Securities Act;
☐ (6) transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) or an “accredited investor” (as defined in Rule 501(a)(4) under the
Securities Act), that has furnished a signed letter containing certain representations and agreements; or
☐ (7) transferred in accordance with another available exemption from the registration requirements of the Securities Act of 1933, as amended.
Unless one of the boxes is checked, the Paying Agent will refuse to register this Subordinated Note in the name of any person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Paying Agent may require, prior to registering any such transfer of this Subordinated Note, in its sole discretion, such legal opinions, certifications and other information as the Paying Agent may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act such as the exemption provided by Rule 144 under such Act.
(Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15).
TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Subordinated Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.
Exhibit 10.1
SUBORDINATED NOTE PURCHASE AGREEMENT
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of July 21, 2020, and is made by and between County Bancorp, Inc., a Wisconsin corporation (“Company”), and the purchaser of the Subordinated Notes identified on the signature page hereto (the “Purchaser”).
RECITALS
WHEREAS, Company is offering up to $35,000,000 in aggregate principal amount of subordinated notes, which aggregate amount is intended to qualify as Tier 2 Capital (as defined herein), and on June 30, 2020, Company sold $17,400,000 of subordinated notes.
WHEREAS, the Purchaser is an “accredited investor” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Purchaser has been solicited to purchase the Subordinated Notes directly from the Company.
WHEREAS, the offer and sale of the Subordinated Notes by Company is being made in reliance upon the exemptions from registration available under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
WHEREAS, the Purchaser is willing to purchase from Company one or more Subordinated Notes in the aggregate principal amount set forth on the Purchaser’s signature page hereto (“Subordinated Note Amount”) in accordance with the terms, subject to the conditions and in reliance on, the recitals, representations, warranties, covenants and agreements set forth herein and in the Subordinated Notes.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
1.DEFINITIONS.
1.1Defined Terms. The following capitalized terms used in this Agreement have the meanings defined or referenced below. Certain other capitalized terms used only in specific sections of this Agreement may be defined in such sections.
“Affiliate(s)” means, with respect to any Person, such Person’s immediate family members, partners, members or parent and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with said Person.
“Agreement” has the meaning set forth in the preamble hereto.
“Bank” means Investors Community Bank, a Wisconsin state-chartered bank and wholly owned subsidiary of Company.
“Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in the State of Wisconsin are permitted or required by any applicable law or executive order to close.
“Closing” has the meaning set forth in Section 2.2.
“Closing Date” means the date hereof.
“Company” has the meaning set forth in the preamble hereto and shall include any successors to Company.
“Company’s Reports” means (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC, including the audited financial statements contained therein and the information from the Company’s definitive proxy statement for its 2020 annual meeting of shareholders incorporated by reference into the Form 10-K; and (ii) the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as filed with the SEC, including the unaudited financial statements contained therein.
“Disbursement” has the meaning set forth in Section 3.1.
“Equity Interest” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which is not a corporation, and any and all warrants, options or other rights to purchase any of the foregoing.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“FDIC” means the Federal Deposit Insurance Corporation.
“GAAP” means generally accepted accounting principles in effect from time to time in the United States of America.
“Governmental Agency(ies)” means, individually or collectively, any federal, state, county or local governmental department, commission, board, regulatory authority or agency (including each applicable Regulatory Agency) with jurisdiction over Company or a Subsidiary of Company.
“Governmental Licenses” has the meaning set forth in Section 4.3.
“Hazardous Materials” means flammable explosives, asbestos, urea formaldehyde insulation, polychlorinated biphenyls, radioactive materials, hazardous wastes, toxic or contaminated substances or similar materials, including any substances which are “hazardous substances,” “hazardous wastes,” “hazardous materials” or “toxic substances” under the Hazardous Materials Laws and/or other applicable environmental laws, ordinances or regulations.
“Hazardous Materials Laws” mean any laws, regulations, permits, licenses or requirements pertaining to the protection, preservation, conservation or regulation of the environment which relates to real property, including: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of 1977, as amended, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; and all comparable state and local laws, laws of other jurisdictions or orders and regulations.
2
“Indebtedness” means and includes: (i) all items arising from the borrowing of money that, according to GAAP as in effect from time to time, would be included in determining total liabilities as shown on the consolidated balance sheet of Company or any Subsidiary of Company; and (ii) all obligations secured by any lien in property owned by Company or any Subsidiary whether or not such obligations shall have been assumed; provided, however, Indebtedness shall not include deposits or other Indebtedness created, incurred or maintained in the ordinary course of Company’s or Bank’s business (including federal funds purchased, advances from any Federal Home Loan Bank, secured deposits of municipalities, letters of credit issued by Company or Bank and repurchase arrangements) and consistent with customary banking practices and applicable laws and regulations.
“Leases” means all leases, licenses or other documents providing for the use or occupancy of any portion of any Property, including all amendments, extensions, renewals, supplements, modifications, sublets and assignments thereof and all separate letters or separate agreements relating thereto.
“Material Adverse Effect” means, with respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial condition, results of operations or business of such Person, or (ii) would materially impair the ability of any Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby; provided, however, that “Material Adverse Effect” shall not be deemed to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally and not specifically related to Company or the Purchaser, (4) direct effects of compliance with this Agreement on the operating performance of Company or the Purchaser, including expenses incurred by Company or the Purchaser in consummating the transactions contemplated by this Agreement, and (5) the effects of any action or omission taken by Company with the prior written consent of the Purchaser, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes.
“Maturity Date” means June 30, 2030.
“Person” means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof (including a Governmental Agency) or any other entity or organization.
“Property” means any real property owned or leased by Company or any Affiliate or Subsidiary of Company.
“Purchaser” has the meaning set forth in the preamble hereto.
“Regulation D” has the meaning set forth in the Recitals.
“Regulatory Agencies” means any federal or state agency charged with the supervision or regulation of depository institutions or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or any court, administrative agency or commission or other authority, body or agency having supervisory or regulatory authority with respect to Company, Bank or any of their Subsidiaries.
“SEC” means the Securities and Exchange Commission.
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“Securities Act” has the meaning set forth in the Recitals.
“Subordinated Note” means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as Exhibit A, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.
“Subordinated Note Amount” has the meaning set forth in the Recitals.
“Subsidiary” means with respect to any Person, any corporation or entity in which a majority of the outstanding Equity Interest is directly or indirectly owned by such Person.
“Tier 2 Capital” has the meaning given to the term “Tier 2 capital” in 12 C.F.R. Part 217, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
“Transaction Documents” has the meaning set forth in Section 3.2.1.1.
1.2Interpretations. The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words “hereof,” “herein” and “hereunder” and words of like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” when used in this Agreement without the phrase “without limitation,” shall mean “including, without limitation.” All references to time of day herein are references to Eastern Time unless otherwise specifically provided. All references to this Agreement and the Subordinated Notes shall be deemed to be to such documents as amended, modified or restated from time to time. With respect to any reference in this Agreement to any defined term, (i) if such defined term refers to a Person, then it shall also mean all heirs, legal representatives and permitted successors and assigns of such Person, and (ii) if such defined term refers to a document, instrument or agreement, then it shall also include any amendment, replacement, extension or other modification thereof.
1.3Exhibits Incorporated. All Exhibits attached hereto are hereby incorporated into this Agreement.
2.SUBORDINATED DEBT.
2.1Certain Terms. Subject to the terms and conditions herein contained, Company proposes to issue and sell to the Purchaser Subordinated Notes in an amount equal to the Subordinated Note Amount. The Purchaser agrees to purchase the Subordinated Notes with an aggregate principal amount equal to the Subordinated Note Amount set forth on its signature page hereto from Company on the Closing Date in accordance with the terms of, and subject to the conditions and provisions set forth in, this Agreement and the Subordinated Notes. The Subordinated Note Amounts shall be disbursed in accordance with Section 3.1.
2.2The Closing. The execution and delivery of the Transaction Documents (the “Closing”) shall occur at the offices of Company at 10:00 a.m. (Central Time) on the Closing Date, or at such other place or time or on such other date as the parties hereto may agree.
2.3Right of Offset. The Purchaser hereby expressly waives any right of offset the Purchaser may have against Company or any of its Subsidiaries.
2.4Use of Proceeds. Company shall use the net proceeds from the sale of Subordinated Notes to support organic growth and for general corporate purposes.
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3.DISBURSEMENT.
3.1Disbursement. On the Closing Date, assuming all of the terms and conditions set forth in Section 3.2 have been satisfied by Company, the Purchaser shall disburse in immediately available funds the Subordinated Note Amount set forth on the Purchaser’s signature page hereto to Company in exchange for a Subordinated Note with a principal amount equal to such Subordinated Note Amount (the “Disbursement”). Company will deliver to the Purchaser one or more certificates representing the Subordinated Notes in definitive form registered in such names and denominations as the Purchaser may request.
3.2Conditions Precedent to Disbursement.
3.2.1Conditions to the Purchaser’s Obligation. The obligation of the Purchaser to consummate the purchase of the Subordinated Notes to be purchased by it at Closing and to effect the Disbursement is subject to delivery by or at the direction of Company to the Purchaser each of the following (or written waiver by the Purchaser prior to the Closing of such delivery):
3.2.1.1Transaction Documents. This Agreement and the Subordinated Note (collectively, the “Transaction Documents”), each duly authorized and executed by Company; provided that Company’s counterparts to the Subordinated Note may be held in escrow pending satisfaction or waiver of the conditions set forth in Section 3.2.2.
3.2.1.2Authority Documents.
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(a)
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A copy, certified by the Secretary or Assistant Secretary of Company as of a date within thirty (30) days of the date of this Agreement, of the articles of incorporation of Company as currently in effect;
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(b)
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A certificate of existence of Company issued by the Department of Financial Institutions of the State of Wisconsin, dated as of a date within thirty (30) days of the date of this Agreement;
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(c)
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A copy, certified by the Secretary or Assistant Secretary of Company as of a date within thirty (30) days of the date of this Agreement, of the bylaws of Company as currently in effect;
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(d)
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A copy, certified by the Secretary or Assistant Secretary of Company as of a date within thirty (30) days of the date of this Agreement, of the resolutions of the board of directors of Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; and
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(e)
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An incumbency certificate of the Secretary or Assistant Secretary of Company as of a date within thirty (30) days of the date of this Agreement certifying the names of the officer or officers of Company authorized to sign the Transaction
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Documents and the other documents provided for in this Agreement.
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3.2.1.3Other Requirements. Such other additional information regarding Company, Bank and any other Subsidiary of Company and their respective assets, liabilities (including any liabilities arising from, or relating to, legal proceedings) and contracts as the Purchaser may reasonably request.
3.2.1.4Aggregate Investments. Prior to, or contemporaneously with the Closing, the Purchaser shall have actually delivered the Subordinated Note Amount set forth on the Purchaser’s signature page.
3.2.2Conditions to Company’s Obligation.
3.2.2.1Since the date of this Agreement, there shall not have been any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to Company or its Subsidiaries or the transactions contemplated by this Agreement by any Governmental Agency which imposes any restriction or condition that Company determines, in its reasonable good faith judgment, is materially and unreasonably burdensome on Company’s business or would materially reduce the economic benefits of the transactions contemplated by this Agreement to Company to such a degree that Company would not have entered into this Agreement had such condition or restriction been known to it on the date hereof.
3.2.2.2The obligation of Company to consummate the sale of the Subordinated Notes and to effect the Closing is subject to Company’s receipt of:
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(a)
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Transaction Documents. This Agreement, duly authorized and executed by the Purchaser.
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(b)
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Subordinated Note Amount. The Subordinated Note Amounts set forth on the signature page hereto.
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4.REPRESENTATIONS AND WARRANTIES OF COMPANY.
Company hereby represents and warrants to the Purchaser that, except as disclosed in the Company’s Reports:
4.1Organization and Authority.
4.1.1Organization Matters of Company and Its Subsidiaries.
4.1.1.1Company is validly existing and in good standing under the laws of the State of Wisconsin and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company.
4.1.1.2Each Subsidiary of Company either is validly existing as a corporation or limited liability company, or is validly existing as a Wisconsin state-chartered bank, in each case in good
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standing under the laws of the jurisdiction of its incorporation or organization, has corporate or other similar power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect on Company. Except for a negative pledge covenant under that certain Credit Agreement, dated as of September 14, 2017, between Company and U.S. Bank National Association, all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Company, directly or through Subsidiaries of Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; none of the outstanding shares of capital stock of, or other Equity Interests in, any Subsidiary of Company were issued in violation of the preemptive or similar rights of any security holder of such Subsidiary of Company or any other entity.
4.1.1.3Bank is a Wisconsin state-chartered bank. The deposit accounts of Bank are insured by the FDIC up to applicable limits. Bank has not received any notice or other information indicating that Bank is not an “insured depository institution” as defined in 12 U.S.C. Section 1813, nor has any event occurred which could reasonably be expected to adversely affect the status of Bank as an FDIC-insured institution.
4.1.2Capital Stock and Related Matters. The articles of incorporation as currently in effect of Company authorize Company to issue 50,000,000 shares of common stock, 585,000 shares of unclassified preferred stock and 15,000 shares of Series B Nonvoting Noncumulative Perpetual Preferred stock. As of June 26, 2020, there are 6,378,171 shares of Company’s common stock, and as of the date of this Agreement, there are 8,000 shares of Company’s Series B Nonvoting Noncumulative Perpetual Preferred stock, and no other shares of preferred stock issued and outstanding. All of the outstanding capital stock of Company has been duly authorized and validly issued and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of Company or obligating Company to grant, extend or enter into any such agreement or commitment to any Person other than Company except pursuant to Company’s equity incentive plans duly adopted by Company’s Board of Directors.
4.2No Impediment to Transactions.
4.2.1Transaction is Legal and Authorized. The issuance of the Subordinated Notes, the borrowing of the Subordinated Note Amount, the execution of the Transaction Documents and compliance by Company with all of the provisions of the Transaction Documents are within the corporate and other powers of Company.
4.2.2Agreement. This Agreement has been duly authorized, executed and delivered by Company, and, assuming due authorization, execution and delivery by the other parties thereto, constitute the legal, valid and binding obligations of Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.
4.2.3Subordinated Notes. The Subordinated Notes have been duly authorized by Company and when the Subordinated Note representing such Subordinated Notes is executed by Company and issued, delivered to and paid for by the Purchaser as provided in this Agreement, will have been duly issued and will constitute legal, valid and binding obligations of Company and enforceable in accordance
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with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles. When executed and delivered, the Subordinated Notes will be substantially in the form attached as Exhibit A hereto.
4.2.4No Defaults or Restrictions. Neither the execution and delivery of the Transaction Documents nor compliance with their respective terms and conditions will (whether with or without the giving of notice or lapse of time or both) (i) violate, conflict with or result in a breach of, or constitute a default under: (1) the articles of incorporation or the bylaws of Company, each as currently in effect; (2) any of the terms, obligations, covenants, conditions or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit agreement, or any other agreement or instrument to which Company or Bank, as applicable, is now a party or by which it or any of its properties may be bound or affected; (3) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand jury, or Governmental Agency applicable to Company or Bank; or (4) any statute, rule or regulation applicable to Company, except (x) in the case of item (2) for such violations and conflicts consented to or approved by the counterparty to Company or Bank under any contract, agreement or instrument and (y) in the case of items (2), (3) or (4), for such violations and conflicts that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Company and its Subsidiaries, taken as a whole, or (ii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or asset of Company. Neither Company nor Bank is in default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness is issued, or any other agreement or instrument to which Company or Bank, as applicable, is a party or by which Company or Bank, as applicable, or any of its properties may be bound or affected, except, in each case, only such defaults that would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect on Company.
4.2.5Governmental Consent. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by Company that have not been obtained, and no registrations or declarations are required to be filed by Company that have not been filed in connection with, or, in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any applicable federal or state banking laws and regulations.
4.3Possession of Licenses and Permits. Company and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Agencies necessary to conduct the business now operated by them except where the failure to possess such Governmental Licenses would not, singularly or in the aggregate, have a Material Adverse Effect on Company and such applicable Subsidiary, taken as a whole; Company and each Subsidiary of Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, have a Material Adverse Effect on Company and such applicable Subsidiary, taken as a whole; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect on Company and such applicable Subsidiary, taken as a whole; and neither Company nor any Subsidiary of Company has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses.
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4.4Financial Condition.
4.4.1Company Financial Statements. The financial statements of Company included in Company’s Reports (including the related notes, where applicable), which have been made available to the Purchaser (i) have been prepared from, and are in accordance with, the books and records of Company; (ii) fairly present in all material respects the results of operations, cash flows, changes in shareholders’ equity and financial position of Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; (iii) complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved; except, in each case: (x) as indicated in such statements or in the notes thereto; or (y) for any statement therein or omission therefrom which was corrected, amended or supplemented or otherwise disclosed or updated in a subsequent Company’s Report; and (z) to the extent that any unaudited interim financial statements do not contain the footnotes required by GAAP, and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The books and records of Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Company contained in Company’s Reports for Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.
4.4.2Absence of Default. Since the date of the latest audited financial statements contained in Company’s Reports, no event has occurred which either by itself or with the lapse of time or the giving of notice or both, would give any creditor of Company the right to accelerate the maturity of any material Indebtedness of Company. Company is not in default under any other Lease, agreement or instrument, or any law, rule, regulation, order, writ, injunction, decree, determination or award, non‑compliance with which could reasonably be expected to result in a Material Adverse Effect on Company.
4.4.3Solvency. After giving effect to the consummation of the transactions contemplated by this Agreement, Company has capital sufficient to carry on its business and transactions and is solvent and able to pay its debts as they mature. No transfer of property is being made and no Indebtedness is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Company or any Subsidiary of Company.
4.4.4Ownership of Property. Company and each of its Subsidiaries has title as to all real property owned by it and title to all assets and properties owned by Company and such Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the most recent balance sheet contained in Company’s Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheet), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank, the Board of Governors of the Federal Reserve, inter-bank credit facilities, reverse repurchase agreements or any transaction by Bank acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith and (iii) such as do not, individually
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or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by Company or any of its Subsidiaries. Company and each of its Subsidiaries, as lessee, has the right under valid and existing Leases of real and personal properties that are material to Company or such Subsidiary, as applicable, in the conduct of its business to occupy or use all such properties as presently occupied and used by it. Such existing Leases and commitments to Lease constitute or will constitute operating Leases for both tax and financial accounting purposes, except as otherwise disclosed in the Company’s Reports, and the Lease expense and minimum rental commitments with respect to such Leases and Lease commitments are as disclosed in all material respects in Company’s Reports.
4.5No Material Adverse Change. Since the date of the latest audited financial statements included in Company’s Reports, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect on Company or any of its Subsidiaries.
4.6Legal Matters.
4.6.1Compliance with Law. Company and each of its Subsidiaries (i) has complied with and (ii) to the Company’s knowledge, is not under investigation with respect to, and, to Company’s knowledge, has not been threatened to be charged with or given any notice of any material violation of any applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any instrumentality or agency thereof, having jurisdiction over the conduct of its business or the ownership of its properties, except where any such failure to comply or violation would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole.
4.6.2Regulatory Enforcement Actions. Company, Bank and Company’s other Subsidiaries are in compliance in all material respects with all laws administered by and regulations of any Governmental Agency applicable to it or to them, the failure to comply with which would have a Material Adverse Effect on Company and such applicable Subsidiary. None of Company, Bank, Company’s Subsidiaries nor any of their officers or directors is now operating under any restrictions, agreements, memoranda, commitment letter, supervisory letter or similar regulatory correspondence, or other commitments (other than restrictions of general application) imposed by any Governmental Agency, nor are, to Company’s knowledge, (i) any such restrictions threatened, (ii) any agreements, memoranda or commitments being sought by any Governmental Agency, or (iii) any legal or regulatory violations previously identified by, or penalties or other remedial action previously imposed by, any Governmental Agency remains unresolved.
4.6.3Pending Litigation. There are no actions, suits, proceedings or written agreements pending, or, to Company’s knowledge, threatened or proposed, against Company or any of its Subsidiaries at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, or other administrative agency, domestic or foreign, that, either separately or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Company and any of its Subsidiaries, taken as a whole, or affect issuance of or payment on the Subordinated Notes; and neither Company nor any of its Subsidiaries is a party to or named as subject to the provisions of any order, writ, injunction, or decree of, or any written agreement with, any court, commission, board or agency, domestic or foreign, that either separately or in the aggregate, will have a Material Adverse Effect on Company and any of its Subsidiaries, taken as a whole.
4.6.4Environmental. No Property is or, to Company’s knowledge, has been a site for the use, generation, manufacture, storage, treatment, release, threatened release, discharge, disposal, transportation or presence of any Hazardous Materials, and neither Company nor any of its Subsidiaries has engaged in such activities. There are no claims or actions pending or, to Company’s knowledge,
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threatened against Company or any of its Subsidiaries by any Governmental Agency or by any other Person relating to any Hazardous Materials or pursuant to any Hazardous Materials Law.
4.6.5Brokerage Commissions. Neither Company nor any Affiliate of Company is obligated to pay any brokerage commission or finder’s fee to any Person in connection with the transactions contemplated by this Agreement.
4.6.6Investment Company Act. Neither Company nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.
4.7No Misstatement. No information, exhibit, report, schedule or document, when viewed together as a whole, furnished by Company to the Purchaser in connection with the negotiation, execution or performance of this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances when made or furnished to the Purchaser and as of the Closing Date, except for any statement therein or omission therefrom which was corrected, amended or supplemented or otherwise disclosed or updated in a subsequent exhibit, report, schedule or document prior to the date hereof.
4.8Reporting Compliance. Company is subject to, and is in compliance in all material respects with, the reporting requirements of Section 13 and Section 15(d), as applicable, of the Exchange Act. The Company’s Reports at the time they were filed with the SEC complied in all material respects with the requirements of the Exchange Act and did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
4.9Internal Accounting Controls. Company, Bank and each other applicable Subsidiary of Company has established and maintains a system of internal control over financial reporting that pertains to the maintenance of records that accurately and fairly reflect the transactions and dispositions of Company’s assets (on a consolidated basis), provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that Company’s and Bank’s receipts and expenditures and receipts and expenditures of each of Company’s other Subsidiaries are being made only in accordance with authorizations of Company management and Board of Directors, and provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of Company on a consolidated basis that could have a material effect on the financial statements. Such internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of Company’s financial reporting and the preparation of Company’s financial statements for external purposes in accordance with GAAP. Since the conclusion of Company’s last completed fiscal year there has not been and there currently is not (i) any significant deficiency or material weakness in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a role in Company’s or Bank’s internal control over financial reporting. Company (A) has implemented and maintains disclosure controls and procedures reasonably designed and maintained to ensure that material information relating to Company is made known to the Chief Executive Officer and the Chief Financial Officer of Company by others within Company and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to Company’s outside auditors and the audit committee of Company’s Board of Directors any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect Company’s internal controls over financial reporting. Such disclosure controls and procedures are effective for the purposes for which they were established.
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4.10Representations and Warranties Generally. The representations and warranties of Company set forth in this Agreement in any certificate or other document delivered to the Purchaser by or on behalf of Company pursuant to or in connection with this Agreement are true and correct as of the date hereof and as otherwise specifically provided herein or therein. None of the representations, warranties, covenants and agreements made in this Agreement or in any certificate or other document delivered to the Purchaser by or on behalf of Company pursuant to or in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances when made. Any certificate signed by an officer of Company and delivered to the Purchaser or to counsel for the Purchaser shall be deemed to be a representation and warranty by Company to the Purchaser as to matters set forth therein.
5.GENERAL COVENANTS, CONDITIONS AND AGREEMENTS.
Company hereby further covenants and agrees with the Purchaser as follows:
5.1Compliance with Transaction Documents. Company shall comply with, observe and timely perform each and every one of its covenants, agreements and obligations under the Transaction Documents.
5.2Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchaser, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, Company, and the Purchaser shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of Company.
5.3Rule 144A Information. While any Subordinated Notes remain “restricted securities” within the meaning of the Securities Act, Company will make available, upon request, to any seller of such Subordinated Notes the information specified in Rule 144A(d)(4) under the Securities Act, unless Company is then subject to Section 13 or 15(d) of the Exchange Act.
6.REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER.
The Purchaser hereby represents and warrants to Company, and covenants with Company as follows:
6.1Legal Power and Authority. It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
6.2Authorization and Execution. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Purchaser, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement is a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.
6.3No Conflicts. Neither the execution, delivery or performance of the Transaction Documents nor the consummation of any of the transactions contemplated thereby will conflict with, violate, constitute a breach of or a default (whether with or without the giving of notice or lapse of time or both) under (i) its organizational documents, if applicable, (ii) any agreement to which it is party, (iii) any law applicable to it or (iv) any order, writ, judgment, injunction, decree, determination or award binding upon or affecting it.
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6.4Purchase for Investment. It is purchasing the Subordinated Note for its own account and not with a view to distribution and with no present intention of reselling, distributing or otherwise disposing of the same. It has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for, or which is likely to compel, a disposition of the Subordinated Notes in any manner.
6.5Accredited Investor. It is and will be on the Closing Date an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.
6.6Financial and Business Sophistication. It has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Subordinated Notes. It has relied solely upon its own knowledge of, and the advice of its own legal, financial or other advisors with regard to, the legal, financial, tax and other considerations involved in deciding to invest in the Subordinated Notes.
6.7Ability to Bear Economic Risk of Investment. It recognizes that an investment in the Subordinated Notes involves substantial risk. It has the ability to bear the economic risk of the prospective investment in the Subordinated Notes, including the ability to hold the Subordinated Notes indefinitely, and further including the ability to bear a complete loss of all of its investment in Company.
6.8Information. It acknowledges that: (i) it is not being provided with the disclosures that would be required if the offer and sale of the Subordinated Notes were registered under the Securities Act, nor is it being provided with any offering circular or prospectus prepared in connection with the offer and sale of the Subordinated Notes; (ii) it has conducted its own examination of Company and the terms of the Subordinated Notes to the extent it deems necessary to make its decision to invest in the Subordinated Notes; and (iii) it has availed itself of publicly available financial and other information concerning Company to the extent it deems necessary to make its decision to purchase the Subordinated Notes.
6.9Investment Decision. It has made its own investment decision based upon its own judgment, due diligence and advice from such advisors as it has deemed necessary and not upon any view expressed by any other Person or entity. Neither such inquiries nor any other due diligence investigations conducted by it or its advisors or representatives, if any, shall modify, amend or affect its right to rely on Company’s representations and warranties contained herein. It is not relying upon, and has not relied upon, any advice, statement, representation or warranty made by any Person by or on behalf of Company, except for the express statements, representations and warranties of Company made or contained in this Agreement. Furthermore, it acknowledges that nothing in this Agreement or any other materials presented by or on behalf of Company to it in connection with the purchase of the Subordinated Notes constitutes legal, tax or investment advice.
6.10Private Placement; No Registration; Restricted Legends. It understands and acknowledges that the Subordinated Notes are being sold by Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth in, respectively, Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act and Section 18 of the Securities Act, or any state securities laws, and accordingly, may be resold, pledged or otherwise transferred only if exemptions from the Securities Act and applicable state securities laws are available to it. It is not subscribing for Subordinated Notes as a result of or subsequent to any general solicitation or general advertising, in each case within the meaning of Rule 502(c) of Regulation D, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. It further acknowledges and agrees that the Subordinated Note will bear the restrictive legend set forth in the form of Subordinated Note, which is attached as Exhibit A hereto. It further acknowledges its primary responsibilities under the Securities Act
13
and, accordingly, will not sell or otherwise transfer the Subordinated Notes or any interest therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements set forth in this Agreement.
6.11No Indenture; Market. The Purchaser acknowledges and understands that Company is not required to qualify an indenture under the Trust Indenture Act of 1939, as amended, and it has not entered into any trust indenture in connection with the Subordinated Notes, and as a result, there is no indenture trustee to enforce the right of action of holders of the Subordinated Notes, and each holder must individually pursue any such right of action on his, her or its own behalf. It understands that no broker or dealer has any obligation to make a market in the Subordinated Notes.
6.12Accuracy of Representations. It understands that Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements in connection with the transactions contemplated by this Agreement.
6.13Representations and Warranties Generally. The representations and warranties of Purchaser set forth in this Agreement are true and correct as of the date hereof and as otherwise specifically provided herein. Any certificate signed by a duly authorized representative of Purchaser and delivered to Company or to counsel for Company shall be deemed to be a representation and warranty by Purchaser to Company as to the matters set forth therein.
7.MISCELLANEOUS.
7.1Prohibition on Assignment by Company. Except as described in the Subordinated Note, Company may not assign, transfer or delegate any of its rights or obligations under this Agreement or the Subordinated Notes without the prior written consent of the Purchaser.
7.2Time of the Essence. Time is of the essence for this Agreement.
7.3Waiver or Amendment. No waiver or amendment of any term, provision, condition, covenant or agreement herein shall be effective unless in writing and signed by all of the parties hereto. No failure to exercise or delay in exercising, by the Purchaser or any holder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or equity.
7.4Severability. Any provision of this Agreement which is unenforceable or invalid or contrary to law, or the inclusion of which would adversely affect the validity, legality or enforcement of this Agreement, shall be of no effect and, in such case, all the remaining terms and provisions of this Agreement shall subsist and be fully effective according to the tenor of this Agreement the same as though any such invalid portion had never been included herein. Notwithstanding any of the foregoing to the contrary, if any provisions of this Agreement or the application thereof are held invalid or unenforceable only as to particular persons or situations, the remainder of this Agreement, and the application of such provision to persons or situations other than those to which it shall have been held invalid or unenforceable, shall not be affected thereby, but shall continue valid and enforceable to the fullest extent permitted by law.
7.5Notices. Any notice which any party hereto may be required or may desire to give hereunder shall be deemed to have been given if in writing and if delivered personally, or if mailed, postage prepaid, by United States registered or certified mail, return receipt requested, or if delivered by a responsible overnight commercial courier promising next business day delivery, addressed:
14
|
|
|
|
|
|
|
if to Company:
|
County Bancorp, Inc.
2400 South 44th Street
Manitowoc, Wisconsin 54220
Attention: Chief Financial Officer
|
|
with a copy to:
|
Barack Ferrazzano Kirschbaum & Nagelberg LLP
200 West Madison Street, Suite 3900
Chicago, Illinois 60606
Attention: Robert M. Fleetwood
|
|
if to the Purchaser:
|
To the address indicated on the Purchaser’s signature page.
|
or to such other address or addresses as the party to be given notice may have furnished in writing to the party seeking or desiring to give notice, as a place for the giving of notice; provided that no change in address shall be effective until five (5) Business Days after being given to the other party in the manner provided for above. Any notice given in accordance with the foregoing shall be deemed given when delivered personally or, if mailed, three (3) Business Days after it shall have been deposited in the United States mails as aforesaid or, if sent by overnight courier, the Business Day following the date of delivery to such courier (provided next business day delivery was requested).
7.6Successors and Assigns. This Agreement shall inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns, except that, unless the Purchaser consents in writing, no assignment made by Company in violation of this Agreement shall be effective or confer any rights on any purported assignee of Company. The term “successors and assigns” will not include a purchaser of any of the Subordinated Notes from the Purchaser merely because of such purchase.
7.7No Joint Venture. Nothing contained herein or in any document executed pursuant hereto and no action or inaction whatsoever on the part of the Purchaser, shall be deemed to make the Purchaser a partner or joint venturer with Company.
7.8Documentation. All documents and other matters required by any of the provisions of this Agreement to be submitted or furnished to the Purchaser shall be in form and substance satisfactory to the Purchaser.
7.9Entire Agreement. This Agreement and the Subordinated Notes along with the Exhibits hereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof and may not be modified or amended in any manner other than by supplemental written agreement executed by the parties hereto. No party, in entering into this Agreement, has relied upon any representation, warranty, covenant, condition or other term that is not set forth in this Agreement or the Subordinated Notes.
7.10Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its laws or principles of conflict of laws. Nothing herein shall be deemed to limit any rights, powers or privileges which the Purchaser may have pursuant to any law of the United States of America or any rule, regulation or order of any department or agency thereof and nothing herein shall be deemed to make unlawful any transaction or conduct by the Purchaser which is lawful pursuant to, or which is permitted by, any of the foregoing.
7.11No Third-Party Beneficiary. This Agreement is made for the sole benefit of Company and the Purchaser, and no other Person shall be deemed to have any privity of contract hereunder nor any
15
right to rely hereon to any extent or for any purpose whatsoever, nor shall any other Person have any right of action of any kind hereon or be deemed to be a third-party beneficiary hereunder.
7.12Legal Tender of United States. All payments hereunder shall be made in coin or currency which at the time of payment is legal tender in the United States of America for public and private debts.
7.13Captions; Counterparts. Captions contained in this Agreement in no way define, limit or extend the scope or intent of their respective provisions. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.
7.14Knowledge; Discretion. All references herein to the Purchaser’s or Company’s knowledge shall be deemed to mean the knowledge of such party based on the actual knowledge of such party’s President, Chief Executive Officer, Chief Financial Officer, and General Counsel or such other persons holding equivalent offices, or of such individual if the Purchaser is an individual. Unless specified to the contrary herein, all references herein to an exercise of discretion or judgment by the Purchaser, to the making of a determination or designation by the Purchaser, to the application of the Purchaser’s discretion or opinion, to the granting or withholding of the Purchaser’s consent or approval, to the consideration of whether a matter or thing is satisfactory or acceptable to the Purchaser, or otherwise involving the decision making of the Purchaser, shall be deemed to mean that the Purchaser shall decide using the reasonable discretion or judgment of a prudent person.
7.15Waiver of Right to Jury Trial. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF COMPANY OR THE PURCHASER. THE PARTIES ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF THEIR OWN FREE WILL. THE PARTIES FURTHER ACKNOWLEDGE THAT (I) THEY HAVE READ AND UNDERSTAND THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (II) THIS WAIVER HAS BEEN REVIEWED BY THE PARTIES AND THEIR COUNSEL AND IS A MATERIAL INDUCEMENT FOR ENTRY INTO THIS AGREEMENT AND (III) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH TRANSACTION DOCUMENTS AS IF FULLY INCORPORATED THEREIN.
7.16Expenses. Except as otherwise provided in this Agreement, each of the parties will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to this Agreement.
7.17Survival. Each of the representations and warranties set forth in this Agreement shall survive the consummation of the transactions contemplated hereby for a period of one year after the date hereof. Except as otherwise provided herein, all covenants and agreements contained herein shall survive until, by their respective terms, they are no longer operative.
[Signature Pages Follow]
16
IN WITNESS WHEREOF, Company has caused this Subordinated Note Purchase Agreement to be executed by its duly authorized representative as of the date first above written.
|
|
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COMPANY:
County Bancorp, Inc.
By:
Timothy J. Schneider
President
|
[Company Signature Page to Subordinated Note Purchase Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser has caused this Subordinated Note Purchase Agreement to be executed by its duly authorized representative as of the date first above written.
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PURCHASER:
[______]
By:
[______]
[______]
|
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Address of Purchaser:
[_______]
[______]
|
|
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Principal Amount of Purchased Subordinated Note:
$5,000,000
|
[Purchaser Signature Page to Subordinated Note Purchase Agreement]
EXHIBIT A
FORM OF SUBORDINATED NOTE
Exhibit 99.1
FOR IMMEDIATE RELEASE
COUNTY BANCORP, INC. ANNOUNCES SECOND QUARTER 2020 FINANCIAL RESULTS
Execution on strategic priorities and stabilizing milk prices drove strong client deposit growth
and improved sequential results
Highlights
|
|
•
|
Net income of $2.7 million, or $0.40 per diluted share, for the second quarter 2020
|
|
|
•
|
Net interest income increased $88,000 during the second quarter of 2020 due to reduction in cost of funds
|
|
|
•
|
Provision for loan losses decreased $1.1 million to $1.1 million in the second quarter of 2020
|
|
|
•
|
Loans increased $75.1 million during the second quarter of 2020 primarily due to $106.0 million in Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loan applications approved
|
|
|
•
|
Average loans sold and serviced increased $8.8 million, and loan fees as a percentage of average loans sold and serviced increased 0.04% to 1.02% during the second quarter 2020
|
|
|
•
|
Client deposits (demand deposits, NOW, savings, money market accounts, and certificates of deposit) increased $101.9 million, or 12.9%, during the second quarter of 2020
|
|
|
•
|
Independent director Andrew Steimle selected as Chairman of the Board
|
|
|
•
|
Capital ratios remain strong with a Total Risk-Based Capital ratio of 20.2% and Tier 1 Leverage of 12.5%
|
Manitowoc, Wisconsin, July 23, 2020 — County Bancorp, Inc. (the “Company”; Nasdaq: ICBK), the holding company of Investors Community Bank (the “Bank”), a community bank headquartered in Manitowoc, Wisconsin, today reported financial results for the second quarter of 2020. Net income was $2.7 million, or $0.40 per diluted share, for the second quarter of 2020, compared to net income of $3.7 million, or $0.53 per diluted share, for the second quarter of 2019. For the six months ended June 30, 2020, there was a net loss of $2.5 million, or a $0.40 loss per diluted share, compared to net income of $7.5 million, or $0.53 per share, for the six months ended June 30, 2019. The 2020 net loss included a $5.0 million goodwill impairment charge, or $0.76 diluted loss per share. The Company concluded goodwill was impaired after an estimate of the fair value of the Company considering the uncertainty related to COVID-19 and its potential impact on future earnings, as well as comparable bank valuations. Excluding that charge, net income for the six months ended June 30, 2020 would have been $2.5 million, or $0.36 per diluted share.
Tim Schneider, President of County Bancorp, Inc., noted, “I am very pleased with how well our team has worked through the current COVID-19 environment to fulfill our mission as we partner with our local communities and businesses. With the vast majority of our employees working remotely, we were able to approve $106 million in SBA PPP loans to support our loyal and new customers and more than 14,000 jobs through this crisis. By executing against our strategic initiatives, we grew our client deposits this quarter expect to invest our excess liquidity during the second half of 2020 as we see increasing signs of stability and health in our operating environment.”
Schneider continued, “Overall, credit quality has held up well. However, we believe it will take some time to see the total impact of COVID-19 on overall credit quality and our provisions for loan losses. While we still have some customers asking for payment deferral related to COVID-19, which now totals $200 million, we witnessed a considerable rebound and stabilization of milk prices during the month of June, which we believe will benefit our agricultural borrowers. More specifically, class III milk prices (cwt) rebounded from the April and May lows of $12 to $13, to $16 to $21 in both June and in the futures for the remainder of 2020.”
Schneider concluded, “Lastly, we successfully raised $17.4 million in subordinated notes at the end of the second quarter 2020. This opportunistic capital raise reinforces County Bancorp’s value proposition and allows us to take advantage of additional market opportunities for our customers and communities. As part of our balanced capital allocation approach, we continue to monitor additional pathways to enhance shareholder value. We are pleased with the attractive pricing we received in the fixed income markets and the ability to strengthen our capital structure as we continue to execute against our short- and long-term strategic priorities. This capital raise allows us to keep our capital ratios strong and will enable us to continue our current dividend payout and common stock buyback plan. Of note, during the second quarter, we purchased 122,000 shares of common stock. We are also very proud to rejoin the Russell 2000 and Russell 3000 Indexes during the second quarter of 2020. This membership is an important milestone for us as we continue to execute our mission and serve our customers and communities. We believe our inclusion will positively impact the liquidity in our stock and create an opportunity to increase our exposure and share our compelling story with a broader investment audience.”
Loans and Securities
Total loans increased $75.1 million, or 7.4%, during the second quarter of 2020 and decreased $60.3 million, or 5.3%, year-over-year to $1.1 billion. The increase in total loans in the second quarter of 2020 was due primarily to SBA PPP loans totaling $106.0 million as of June 30, 2020. The decrease in total loans year-over-year was the result of a continued focus on long-term liquidity. Loan participations the Company continued to service were $762.1 million at June 30, 2020, an increase of $14.5 million, or 1.9%, compared to the first quarter of 2020, and an increase of $66.4 million, or 9.5%, year-over-year.
During the second quarter of 2020, investments decreased $19.2 million, or 7.8%, compared to March 31, 2020 due in part to the sale of $27.8 million of securities that resulted in a gain of $0.6 million.
Deposits
Total deposits at June 30, 2020 were $1.1 billion, an increase of $53.1 million, or 5.2%, from March 31, 2020 and decreased $132.1 million, or 11.0%, year-over-year. Client deposits (demand deposits, NOW accounts, savings accounts, money market accounts, and certificates of deposit) increased $101.9 million, or 12.9%, from March 31, 2020 and increased $94.4 million, or 11.8%, year-over-year. The increase in client deposits from the prior quarter-end was partially driven by customers who participated in the SBA PPP program. Deposits related to those customers totaled approximately $58 million as of June 30, 2020.
During the second quarter of 2020, the Company took advantage of the Federal Reserve Bank’s Paycheck Protection Program Liquidity Facility (“PPPLF”) and funded $99.7 million of SBA PPP loans through borrowings under the PPPLF at an interest rate of 0.35%. The Company’s overall focus remains on funding loan growth with client deposits; however, these borrowings helped bolster the Company’s overall liquidity. Due to the increases in loan participations and client deposit growth discussed above, the Company decreased its dependence on brokered deposits and national certificates of deposit to $179.5 million at June 30, 2020. This represents a decrease of $226.5 million, or 55.8%, from June 30, 2019.
Net Interest Income and Margin
|
|
•
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Net interest margin decreased both quarter-to-quarter and year-over-year due primarily to the SBA PPP loans that were funded during the second quarter of 2020 at annual yield of 1.0% and the repricing of loans in the declining rate environment.
|
|
|
|
•
|
Interest income on investment securities increased both quarter-to-quarter and year-over-year due to shifting balances from interest-bearing deposits with banks to investment securities.
|
|
|
|
•
|
Loan interest income decreased in the both linked and year-over-year periods as a result of the lower yields on the previously mentioned PPP loans and the shift from loans held on balance sheet to loans sold and serviced.
|
|
|
|
•
|
Interest expense on savings, NOW, money market, and interest checking accounts decreased despite the increase in average balance both in the linked quarter and year-over year due to the market-driven drop in interest rates which contributed to an overall lower cost of funds.
|
|
|
|
•
|
Interest expense on time deposits decreased in the linked quarter due to the Company’s continued focus on shifting away from brokered time deposit balances for funding. Year-over-year, time deposits also decreased due to the Company’s shift away from wholesale funding.
|
|
The table below presents the effects of changing rates and volumes on net interest income for the periods indicated.
|
|
|
Three Months Ended June 30, 2020 v.
Three Months Ended March 31, 2020
|
|
|
Three Months Ended June 30, 2020 v.
Three Months Ended June 30, 2019
|
|
|
|
|
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
|
|
$
|
238
|
|
|
$
|
(82
|
)
|
|
$
|
156
|
|
|
$
|
323
|
|
|
$
|
(138
|
)
|
|
$
|
185
|
|
|
Loans
|
|
|
1,044
|
|
|
|
(1,495
|
)
|
|
|
(451
|
)
|
|
|
(987
|
)
|
|
|
(2,366
|
)
|
|
|
(3,353
|
)
|
|
Federal funds sold and
interest-bearing
deposits with banks
|
|
|
13
|
|
|
|
(127
|
)
|
|
|
(114
|
)
|
|
|
(54
|
)
|
|
|
(299
|
)
|
|
|
(353
|
)
|
|
Total interest income
|
|
|
1,295
|
|
|
|
(1,704
|
)
|
|
|
(409
|
)
|
|
|
(718
|
)
|
|
|
(2,803
|
)
|
|
|
(3,521
|
)
|
|
Interest Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings, NOW, money market
and interest checking
|
|
$
|
126
|
|
|
$
|
(375
|
)
|
|
$
|
(249
|
)
|
|
$
|
344
|
|
|
$
|
(1,135
|
)
|
|
$
|
(791
|
)
|
|
Time deposits
|
|
|
(347
|
)
|
|
|
(30
|
)
|
|
|
(377
|
)
|
|
|
(1,254
|
)
|
|
|
88
|
|
|
|
(1,166
|
)
|
|
Other borrowings
|
|
|
3
|
|
|
|
—
|
|
|
|
3
|
|
|
|
1
|
|
|
|
—
|
|
|
|
1
|
|
|
FHLB advances
|
|
|
132
|
|
|
|
(37
|
)
|
|
|
95
|
|
|
|
393
|
|
|
|
(466
|
)
|
|
|
(73
|
)
|
|
Junior subordinated
debentures
|
|
|
3
|
|
|
|
28
|
|
|
|
31
|
|
|
|
5
|
|
|
|
48
|
|
|
|
53
|
|
|
Total interest expense
|
|
$
|
(83
|
)
|
|
$
|
(414
|
)
|
|
$
|
(497
|
)
|
|
$
|
(511
|
)
|
|
$
|
(1,465
|
)
|
|
$
|
(1,976
|
)
|
|
Net interest income
|
|
$
|
1,378
|
|
|
$
|
(1,290
|
)
|
|
$
|
88
|
|
|
$
|
(207
|
)
|
|
$
|
(1,338
|
)
|
|
$
|
(1,545
|
)
|
The following table sets forth average balances, average yields and rates, and income and expenses for the period indicated.
|
|
|
For the Three Months Ended
|
|
|
|
|
June 30, 2020
|
|
|
March 31, 2020
|
|
|
June 30, 2019
|
|
|
|
|
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
|
|
$
|
237,082
|
|
|
$
|
1,444
|
|
|
|
2.44
|
%
|
|
$
|
196,353
|
|
|
$
|
1,289
|
|
|
|
2.63
|
%
|
|
$
|
176,237
|
|
|
$
|
1,259
|
|
|
|
2.86
|
%
|
|
Loans (2)
|
|
|
1,098,327
|
|
|
|
12,131
|
|
|
|
4.42
|
%
|
|
|
1,028,637
|
|
|
|
12,582
|
|
|
|
4.89
|
%
|
|
|
1,177,071
|
|
|
|
15,484
|
|
|
|
5.26
|
%
|
|
Interest bearing deposits due from
other banks
|
|
|
64,142
|
|
|
|
111
|
|
|
|
0.69
|
%
|
|
|
60,825
|
|
|
|
225
|
|
|
|
1.48
|
%
|
|
|
73,769
|
|
|
|
465
|
|
|
|
2.52
|
%
|
|
Total interest-earning assets
|
|
$
|
1,399,551
|
|
|
$
|
13,686
|
|
|
|
3.91
|
%
|
|
$
|
1,285,815
|
|
|
$
|
14,096
|
|
|
|
4.39
|
%
|
|
$
|
1,427,077
|
|
|
$
|
17,208
|
|
|
|
4.82
|
%
|
|
Allowance for loan losses
|
|
|
(17,844
|
)
|
|
|
|
|
|
|
|
|
|
|
(15,330
|
)
|
|
|
|
|
|
|
|
|
|
|
(17,782
|
)
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
85,716
|
|
|
|
|
|
|
|
|
|
|
|
84,461
|
|
|
|
|
|
|
|
|
|
|
|
76,806
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,467,423
|
|
|
|
|
|
|
|
|
|
|
$
|
1,354,946
|
|
|
|
|
|
|
|
|
|
|
$
|
1,486,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings, NOW, money market,
interest checking
|
|
$
|
379,991
|
|
|
$
|
525
|
|
|
|
0.55
|
%
|
|
$
|
334,740
|
|
|
$
|
774
|
|
|
|
0.92
|
%
|
|
$
|
315,940
|
|
|
$
|
1,316
|
|
|
|
1.67
|
%
|
|
Time deposits
|
|
|
553,616
|
|
|
|
3,196
|
|
|
|
2.31
|
%
|
|
|
613,753
|
|
|
|
3,574
|
|
|
|
2.33
|
%
|
|
|
770,554
|
|
|
|
4,363
|
|
|
|
2.26
|
%
|
|
Total interest-bearing deposits
|
|
$
|
933,607
|
|
|
$
|
3,721
|
|
|
|
1.59
|
%
|
|
$
|
948,493
|
|
|
$
|
4,348
|
|
|
|
1.83
|
%
|
|
$
|
1,086,494
|
|
|
$
|
5,679
|
|
|
|
2.09
|
%
|
|
Other borrowings
|
|
|
66,910
|
|
|
|
15
|
|
|
|
0.09
|
%
|
|
|
1,259
|
|
|
|
11
|
|
|
|
3.49
|
%
|
|
|
1,204
|
|
|
|
13
|
|
|
|
4.47
|
%
|
|
FHLB advances
|
|
|
103,916
|
|
|
|
328
|
|
|
|
1.26
|
%
|
|
|
56,708
|
|
|
|
233
|
|
|
|
1.65
|
%
|
|
|
78,653
|
|
|
|
401
|
|
|
|
2.04
|
%
|
|
Junior subordinated debentures
|
|
|
45,090
|
|
|
|
737
|
|
|
|
6.53
|
%
|
|
|
44,871
|
|
|
|
706
|
|
|
|
6.29
|
%
|
|
|
44,762
|
|
|
|
683
|
|
|
|
6.11
|
%
|
|
Total interest-bearing liabilities
|
|
$
|
1,149,523
|
|
|
$
|
4,800
|
|
|
|
1.67
|
%
|
|
$
|
1,051,331
|
|
|
$
|
5,298
|
|
|
|
2.02
|
%
|
|
$
|
1,211,113
|
|
|
$
|
6,776
|
|
|
|
2.24
|
%
|
|
Non-interest bearing deposits
|
|
|
134,271
|
|
|
|
|
|
|
|
|
|
|
|
113,351
|
|
|
|
|
|
|
|
|
|
|
|
102,432
|
|
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
16,749
|
|
|
|
|
|
|
|
|
|
|
|
16,877
|
|
|
|
|
|
|
|
|
|
|
|
12,154
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
1,300,543
|
|
|
|
|
|
|
|
|
|
|
$
|
1,181,559
|
|
|
|
|
|
|
|
|
|
|
$
|
1,325,699
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity
|
|
|
166,880
|
|
|
|
|
|
|
|
|
|
|
|
173,387
|
|
|
|
|
|
|
|
|
|
|
|
160,402
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
1,467,423
|
|
|
|
|
|
|
|
|
|
|
$
|
1,354,946
|
|
|
|
|
|
|
|
|
|
|
$
|
1,486,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
|
|
|
$
|
8,886
|
|
|
|
|
|
|
|
|
|
|
$
|
8,798
|
|
|
|
|
|
|
|
|
|
|
$
|
10,432
|
|
|
|
|
|
|
Interest rate spread (3)
|
|
|
|
|
|
|
|
|
|
|
2.24
|
%
|
|
|
|
|
|
|
|
|
|
|
2.37
|
%
|
|
|
|
|
|
|
|
|
|
|
2.59
|
%
|
|
Net interest margin (4)
|
|
|
|
|
|
|
|
|
|
|
2.54
|
%
|
|
|
|
|
|
|
|
|
|
|
2.74
|
%
|
|
|
|
|
|
|
|
|
|
|
2.92
|
%
|
|
Ratio of interest-earning assets to
interest-bearing liabilities
|
|
|
1.22
|
|
|
|
|
|
|
|
|
|
|
|
1.22
|
|
|
|
|
|
|
|
|
|
|
|
1.18
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Average balances are calculated on amortized cost.
|
|
|
(2)
|
Includes loan fee income, nonaccruing loan balances, and interest received on such loans.
|
|
|
(3)
|
Interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
|
|
|
(4)
|
Net interest margin represents net interest income divided by average total interest-earning assets.
|
Non-Interest Income
|
|
•
|
Loan servicing income increased in the linked quarter due primarily to a 0.03% increase in loan servicing fees as a percent of average loans serviced during the second quarter. Year-over-year, loan servicing fees increased due primarily to a 0.10% increase in loan servicing fees as a percent of average loans serviced and an increase in loans serviced.
|
|
|
•
|
Loan servicing right origination decreased in the linked quarter and year-over-year; however, loan servicing rights as a percent of loans serviced increased to 2.14% at June 30, 2020 from 1.38% at June 30, 2019.
|
|
|
•
|
$27.8 million of securities were sold during the second quarter of 2020 which resulted in a $0.6 million gain.
|
|
|
|
|
For the Three Months Ended
|
|
|
|
|
June 30,
2020
|
|
|
March 31,
2020
|
|
|
December 31,
2019
|
|
|
September 30,
2019
|
|
|
June 30,
2019
|
|
|
|
|
(dollars in thousands)
|
|
|
Non-Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges
|
|
$
|
368
|
|
|
$
|
342
|
|
|
$
|
549
|
|
|
$
|
348
|
|
|
$
|
407
|
|
|
Gain on sale of loans, net
|
|
|
4
|
|
|
|
38
|
|
|
|
34
|
|
|
|
87
|
|
|
|
26
|
|
|
Loan servicing fees
|
|
|
1,923
|
|
|
|
1,831
|
|
|
|
1,778
|
|
|
|
1,677
|
|
|
|
1,563
|
|
|
Loan servicing right origination
|
|
|
275
|
|
|
|
289
|
|
|
|
1,146
|
|
|
|
1,741
|
|
|
|
346
|
|
|
Income on OREO
|
|
|
3
|
|
|
|
—
|
|
|
|
54
|
|
|
|
10
|
|
|
|
40
|
|
|
Gain on sale of securities
|
|
|
570
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
341
|
|
|
Other
|
|
|
237
|
|
|
|
203
|
|
|
|
161
|
|
|
|
171
|
|
|
|
164
|
|
|
Total non-interest income
|
|
$
|
3,380
|
|
|
$
|
2,703
|
|
|
$
|
3,722
|
|
|
$
|
4,034
|
|
|
$
|
2,887
|
|
|
|
|
For the Three Months Ended
|
|
|
|
|
June 30, 2020
|
|
|
March 31, 2020
|
|
|
December 31, 2019
|
|
|
September 30, 2019
|
|
|
June 30, 2019
|
|
|
|
|
(dollars in thousands)
|
|
|
Loan servicing rights, end of period
|
|
$
|
16,486
|
|
|
$
|
16,211
|
|
|
$
|
12,509
|
|
|
$
|
11,362
|
|
|
$
|
9,621
|
|
|
Loans serviced, end of period
|
|
|
762,058
|
|
|
|
747,553
|
|
|
|
751,738
|
|
|
|
736,823
|
|
|
|
695,629
|
|
|
Loan servicing rights as a % of loans serviced
|
|
|
2.16
|
%
|
|
|
2.17
|
%
|
|
|
1.66
|
%
|
|
|
1.54
|
%
|
|
|
1.38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loan servicing fees
|
|
$
|
1,923
|
|
|
$
|
1,831
|
|
|
$
|
1,778
|
|
|
$
|
1,677
|
|
|
$
|
1,563
|
|
|
Average loans serviced
|
|
|
754,806
|
|
|
|
749,646
|
|
|
|
744,281
|
|
|
|
716,226
|
|
|
|
685,449
|
|
|
Annualized loan servicing fees as a
% of average loans serviced
|
|
|
1.02
|
%
|
|
|
0.98
|
%
|
|
|
0.96
|
%
|
|
|
0.94
|
%
|
|
|
0.91
|
%
|
Non-Interest Expense
|
|
•
|
The decrease in employee compensation and benefits expense in the linked quarter was the result of an increase in deferred loan costs (which is comprised primarily of salary expenses) associated with the PPP loans that were capitalized during the second quarter. The year-over-year increase in employee compensation and benefits expense was mainly the result of a 7.1% increase in headcount.
|
|
|
|
•
|
Goodwill was considered impaired and fully written-off in the first quarter 2020.
|
|
|
|
•
|
There was no write-down of OREO properties in the second quarter of 2020 compared to writedowns in the linked quarter and year-over-year.
|
|
|
|
•
|
The decrease in other non-interest expense in the linked quarter was primarily is the result of a loss of $0.3 million recognized on the sale-leaseback of the Manitowoc branch in the first quarter and reduced travel and education expenses as a result of the COVID-19 pandemic.
|
|
|
|
|
For the Three Months Ended
|
|
|
|
|
June 30,
2020
|
|
|
March 31,
2020
|
|
|
December 31,
2019
|
|
|
September 30,
2019
|
|
|
June 30,
2019
|
|
|
|
|
(dollars in thousands, except per share data)
|
|
|
Non-Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee compensation and
benefits
|
|
$
|
4,594
|
|
|
$
|
5,260
|
|
|
$
|
5,696
|
|
|
$
|
4,735
|
|
|
$
|
4,199
|
|
|
Occupancy
|
|
|
305
|
|
|
|
354
|
|
|
|
417
|
|
|
|
313
|
|
|
|
283
|
|
|
Information processing
|
|
|
663
|
|
|
|
670
|
|
|
|
645
|
|
|
|
683
|
|
|
|
591
|
|
|
Professional fees
|
|
|
480
|
|
|
|
401
|
|
|
|
371
|
|
|
|
483
|
|
|
|
417
|
|
|
Business development
|
|
|
333
|
|
|
|
366
|
|
|
|
335
|
|
|
|
351
|
|
|
|
347
|
|
|
OREO expenses
|
|
|
44
|
|
|
|
116
|
|
|
|
59
|
|
|
|
57
|
|
|
|
121
|
|
|
Writedown of OREO
|
|
|
—
|
|
|
|
1,360
|
|
|
|
376
|
|
|
|
—
|
|
|
|
250
|
|
|
Net loss (gain) on sale of OREO
|
|
|
—
|
|
|
|
4
|
|
|
|
(231
|
)
|
|
|
160
|
|
|
|
9
|
|
|
Depreciation and amortization
|
|
|
303
|
|
|
|
301
|
|
|
|
319
|
|
|
|
319
|
|
|
|
328
|
|
|
Goodwill impairment
|
|
|
—
|
|
|
|
5,038
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Other
|
|
|
743
|
|
|
|
1,148
|
|
|
|
2,278
|
|
|
|
567
|
|
|
|
901
|
|
|
Total non-interest expense
|
|
$
|
7,465
|
|
|
$
|
15,018
|
|
|
$
|
10,265
|
|
|
$
|
7,668
|
|
|
$
|
7,446
|
|
Asset Quality
|
|
•
|
The increase in substandard loans and the adverse classified asset ratio in the linked quarter were primarily due to the downgrade of four agricultural customers and a single hotel customer.
|
|
|
|
June 30,
2020
|
|
|
March 31,
2020
|
|
|
December 31,
2019
|
|
|
September 30,
2019
|
|
|
June 30,
2019
|
|
|
|
|
(dollars in thousands)
|
|
|
Loans by risk category(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sound/Acceptable/Satisfactory/
Low Satisfactory
|
|
$
|
798,945
|
|
|
$
|
706,247
|
|
|
$
|
724,444
|
|
|
$
|
771,567
|
|
|
$
|
837,094
|
|
|
Watch
|
|
|
198,044
|
|
|
|
219,459
|
|
|
|
216,098
|
|
|
|
202,615
|
|
|
|
175,995
|
|
|
Special Mention
|
|
|
1,856
|
|
|
|
15,036
|
|
|
|
9,239
|
|
|
|
9,346
|
|
|
|
25,254
|
|
|
Substandard Performing
|
|
|
47,741
|
|
|
|
34,179
|
|
|
|
49,774
|
|
|
|
71,133
|
|
|
|
83,992
|
|
|
Substandard Impaired
|
|
|
40,938
|
|
|
|
37,515
|
|
|
|
36,218
|
|
|
|
26,106
|
|
|
|
25,497
|
|
|
Total loans
|
|
$
|
1,087,524
|
|
|
$
|
1,012,436
|
|
|
$
|
1,035,773
|
|
|
$
|
1,080,767
|
|
|
$
|
1,147,832
|
|
|
Adverse classified asset ratio (2)
|
|
|
41.73
|
%
|
|
|
32.35
|
%
|
|
|
39.85
|
%
|
|
|
45.67
|
%
|
|
|
53.21
|
%
|
|
|
(1)
|
Troubled debt restructurings are presented in their internal risk rating category rather than reclassified to substandard impaired. Prior quarters have been reclassified to reflect this change.
|
|
|
(2)
|
This is a non-GAAP financial measure. A reconciliation to GAAP is included at the end of this earnings release.
|
Non-Performing Assets
|
|
•
|
Non-performing assets increased in the linked quarter by $2.8 million, or 7.9%, sequentially. Year-over-year, non-performing assets increased $9.3 million, or 32.3%, due to a $5.8 million increase in non-accrual agricultural loans and a $9.6 million increase in non-accrual commercial loans, which were partially offset by a $6.1 million decrease in OREO properties.
|
|
|
•
|
A provision for loan losses of $1.1 million was recorded for the three months ended June 30, 2020 compared to a provision of $0.9 million for the three months ended June 30, 2019. The increase in provision was the result of the increase in substandard impaired loans.
|
|
|
|
June 30,
2020
|
|
|
March 31,
2020
|
|
|
December 31,
2019
|
|
|
September 30,
2019
|
|
|
June 30,
2019
|
|
|
|
|
(dollars in thousands)
|
|
|
Non-Performing Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual loans
|
|
$
|
35,456
|
|
|
$
|
32,051
|
|
|
$
|
30,968
|
|
|
$
|
20,776
|
|
|
$
|
20,096
|
|
|
Other real estate owned
|
|
|
2,629
|
|
|
|
3,247
|
|
|
|
5,521
|
|
|
|
7,252
|
|
|
|
8,693
|
|
|
Total non-performing assets
|
|
$
|
38,085
|
|
|
$
|
35,298
|
|
|
$
|
36,489
|
|
|
$
|
28,028
|
|
|
$
|
28,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing TDRs not on
nonaccrual
|
|
$
|
21,986
|
|
|
$
|
21,853
|
|
|
$
|
21,784
|
|
|
$
|
28,520
|
|
|
$
|
28,892
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-performing assets as a % of total
loans
|
|
|
3.50
|
%
|
|
|
3.49
|
%
|
|
|
3.52
|
%
|
|
|
2.59
|
%
|
|
|
2.51
|
%
|
|
Non-performing assets as a % of total
assets
|
|
|
2.52
|
%
|
|
|
2.61
|
%
|
|
|
2.65
|
%
|
|
|
1.98
|
%
|
|
|
1.94
|
%
|
|
Allowance for loan losses as a % of
total loans
|
|
|
1.71
|
%
|
|
|
1.73
|
%
|
|
|
1.47
|
%
|
|
|
1.39
|
%
|
|
|
1.42
|
%
|
|
Net charge-offs (recoveries) quarter-
to-date
|
|
$
|
120
|
|
|
$
|
(62
|
)
|
|
$
|
(253
|
)
|
|
$
|
39
|
|
|
$
|
2,111
|
|
Corporate Updates
At the annual organizational meeting of the Company’s and the Bank’s boards of directors, Chair William Censky informed the boards that he did not wish to seek re-election as chair of the Company and the Bank. Censky, who is one of the Company's co-founders, has served as chair since the Company's inception in 1996 and will remain a director on the boards of directors of both the Company and the Bank.
According to Timothy Schneider, CEO of Investors Community Bank and President of County Bancorp, Inc., "We are grateful for Bill's leadership and strategic contributions over the past 23 years. His focus on excellence as well as his unwavering support for the bank, its employees and our communities has been vital to our success."
On July 21, 2020, the respective boards appointed current independent director Andrew Steimle as the new chair of the boards of directors of both the Company and the Bank. Steimle has served on both boards of directors since April 2008. He is a business and real estate attorney practicing in Wisconsin and is a founding partner of Steimle Birschbach LLC. Additionally, the Company’s board of directors appointed director Kathi P. Seifert as Chair of the Nominating and Governance Committee and director Vicki L. Leinbach as Chair of the Compensation Committee.
Conference Call
The Company will host an earnings call tomorrow, July 24, 2020, at 8:30 a.m., CDT, conducted by Timothy J. Schneider, President, and Glen L. Stiteley, CFO. The earnings call will be broadcast over the Internet on the Company’s website at Investors.ICBK.com. In addition, you may listen to the Company’s earnings call via telephone by dialing (844) 835-9984. Investors should visit the Company’s website or call in to the dial-in number set forth above at least 10 minutes prior to the scheduled start of the call.
A replay of the earnings call will be available until July 24, 2021, by visiting the Company’s website at Investors.ICBK.com/QuarterlyResults.
About County Bancorp, Inc.
County Bancorp, Inc., a Wisconsin corporation and registered bank holding company founded in May 1996, and its wholly-owned subsidiary Investors Community Bank, a Wisconsin-chartered bank, are headquartered in Manitowoc, Wisconsin. The state of Wisconsin is often referred to as “America’s Dairyland,” and one of the niches it has developed is providing financial services to agricultural businesses statewide, with a primary focus on dairy-related lending. It also serves business and retail customers throughout Wisconsin, with a focus on northeastern and central Wisconsin. Its customers are served
from its full-service locations in Manitowoc, Appleton, Green Bay, and Stevens Point and its loan production offices in Darlington, Eau Claire, Fond du Lac, and Sheboygan.
Forward-Looking Statements
This press release includes "forward-looking statements” within the meaning of such term in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. The Company cautions you that the forward-looking statements presented in this press release are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "plan," "seek," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or the negative thereof or variations thereon or similar terminology. Factors that may cause actual results to differ materially from those made or suggested by the forward-looking statements contained in this press release include those identified in the Company’s most recent annual report on Form 10-K and subsequent filings with the Securities and Exchange Commission, including the effects of the COVID-19 pandemic and its potential effects on the economic environment, our customers and our operations, as well as, any changes to federal, state, or local government laws, regulations, or orders in connection with the pandemic. Any forward-looking statements presented herein are made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
###
Investor Relations Contact
Glen L. Stiteley
EVP - CFO, Investors Community Bank
Phone: (920) 686-5658
Email: gstiteley@icbk.com
|
County Bancorp, Inc.
Consolidated Financial Summary
(Unaudited)
|
|
June 30,
2020
|
|
|
March 31,
2020
|
|
|
December 31,
2019
|
|
|
September 30,
2019
|
|
|
June 30,
2019
|
|
|
|
|
(dollars in thousands, except per share data)
|
|
|
Period-End Balance Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
127,432
|
|
|
$
|
21,545
|
|
|
$
|
129,011
|
|
|
$
|
120,845
|
|
|
$
|
116,251
|
|
|
Securities available for sale, at fair
value
|
|
|
226,971
|
|
|
|
246,148
|
|
|
|
158,733
|
|
|
|
154,962
|
|
|
|
158,561
|
|
|
Loans held for sale
|
|
|
11,847
|
|
|
|
14,388
|
|
|
|
2,151
|
|
|
|
4,192
|
|
|
|
7,448
|
|
|
Agricultural loans
|
|
|
624,340
|
|
|
|
642,066
|
|
|
|
659,725
|
|
|
|
673,742
|
|
|
|
713,602
|
|
|
Commercial loans
|
|
|
328,368
|
|
|
|
325,310
|
|
|
|
331,723
|
|
|
|
360,132
|
|
|
|
383,542
|
|
|
Paycheck Protection Plan loans
|
|
|
103,317
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Multi-family real estate loans
|
|
|
30,439
|
|
|
|
42,198
|
|
|
|
41,070
|
|
|
|
43,487
|
|
|
|
46,683
|
|
|
Residential real estate loans
|
|
|
975
|
|
|
|
2,753
|
|
|
|
2,888
|
|
|
|
3,183
|
|
|
|
3,753
|
|
|
Installment and consumer other
|
|
|
85
|
|
|
|
109
|
|
|
|
367
|
|
|
|
223
|
|
|
|
252
|
|
|
Total loans
|
|
|
1,087,524
|
|
|
|
1,012,436
|
|
|
|
1,035,773
|
|
|
|
1,080,767
|
|
|
|
1,147,832
|
|
|
Allowance for loan losses
|
|
|
(18,569
|
)
|
|
|
(17,547
|
)
|
|
|
(15,267
|
)
|
|
|
(15,065
|
)
|
|
|
(16,258
|
)
|
|
Net loans
|
|
|
1,068,955
|
|
|
|
994,889
|
|
|
|
1,020,506
|
|
|
|
1,065,702
|
|
|
|
1,131,574
|
|
|
Other assets
|
|
|
78,712
|
|
|
|
78,004
|
|
|
|
68,378
|
|
|
|
69,263
|
|
|
|
70,812
|
|
|
Total Assets
|
|
$
|
1,513,917
|
|
|
$
|
1,354,974
|
|
|
$
|
1,378,779
|
|
|
$
|
1,414,964
|
|
|
$
|
1,484,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits
|
|
$
|
149,963
|
|
|
$
|
117,434
|
|
|
$
|
138,489
|
|
|
$
|
117,224
|
|
|
$
|
111,022
|
|
|
NOW accounts and interest checking
|
|
|
81,656
|
|
|
|
64,873
|
|
|
|
63,781
|
|
|
|
56,637
|
|
|
|
54,253
|
|
|
Savings
|
|
|
8,369
|
|
|
|
6,566
|
|
|
|
15,708
|
|
|
|
6,981
|
|
|
|
6,621
|
|
|
Money market accounts
|
|
|
307,083
|
|
|
|
237,889
|
|
|
|
242,539
|
|
|
|
248,608
|
|
|
|
239,337
|
|
|
Time deposits
|
|
|
346,482
|
|
|
|
364,930
|
|
|
|
375,100
|
|
|
|
388,759
|
|
|
|
387,899
|
|
|
Brokered deposits
|
|
|
121,503
|
|
|
|
161,882
|
|
|
|
166,340
|
|
|
|
206,474
|
|
|
|
256,475
|
|
|
National time deposits
|
|
|
57,997
|
|
|
|
66,386
|
|
|
|
99,485
|
|
|
|
118,070
|
|
|
|
149,570
|
|
|
Total deposits
|
|
|
1,073,053
|
|
|
|
1,019,960
|
|
|
|
1,101,442
|
|
|
|
1,142,753
|
|
|
|
1,205,177
|
|
|
Federal Reserve Discount Window
advances
|
|
|
99,693
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
FHLB advances
|
|
|
93,400
|
|
|
|
109,400
|
|
|
|
44,400
|
|
|
|
44,400
|
|
|
|
59,400
|
|
|
Subordinated debentures
|
|
|
61,910
|
|
|
|
44,896
|
|
|
|
44,858
|
|
|
|
44,820
|
|
|
|
44,781
|
|
|
Other liabilities
|
|
|
17,336
|
|
|
|
15,672
|
|
|
|
16,050
|
|
|
|
14,239
|
|
|
|
12,564
|
|
|
Total Liabilities
|
|
|
1,345,392
|
|
|
|
1,189,928
|
|
|
|
1,206,750
|
|
|
|
1,246,212
|
|
|
|
1,321,922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity
|
|
|
168,525
|
|
|
|
165,046
|
|
|
|
172,029
|
|
|
|
168,752
|
|
|
|
162,724
|
|
|
Total Liabilities and Shareholders'
Equity
|
|
$
|
1,513,917
|
|
|
$
|
1,354,974
|
|
|
$
|
1,378,779
|
|
|
$
|
1,414,964
|
|
|
$
|
1,484,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Price Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High - Quarter-to-date
|
|
$
|
24.67
|
|
|
$
|
27.19
|
|
|
$
|
27.98
|
|
|
$
|
20.99
|
|
|
$
|
18.92
|
|
|
Low - Quarter-to-date
|
|
$
|
17.13
|
|
|
$
|
13.55
|
|
|
$
|
18.76
|
|
|
$
|
16.80
|
|
|
$
|
16.24
|
|
|
Market price - Quarter-end
|
|
$
|
20.93
|
|
|
$
|
18.50
|
|
|
$
|
25.63
|
|
|
$
|
19.62
|
|
|
$
|
17.09
|
|
|
Book value per share
|
|
$
|
25.18
|
|
|
$
|
24.17
|
|
|
$
|
24.32
|
|
|
$
|
23.89
|
|
|
$
|
23.03
|
|
|
Tangible book value per share (1)
|
|
$
|
25.16
|
|
|
$
|
24.15
|
|
|
$
|
23.58
|
|
|
$
|
23.10
|
|
|
$
|
22.23
|
|
|
Common shares outstanding
|
|
|
6,375,150
|
|
|
|
6,496,790
|
|
|
|
6,734,132
|
|
|
|
6,727,908
|
|
|
|
6,717,908
|
|
|
|
(1)
|
This is a non-GAAP financial measure. A reconciliation to GAAP is included below.
|
|
|
|
For the Three Months Ended
|
|
|
|
|
June 30,
2020
|
|
|
March 31,
2020
|
|
|
December 31,
2019
|
|
|
September 30,
2019
|
|
|
June 30,
2019
|
|
|
|
|
(dollars in thousands, except per share data)
|
|
|
Selected Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and Dividend Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees
|
|
$
|
12,130
|
|
|
$
|
12,582
|
|
|
$
|
13,691
|
|
|
$
|
15,030
|
|
|
$
|
15,484
|
|
|
Taxable securities
|
|
|
1,283
|
|
|
|
1,282
|
|
|
|
1,106
|
|
|
|
1,117
|
|
|
|
1,177
|
|
|
Tax-exempt securities
|
|
|
162
|
|
|
|
6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
82
|
|
|
Federal funds sold and other
|
|
|
111
|
|
|
|
225
|
|
|
|
442
|
|
|
|
612
|
|
|
|
465
|
|
|
Total interest and dividend
income
|
|
|
13,686
|
|
|
|
14,095
|
|
|
|
15,239
|
|
|
|
16,759
|
|
|
|
17,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
3,721
|
|
|
|
4,347
|
|
|
|
4,781
|
|
|
|
5,574
|
|
|
|
5,678
|
|
|
FHLB advances and other
borrowed funds
|
|
|
343
|
|
|
|
244
|
|
|
|
225
|
|
|
|
246
|
|
|
|
415
|
|
|
Subordinated debentures
|
|
|
736
|
|
|
|
706
|
|
|
|
695
|
|
|
|
687
|
|
|
|
683
|
|
|
Total interest expense
|
|
|
4,800
|
|
|
|
5,297
|
|
|
|
5,701
|
|
|
|
6,507
|
|
|
|
6,776
|
|
|
Net interest income
|
|
|
8,886
|
|
|
|
8,798
|
|
|
|
9,538
|
|
|
|
10,252
|
|
|
|
10,432
|
|
|
Provision for loan losses
|
|
|
1,142
|
|
|
|
2,218
|
|
|
|
(51
|
)
|
|
|
(1,154
|
)
|
|
|
876
|
|
|
Net interest income after provision
for loan losses
|
|
|
7,744
|
|
|
|
6,580
|
|
|
|
9,589
|
|
|
|
11,406
|
|
|
|
9,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services charges
|
|
|
368
|
|
|
|
342
|
|
|
|
549
|
|
|
|
348
|
|
|
|
407
|
|
|
Gain on sale of loans, net
|
|
|
4
|
|
|
|
38
|
|
|
|
34
|
|
|
|
87
|
|
|
|
26
|
|
|
Loan servicing fees
|
|
|
1,923
|
|
|
|
1,831
|
|
|
|
1,778
|
|
|
|
1,677
|
|
|
|
1,563
|
|
|
Loan servicing right origination
|
|
|
275
|
|
|
|
289
|
|
|
|
1,146
|
|
|
|
1,741
|
|
|
|
346
|
|
|
Income on OREO
|
|
|
3
|
|
|
|
—
|
|
|
|
54
|
|
|
|
10
|
|
|
|
40
|
|
|
Gain on sale of securities
|
|
|
570
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
341
|
|
|
Other
|
|
|
237
|
|
|
|
203
|
|
|
|
161
|
|
|
|
171
|
|
|
|
164
|
|
|
Total non-interest income
|
|
|
3,380
|
|
|
|
2,703
|
|
|
|
3,722
|
|
|
|
4,034
|
|
|
|
2,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee compensation and
benefits
|
|
|
4,594
|
|
|
|
5,260
|
|
|
|
5,696
|
|
|
|
4,735
|
|
|
|
4,199
|
|
|
Occupancy
|
|
|
305
|
|
|
|
354
|
|
|
|
417
|
|
|
|
313
|
|
|
|
283
|
|
|
Information processing
|
|
|
663
|
|
|
|
670
|
|
|
|
645
|
|
|
|
683
|
|
|
|
591
|
|
|
Professional fees
|
|
|
480
|
|
|
|
401
|
|
|
|
371
|
|
|
|
483
|
|
|
|
417
|
|
|
Business development
|
|
|
333
|
|
|
|
366
|
|
|
|
335
|
|
|
|
351
|
|
|
|
347
|
|
|
OREO expenses
|
|
|
44
|
|
|
|
116
|
|
|
|
59
|
|
|
|
57
|
|
|
|
121
|
|
|
Writedown of OREO
|
|
|
—
|
|
|
|
1,360
|
|
|
|
376
|
|
|
|
—
|
|
|
|
250
|
|
|
Net loss (gain) on sale of OREO
|
|
|
—
|
|
|
|
4
|
|
|
|
(231
|
)
|
|
|
160
|
|
|
|
9
|
|
|
Depreciation and amortization
|
|
|
303
|
|
|
|
301
|
|
|
|
319
|
|
|
|
319
|
|
|
|
328
|
|
|
Goodwill impairment
|
|
|
—
|
|
|
|
5,038
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Other
|
|
|
743
|
|
|
|
1,148
|
|
|
|
2,278
|
|
|
|
567
|
|
|
|
901
|
|
|
Total non-interest expense
|
|
|
7,465
|
|
|
|
15,018
|
|
|
|
10,265
|
|
|
|
7,668
|
|
|
|
7,446
|
|
|
Income before income taxes
|
|
|
3,659
|
|
|
|
(5,735
|
)
|
|
|
3,046
|
|
|
|
7,772
|
|
|
|
4,997
|
|
|
Income tax expense
|
|
|
926
|
|
|
|
(547
|
)
|
|
|
(258
|
)
|
|
|
2,090
|
|
|
|
1,293
|
|
|
NET INCOME (LOSS)
|
|
$
|
2,733
|
|
|
$
|
(5,188
|
)
|
|
$
|
3,304
|
|
|
$
|
5,682
|
|
|
$
|
3,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share
|
|
$
|
0.40
|
|
|
$
|
(0.79
|
)
|
|
$
|
0.47
|
|
|
$
|
0.82
|
|
|
$
|
0.53
|
|
|
Diluted earnings (loss) per share
|
|
$
|
0.40
|
|
|
$
|
(0.78
|
)
|
|
$
|
0.47
|
|
|
$
|
0.82
|
|
|
$
|
0.53
|
|
|
Dividends declared per share
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
|
|
For the Three Months Ended
|
|
|
|
|
June 30,
2020
|
|
|
March 31,
2020
|
|
|
December 31,
2019
|
|
|
September 30,
2019
|
|
|
June 30,
2019
|
|
|
|
|
(dollars in thousands, except share data)
|
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets(1)
|
|
|
0.74
|
%
|
|
|
(1.53
|
)%
|
|
|
0.96
|
%
|
|
|
1.57
|
%
|
|
|
1.00
|
%
|
|
Return on average
shareholders' equity(1)
|
|
|
6.55
|
%
|
|
|
(11.97
|
)%
|
|
|
7.74
|
%
|
|
|
13.73
|
%
|
|
|
9.24
|
%
|
|
Return on average common
shareholders' equity (1)(2)
|
|
|
6.63
|
%
|
|
|
(12.81
|
)%
|
|
|
7.83
|
%
|
|
|
14.14
|
%
|
|
|
9.41
|
%
|
|
Efficiency ratio (1)(2)
|
|
|
63.83
|
%
|
|
|
74.92
|
%
|
|
|
76.32
|
%
|
|
|
52.55
|
%
|
|
|
55.38
|
%
|
|
Tangible common equity to
tangible assets (2)
|
|
|
10.60
|
%
|
|
|
11.58
|
%
|
|
|
11.56
|
%
|
|
|
11.03
|
%
|
|
|
10.10
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing
operations
|
|
$
|
2,733
|
|
|
$
|
(5,188
|
)
|
|
$
|
3,304
|
|
|
$
|
5,682
|
|
|
$
|
3,704
|
|
|
Less: Preferred stock
dividends
|
|
|
99
|
|
|
|
108
|
|
|
|
117
|
|
|
|
120
|
|
|
|
118
|
|
|
Income available to common
shareholders
|
|
$
|
2,634
|
|
|
$
|
(5,296
|
)
|
|
$
|
3,187
|
|
|
$
|
5,562
|
|
|
$
|
3,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of
common shares issued
|
|
|
7,198,901
|
|
|
|
7,182,945
|
|
|
|
7,173,290
|
|
|
|
7,168,785
|
|
|
|
7,159,072
|
|
|
Less: Weighted average
treasury shares
|
|
|
759,294
|
|
|
|
518,740
|
|
|
|
443,920
|
|
|
|
443,920
|
|
|
|
443,920
|
|
|
Plus: Weighted average non-
vested restricted stock units
|
|
|
65,291
|
|
|
|
39,785
|
|
|
|
32,125
|
|
|
|
32,125
|
|
|
|
30,483
|
|
|
Weighted average number of
common shares outstanding
|
|
|
6,504,898
|
|
|
|
6,703,990
|
|
|
|
6,761,495
|
|
|
|
6,756,990
|
|
|
|
6,745,635
|
|
|
Effect of dilutive options
|
|
|
28,511
|
|
|
|
49,072
|
|
|
|
44,630
|
|
|
|
19,160
|
|
|
|
20,731
|
|
|
Weighted average number
of common shares
outstanding used to
calculate diluted earnings
per common share
|
|
|
6,533,409
|
|
|
|
6,753,062
|
|
|
|
6,806,125
|
|
|
|
6,776,150
|
|
|
|
6,766,366
|
|
|
|
(2)
|
This is a non-GAAP financial measure. A reconciliation to GAAP is included below.
|
Non-GAAP Financial Measures:
|
|
|
For the Three Months Ended
|
|
|
|
|
June 30,
2020
|
|
|
March 31,
2020
|
|
|
December 31,
2019
|
|
|
September 30,
2019
|
|
|
June 30,
2019
|
|
|
|
|
(dollars in thousands)
|
|
|
Return on average common
shareholders' equity
reconciliation(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average
shareholders' equity
|
|
|
6.55
|
%
|
|
|
(11.97
|
)%
|
|
|
7.74
|
%
|
|
|
13.73
|
%
|
|
|
9.24
|
%
|
|
Effect of excluding average
preferred shareholders'
equity
|
|
|
0.08
|
%
|
|
|
(0.84
|
)%
|
|
|
0.09
|
%
|
|
|
0.41
|
%
|
|
|
0.17
|
%
|
|
Return on average common
shareholders' equity
|
|
|
6.63
|
%
|
|
|
(12.81
|
)%
|
|
|
7.83
|
%
|
|
|
14.14
|
%
|
|
|
9.41
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficiency ratio (2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expense
|
|
$
|
7,465
|
|
|
$
|
15,018
|
|
|
$
|
10,265
|
|
|
$
|
7,668
|
|
|
$
|
7,446
|
|
|
Less: goodwill impairment
|
|
|
—
|
|
|
|
(5,038
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Less: net loss on sales
and write-downs of OREO
|
|
|
—
|
|
|
|
(1,364
|
)
|
|
|
(145
|
)
|
|
|
(160
|
)
|
|
|
(259
|
)
|
|
Adjusted non-interest
expense (non-GAAP)
|
|
$
|
7,465
|
|
|
$
|
8,616
|
|
|
$
|
10,120
|
|
|
$
|
7,508
|
|
|
$
|
7,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
8,886
|
|
|
$
|
8,798
|
|
|
$
|
9,538
|
|
|
$
|
10,252
|
|
|
$
|
10,432
|
|
|
Non-interest income
|
|
|
3,380
|
|
|
|
2,703
|
|
|
|
3,722
|
|
|
|
4,034
|
|
|
|
2,887
|
|
|
Less: net gain on sales of
securities
|
|
|
(570
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(341
|
)
|
|
Operating revenue
|
|
$
|
11,696
|
|
|
$
|
11,501
|
|
|
$
|
13,260
|
|
|
$
|
14,286
|
|
|
$
|
12,978
|
|
|
Efficiency ratio
|
|
|
63.83
|
%
|
|
|
74.92
|
%
|
|
|
76.32
|
%
|
|
|
52.55
|
%
|
|
|
55.38
|
%
|
|
|
|
For the Three Months Ended
|
|
|
For the Six Months Ended
|
|
|
|
|
June 30,
2020
|
|
|
June 30,
2019
|
|
|
June 30,
2020
|
|
|
June 30,
2019
|
|
|
|
|
(dollars in thousands, except per share data)
|
|
|
Adjusted diluted earnings per share(3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations
|
|
$
|
2,733
|
|
|
$
|
3,704
|
|
|
$
|
(2,454
|
)
|
|
$
|
7,466
|
|
|
Less: preferred stock dividends
|
|
|
(99
|
)
|
|
|
(118
|
)
|
|
|
(207
|
)
|
|
|
(235
|
)
|
|
Plus: Goodwill impairment
|
|
|
—
|
|
|
|
—
|
|
|
|
5,038
|
|
|
|
—
|
|
|
Adjusted income available to common shareholders
for basic earnings per common share
|
|
$
|
2,634
|
|
|
$
|
3,586
|
|
|
$
|
2,377
|
|
|
$
|
7,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares
outstanding
|
|
|
6,504,898
|
|
|
|
6,745,635
|
|
|
|
6,604,187
|
|
|
|
6,735,725
|
|
|
Effect of dilutive options
|
|
|
28,511
|
|
|
|
20,731
|
|
|
|
39,548
|
|
|
|
21,170
|
|
|
Weighted average number of common shares outstanding used to calculate diluted earnings
per common share
|
|
|
6,533,409
|
|
|
|
6,766,366
|
|
|
|
6,643,735
|
|
|
|
6,756,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted diluted earnings per share
|
|
$
|
0.40
|
|
|
$
|
0.53
|
|
|
$
|
0.36
|
|
|
$
|
1.07
|
|
|
|
(1)
|
Management uses the return on average common shareholders’ equity in order to review our core operating results and our performance.
|
|
|
(2)
|
In our judgment, the adjustments made to non-interest expense allow investors to better assess 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.
|
|
|
(3)
|
In our judgment, the adjustment made to diluted earnings per share allows investors to better assess our income related to core operations by removing the volatility associated with the goodwill impairment which was a one-time, non-cash expense.
|
Non-GAAP Financial Measures (continued):
|
|
|
June 30,
2020
|
|
|
March 31,
2020
|
|
|
December 31,
2019
|
|
|
September 30,
2019
|
|
|
June 30,
2019
|
|
|
|
|
(dollars in thousands, except per share data)
|
|
|
Tangible book value per share and
tangible common equity to tangible
assets reconciliation(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common equity
|
|
$
|
160,526
|
|
|
$
|
157,046
|
|
|
$
|
164,029
|
|
|
$
|
160,752
|
|
|
$
|
154,724
|
|
|
Less: Goodwill
|
|
|
—
|
|
|
|
—
|
|
|
|
5,038
|
|
|
|
5,038
|
|
|
|
5,038
|
|
|
Less: Core deposit intangible, net of
amortization
|
|
|
125
|
|
|
|
171
|
|
|
|
225
|
|
|
|
286
|
|
|
|
354
|
|
|
Tangible common equity
(non-GAAP)
|
|
$
|
160,401
|
|
|
$
|
156,875
|
|
|
$
|
158,766
|
|
|
$
|
155,428
|
|
|
$
|
149,332
|
|
|
Common shares outstanding
|
|
|
6,375,150
|
|
|
|
6,496,790
|
|
|
|
6,734,132
|
|
|
|
6,727,908
|
|
|
|
6,717,908
|
|
|
Tangible book value per share
|
|
$
|
25.16
|
|
|
$
|
24.15
|
|
|
$
|
23.58
|
|
|
$
|
23.10
|
|
|
$
|
22.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,513,917
|
|
|
$
|
1,354,974
|
|
|
$
|
1,378,779
|
|
|
$
|
1,414,964
|
|
|
$
|
1,484,646
|
|
|
Less: Goodwill
|
|
|
—
|
|
|
|
—
|
|
|
|
5,038
|
|
|
|
5,038
|
|
|
|
5,038
|
|
|
Less: Core deposit intangible, net of
amortization
|
|
|
125
|
|
|
|
171
|
|
|
|
225
|
|
|
|
603
|
|
|
|
701
|
|
|
Tangible assets (non-GAAP)
|
|
$
|
1,513,792
|
|
|
$
|
1,354,803
|
|
|
$
|
1,373,516
|
|
|
$
|
1,409,323
|
|
|
$
|
1,478,907
|
|
|
Tangible common equity to tangible
assets
|
|
|
10.60
|
%
|
|
|
11.58
|
%
|
|
|
11.56
|
%
|
|
|
11.03
|
%
|
|
|
10.10
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adverse classified asset ratio(2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard loans
|
|
$
|
88,680
|
|
|
$
|
71,694
|
|
|
$
|
85,992
|
|
|
$
|
97,239
|
|
|
$
|
109,489
|
|
|
Other real estate owned
|
|
|
2,629
|
|
|
|
3,247
|
|
|
|
5,521
|
|
|
|
7,252
|
|
|
|
8,693
|
|
|
Substandard unused commitments
|
|
|
3,230
|
|
|
|
2,840
|
|
|
|
2,849
|
|
|
|
991
|
|
|
|
1,458
|
|
|
Less: Substandard government
guarantees
|
|
|
(6,336
|
)
|
|
|
(7,699
|
)
|
|
|
(7,892
|
)
|
|
|
(7,746
|
)
|
|
|
(7,821
|
)
|
|
Total adverse classified assets
(non-GAAP)
|
|
$
|
88,203
|
|
|
$
|
70,082
|
|
|
$
|
86,470
|
|
|
$
|
97,736
|
|
|
$
|
111,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity (Bank)
|
|
$
|
201,507
|
|
|
$
|
204,089
|
|
|
$
|
204,240
|
|
|
$
|
201,967
|
|
|
$
|
196,036
|
|
|
Accumulated other comprehensive loss
(gain) on available for sale securities
|
|
|
(8,734
|
)
|
|
|
(5,012
|
)
|
|
|
(2,505
|
)
|
|
|
(3,016
|
)
|
|
|
(2,166
|
)
|
|
Allowance for loan losses
|
|
|
18,569
|
|
|
|
17,547
|
|
|
|
15,267
|
|
|
|
15,065
|
|
|
|
16,258
|
|
|
Adjusted total equity (non-GAAP)
|
|
$
|
211,342
|
|
|
$
|
216,624
|
|
|
$
|
217,002
|
|
|
$
|
214,016
|
|
|
$
|
210,128
|
|
|
Adverse classified asset ratio
|
|
|
41.73
|
%
|
|
|
32.35
|
%
|
|
|
39.85
|
%
|
|
|
45.67
|
%
|
|
|
53.21
|
%
|
|
|
(1)
|
In our judgment, the adjustments made to book value, equity and assets allow investors to better assess our capital adequacy and net worth by removing the effect of goodwill and intangible assets that are unrelated to our core business.
|
|
|
(2)
|
The adjustments made to non-performing assets allow management to better assess asset quality and monitor the amount of capital coverage necessary for non-performing assets.
|