false 0001470205 0001470205 2021-02-16 2021-02-16

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 16, 2021

 

COUNTY BANCORP, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Wisconsin

001-36808

39-1850431

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

2400 South 44th Street,

Manitowoc, WI

 

54221

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (920) 686-9998

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common stock, $0.01 par value

 

ICBK

 

Nasdaq Global Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

 

Item 8.01 Other Events.

On February 16, 2021, County Bancorp, Inc. (the “Company”) announced that its board of directors extended the stock repurchase program authorizing the purchase of up to an aggregate of 609,000 additional shares of the Company’s outstanding common stock through February 16, 2024. The shares may, at the discretion of management, be repurchased from time to time in open market purchases as market conditions warrant or in privately negotiated transactions, including pursuant to a Rule 10b5-1 plan, all as effected to the extent permitted by applicable law, including pursuant to the safe harbor provided under Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Company is not obligated to purchase any shares under the program, and the program may be discontinued at any time. The actual timing, number and share price of shares purchased under the repurchase program will be determined by the Company at its discretion and will depend on a number of factors, including the market price of the Company’s stock, general market and economic conditions and applicable legal requirements. The shares authorized to be repurchased represent approximately 10% of the Company’s currently outstanding common stock.

On February 16, 2021, the Company also declared a quarterly dividend of $0.10 per share of its common stock.  The dividend is payable on March 19, 2021 to shareholders of record on March 5, 2021.  A copy of the press release issued on November 18, 2020 announcing the dividend is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

Exhibit

Number

 

Description

   99.1

 

Press release dated February 17, 2021

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

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

 

 

 

COUNTY BANCORP, INC.

 

 

 

 

Date: February 17, 2021

 

By:

/s/ Mark A. Miller

 

 

 

Mark A. Miller

 

 

 

Secretary

 

 

 

Exhibit 99.1

FOR IMMEDIATE RELEASE

 

COUNTY BANCORP EXTENDS SHARE REPURCHASE PROGRAM AND DECLARES DIVIDEND

Company remains committed to long-term balanced approach to capital allocation

Manitowoc, WI, February 17, 2021 – County Bancorp, Inc. (NASDAQ: ICBK), the parent company for Investors Community Bank, announced today that its Board of Directors extended the authorization for the repurchase program, and as a result, 609,000 additional shares are now available to be repurchased through February 2024. A total of 1,282,000 shares of common stock have now been authorized to be repurchased under the repurchase program that was originally announced in January 2020.  

Under the previous authorization, the Company instituted a 673,000 share repurchase program that was designed to run through January 2023. As of December 31, 2020, Country Bancorp had repurchased 570,842 shares, or 85%, of the available shares allotted under the previous authorization. Shares of common stock may be purchased under the program periodically in privately negotiated transactions or in open market transactions at prevailing market prices, and pursuant to a trading plan in accordance with applicable securities laws.

“We are pleased to announce the extension of our share repurchase program and our dividend for the first quarter of 2021, both of which highlight our disciplined and balanced capital allocation approach.,” said Tim Schneider, President of County Bancorp, Inc. “The strategic transformation of the right side of our balance sheet enabled us to navigate pandemic-related headwinds in 2020, while preserving our ability to return capital to shareholders. As we look to the future, we plan to leverage that success to generate long-term shareholder value will continuing to drive free cash flow across multiple levers.”

The actual means and timing of any purchases, target number of shares and prices or range of prices under the repurchase program, which the Company will determine in its discretion, will depend on a number of factors, including the market price of the Company's common stock, share issuances under the Company's equity plans, general market and economic conditions and applicable legal and regulatory requirements. The Company's Board of Directors may modify, amend or terminate the program at any time. There is no assurance that the Company will purchase any shares under the program.

 

Quarterly Dividend Announced

 

The Company also announced that on February 16, 2021, its Board of Directors declared a quarterly cash dividend of $0.10 per share. The dividend will be payable on March 19, 2021 to shareholders of record as of March 5, 2021.

About County Bancorp, Inc.

 

County Bancorp, Inc., a Wisconsin corporation and registered bank holding company founded in May 1996, and our wholly-owned subsidiary Investors Community Bank, a Wisconsin-chartered bank, are headquartered in Manitowoc, Wisconsin.  The state of Wisconsin is often referred to as “America’s Dairyland,” and one of the niches we have developed is providing financial services to agricultural businesses statewide, with a primary focus on dairy-related lending.  We also serve business and retail customers throughout Wisconsin, with a focus on northeastern and central Wisconsin.  Our customers are served from our full-service locations in Manitowoc, Appleton, Green Bay, and Stevens Point and our loan production offices in Darlington, Eau Claire, Fond du Lac and Sheboygan. Visit our Investor Relations site for details: Investors.ICBK.com

 

###

 

Investor Relations Contact

Glen L. Stiteley

EVP - CFO, Investors Community Bank

Phone: (920) 686-5658

Email: gstiteley@icbk.com