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):
November 15, 2019
LIMESTONE BANCORP, INC.
(Exact Name of Registrant as specified in Charter)
Kentucky
| | 001-33033
| | 61-1142247
|
(State or other jurisdiction
| | (Commission
| | (IRS Employer
|
of incorporation)
| | File Number)
| | Identification No.)
|
| 2500 Eastpoint Parkway, Louisville, Kentucky | |
| | 40223 |
(Address of principal executive offices)
| |
| | (Zip code) |
(502) 499-4800
(Registrant's telephone number, including area code)
N/A
(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:
[ ] 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, no par value | LMST | The Nasdaq Capital 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 2.01. Completion of Acquisition or Disposition of Assets
On November 15, 2019, Limestone Bank, Inc. (the “Bank”), the wholly-owned subsidiary of Limestone Bancorp, Inc. (the “Company”), completed the acquisition of four branch banking centers, certain performing loans, and certain customer deposits from Republic Bank and Trust. The branch banking centers are located in the Kentucky cities of Elizabethtown, Frankfort, and Owensboro.
In the transaction, the Bank acquired approximately $127 million in loans and $1.5 million in premises and equipment and assumed approximately $132 million in deposits. The premium paid was approximately $8 million or 6% based upon the trailing 10-day average amount of deposits at the closing date. Net settlement was made in cash. The Company did not issue common shares in this transaction.
The following table presents a summary of the acquired loan portfolio at the purchase date by class and weighted average rate:
| | | As of
| | | | |
| | | November 15, | | | Weighted
| |
| | | 2019
| | | Average
| |
| | | (in thousands) | | | Rate
| |
| | | | | | | |
Commercial | | $ | 1,846 | | | | 5.63 | % |
Commercial Real Estate: | | | | | | | | |
Construction | | | 11,570 | | | | 5.28 | |
Farmland | | | 321 | | | | 5.25 | |
Nonfarm nonresidential | | | 37,693 | | | | 4.54 | |
Residential Real Estate: | | | | | | | | |
Multi-family | | | 11,789 | | | | 4.59 | |
1-4 Family | | | 63,335 | | | | 4.76 | |
Consumer | | | 380 | | | | 6.82 | |
Agriculture | | | — | | | | — | |
Other | | | 281 | | | | 2.60 | |
Total Loans | | $ | 127,215 | | | | 4.74 | % |
The following table presents a summary of the acquired loan portfolio at the purchase date by contractual terms to maturity:
| | | As of November 15, 2019 | |
| | |
Maturing
Within One Year | | | Maturing 1 through 5 Years | | | Maturing Over 5 Years | | | Total Loans | |
| | | (dollars in thousands) | |
| Loans with fixed rates: | | | | | | | | | | | | |
| Commercial | | $ | — | | | $ | 350 | | | $ | 459 | | | $ | 809 | |
| Commercial Real Estate: | | | | | | | | | | | | | | | | |
| Construction | | | 15 | | | | 1,137 | | | | 169 | | | | 1,321 | |
| Farmland | | | — | | | | — | | | | — | | | | — | |
| Nonfarm nonresidential | | | 5 | | | | 1,058 | | | | 7,959 | | | | 9,022 | |
| Residential Real Estate: | | | | | | | | | | | | | | | | |
| Multi-family | | | 950 | | | | 85 | | | | 2,739 | | | | 3,774 | |
| 1-4 Family | | | 843 | | | | 1,197 | | | | 24,926 | | | | 26,966 | |
| Consumer | | | 105 | | | | 258 | | | | 17 | | | | 380 | |
| Agriculture | | | — | | | | — | | | | — | | | | — | |
| Other | | | — | | | | — | | | | 281 | | | | 281 | |
| Total fixed rate loans | | $ | 1,918 | | | $ | 4,085 | | | $ | 36,550 | | | $ | 42,553 | |
| | | | | | | | | | | | | | | | | |
| Loans with floating rates: | | | | | | | | | | | | | | | | |
| Commercial | | $ | 824 | | | $ | 213 | | | $ | — | | | $ | 1,037 | |
| Commercial Real Estate: | | | | | | | | | | | | | | | | |
| Construction | | | 560 | | | | 1,239 | | | | 8,450 | | | | 10,249 | |
| Farmland | | | 73 | | | | 116 | | | | 132 | | | | 321 | |
| Nonfarm nonresidential | | | 3,302 | | | | 1,104 | | | | 24,265 | | | | 28,671 | |
| Residential Real Estate: | | | | | | | | | | | | | | | | |
| Multi-family | | | — | | | | 2,715 | | | | 5,300 | | | | 8,015 | |
| 1-4 Family | | | 693 | | | | 5,329 | | | | 30,347 | | | | 36,369 | |
| Consumer | | | — | | | | — | | | | — | | | | — | |
| Agriculture | | | — | | | | — | | | | — | | | | — | |
| Other | | | — | | | | — | | | | — | | | | — | |
| Total floating rate loans | | $ | 5,452 | | | $ | 10,716 | | | $ | 68,494 | | | $ | 84,662 | |
The following table presents a summary of the acquired deposits at the purchase date by weighted average rate:
| | As of
November 15,
2019 (in thousands) | | | Weighed Average Rate | |
| | | | | | |
| Non-interest bearing | | $ | 42,577 | | | | — | |
| Interest checking | | | 36,681 | | | | 0.35 | % |
| Money market | | | 9,721 | | | | 0.23 | |
| Savings | | | 16,458 | | | | 0.16 | |
| Certificates of deposit | | | 26,914 | | | | 2.10 | |
| Total | | $ | 132,351 | | | | 0.56 | % |
The following table presents a summary of the acquired certificates of deposits at the purchase date by $250,000 or more:
| | | As of November 15, 2019 | |
| | | (in thousands) | |
| Less than $250,000 | | $ | 23,999 | |
| $250,000 or more | | | 2,915 | |
| | $ | 26,914 | |
The following table presents a summary of the acquired certificates of deposit at the purchase date by time remaining until maturity:
| | | As of November 15, 2019 | |
| | | (in thousands) | |
| Year 1 | | $ | 12,532 | |
Year 2 | | | 4,610 | |
| Year 3 | | | 4,134 | |
| Year 4 | | | 3,977 | |
| Year 5 | | | 1,498 | |
| Thereafter | | | 163 | |
| | $ | 26,914 | |
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit No. | | Description of Exhibit |
| | | |
99.1 | | Press release issued November 18, 2019. |
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 hereunto duly authorized.
Date: November 19, 2019
| Limestone Bancorp, Inc. | |
| | | | |
| By: | /s/ Phillip W. Barnhouse | |
| | | Phillip W. Barnhouse | |
| | | Chief Financial Officer | |
EXHIBIT INDEX
