County Bancorp (ICBK) 10-Q 2016 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2016

OR

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

For the transition period from _________ to __________

Commission File Number: 001-36808

COUNTY BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Wisconsin	39-1850431
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
860 North Rapids Road Manitowoc, WI	54221
(Address of principal executive offices)	(Zip Code)

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

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

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

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company	x

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

As of May 12, 2016, the registrant had 5,786,701 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations	2
	Consolidated Statements of Comprehensive Income	3
	Consolidated Statements of Shareholders’ Equity	4
	Consolidated Statements of Cash Flows	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
Signatures		35
Exhibit Index		36

i

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

COUNTY BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31, 2016 and December 31, 2015

(Unaudited)

	March 31, 2016			December 31, 2015
	(dollars in thousands)
ASSETS
Cash and cash equivalents	$	19,814		$	14,907
Securities available-for-sale, at fair value		79,692			83,281
FHLB Stock, at cost		3,724			3,507
Loans held for sale		3,980			9,201
Loans, net of allowance for loan losses of $11,218 as of March 31, 2016;    $10,405 as of December 31, 2015		764,630			737,784
Premises and equipment, net		8,171			7,165
Loan servicing rights		8,294			8,145
Other real estate owned, net		2,947			2,872
Cash surrender value of bank owned life insurance		11,228			11,155
Deferred tax asset, net		2,185			2,048
Accrued interest receivable and other assets		4,892			4,824
Total assets	$	909,557		$	884,889
LIABILITIES
Deposits:
Noninterest-bearing	$	63,276		$	70,914
Interest-bearing		629,905			601,312
Total deposits		693,181			672,226
Other borrowings		3,407			3,945
Advances from FHLB		83,445			66,445
Subordinated debentures		12,372			12,372
Accrued interest payable and other liabilities		7,774			7,877
Total liabilities		800,179			762,865
Small Business Lending Fund redeemable preferred stock-variable rate,    noncumulative, nonparticipating, $1,000 stated value; 15,000 shares authorized;    no shares issued at March 31, 2016; 15,000 shares issued, $15,000 redemption    amount at December 31, 2015	$	—		$	15,000
SHAREHOLDERS' EQUITY
Preferred stock-variable rate, non-cumulative, nonparticipating, $1,000 stated   value; 15,000 shares authorized; 8,000 shares issued at March 31, 2016 and   December 31, 2015		8,000			8,000
Common stock - $0.01 par value; 50,000,000 authorized; 6,208,309 shares issued and   5,786,701 shares outstanding at March 31, 2016 and 6,192,609 shares issued    and 5,771,001 shares outstanding at December 31, 2015		19			19
Surplus		34,878			34,717
Retained earnings		70,610			68,825
Treasury stock, at cost, 421,608 shares at March 31, 2016 and December 31, 2015		(4,758	)		(4,758	)
Accumulated other comprehensive income		629			221
Total shareholders' equity		109,378			107,024
Total liabilities and shareholders' equity	$	909,557		$	884,889

See accompanying notes to consolidated financial statements

1

COUNTY BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2016 and 2015

(Unaudited)

	March 31, 2016		March 31, 2015
	(dollars in thousands except per share data)
INTEREST AND DIVIDEND INCOME
Loans, including fees	$	8,730	$	7,628
Taxable securities		240		229
Tax-exempt securities		109		106
Federal funds sold and other		39		18
Total interest and dividend income		9,118		7,981
INTEREST EXPENSE
Deposits		1,812		1,478
FHLB advances and other borrowed funds		303		218
Subordinated debentures		66		120
Total interest expense		2,181		1,816
Net interest income		6,937		6,165
Provision for loan losses		812		(602	)
Net interest income after provision for loan losses		6,125		6,767
NON-INTEREST INCOME
Services charges		277		220
Gain on sale of loans, net		100		93
Loan servicing fees		1,447		1,253
Other		113		309
Total non-interest income		1,937		1,875
NON-INTEREST EXPENSE
Employee compensation and benefits		3,001		2,720
Occupancy		93		81
Write-down of other real estate owned		84		182
Other		1,413		1,635
Total non-interest expense		4,591		4,618
Income before income taxes		3,471		4,024
Income tax expense		1,295		1,498
NET INCOME	$	2,176	$	2,526
NET INCOME PER SHARE:
Basic	$	0.36	$	0.44
Diluted	$	0.35	$	0.43
Dividends paid per share	$	0.05	$	0.04

See accompanying notes to consolidated financial statements.

2

COUNTY BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2016 and 2015

(Unaudited)

	March 31, 2016			March 31, 2015
	(dollars in thousands)
Net income	$	2,176		$	2,526
Other comprehensive income:
Unrealized gains on securities available-for-sale		669			479
Income tax benefit		(261	)		(188	)
Total other comprehensive income		408			291
Comprehensive income	$	2,584		$	2,817

See accompanying notes to consolidated financial statements.

3

COUNTY BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Three Months Ended March 31, 2016 and 2015

(Unaudited)

	Preferred Stock		Common Stock		Surplus		Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income		Total Shareholders' Equity
	(dollars in thousands)
Balance at December 31, 2014	$	8,000	$	5	$	16,970	$	59,254		$	(4,572	)	$	386	$	80,043
Net income		—		—		—		2,526			—			—		2,526
Other comprehensive income		—		—		—		—			—			291		291
Stock compensation expense, net of tax		—		—		53		—			—			—		53
Cash dividends declared on common stock		—		—		—		(229	)		—			—		(229	)
Cash dividends declared on preferred stock		—		—		—		(80	)		—			—		(80	)
Cash dividends declared on SBLF preferred stock		—		—		—		(38	)		—			—		(38	)
Proceeds from sale of common stock (1,220,750 shares)		—		13		16,965		—			—			—		16,978
Balance at March 31, 2015	$	8,000	$	18	$	33,988	$	61,433		$	(4,572	)	$	677	$	99,544
Balance at December 31, 2015	$	8,000	$	19	$	34,717	$	68,825		$	(4,758	)	$	221	$	107,024
Net income		—		—		—		2,176			—			—		2,176
Other comprehensive income		—		—		—		—			—			408		408
Stock compensation expense, net of tax		—		—		128		—			—			—		128
Cash dividends declared on common stock		—		—		—		(289	)		—			—		(289	)
Cash dividends declared on preferred stock		—		—		—		(81	)		—			—		(81	)
Cash dividends declared on SBLF preferred stock		—		—		—		(21	)		—			—		(21	)
Proceeds from exercise of common stock options (1,943 shares)		—		—		33		—			—			—		33
Balance at March 31, 2016	$	8,000	$	19	$	34,878	$	70,610		$	(4,758	)	$	629	$	109,378

See accompanying notes to consolidated financial statements.

4

COUNTY BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2016 and 2015

(Unaudited)

	March 31, 2016			March 31, 2015
	(dollars in thousands)
Cash flows from operating activities
Net income	$	2,176		$	2,526
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization of premises and equipment		177			151
Provision for loan losses		812			(602	)
Realized loss on sales of other real estate owned		—			373
Write-down of other real estate owned		84			182
Realized loss (gain) on sales of premises and equipment		(8	)		4
Increase in cash surrender value of bank owned life insurance		(72	)		(71	)
Deferred income tax expense (benefit)		(402	)		194
Stock compensation expense, net		128			53
Net amortization of securities		134			147
Net change in:
Accrued interest receivable and other assets		(69	)		(120	)
Loans held for sale		5,221			(5,262	)
Loan servicing rights		(150	)		(61	)
Accrued interest payable and other liabilities		(102	)		391
Net cash provided by (used in) operating activities		7,929			(2,095	)
Cash flows from investing activities
Proceeds from maturities, principal repayments, and call of securities available for sale		4,128			2,011
Purchases of securities available for sale		—			(1,561	)
Purchases of FHLB stock		(217	)		(218	)
Loan originations and principal collections, net		(27,817	)		13,323
Proceeds from sales of premises and equipment		13			11
Purchases of premises and equipment		(1,188	)		(54	)
Capitalized additions to other real estate owned		—			(39	)
Proceeds from sales of other real estate owned		—			1,493
Net cash provided by (used in) investing activities		(25,081	)		14,966
Cash flows from financing activities
Net decrease in demand and savings deposits		(30,117	)		(6,726	)
Net increase in certificates of deposits		51,072			9,698
Net change in other borrowings		(538	)		(18,211	)
Proceeds from FHLB advances		45,200			5,000
Repayment of FHLB advances		(28,200	)		—
Proceeds from issuance of common stock		33			16,978
Redemption of SBLF preferred stock		(15,000	)		—
Dividends paid on SBLF preferred stock		(21	)		(38	)
Dividends paid on preferred stock		(81	)		(80	)
Dividends paid on common stock		(289	)		(229	)
Net cash provided by financing activities		22,059			6,392
Net change in cash and cash equivalents		4,907			19,263
Cash and cash equivalents, beginning of period		14,907			10,480
Cash and cash equivalents, end of period	$	19,814		$	29,743
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	2,023		$	1,853
Income taxes		650			220
Noncash investing activities:
Transfer from loans to other real estate owned	$	159		$	—
Loans charged off		—			149

See accompanying notes to consolidated financial statements.

5

County Bancorp, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

NOTE 1 – BASIS OF PRESENTATION

The unaudited consolidated financial statements of County Bancorp, Inc. (the “Company”) and its subsidiaries have been prepared, in the opinion of management, to reflect all adjustments necessary for a fair presentiation of the financial position, results of operations, and cash flows for the interim period.  The results of operations for the three months ended March 31, 2016 may not necessarily be indicative of the results to be expected for the entire fiscal year.

Management of the Company is required to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of income and expenses during the reported periods.  Actual results could differ significantly from those estimates.

These unaudited interim financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”).  Certain information in footnote disclosure normally included in financial statements prepared in accordance with GAAP has been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”).  These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2015.

The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the benefits of this extended transition period.

NOTE 2—ACQUISITION

On November 19, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, County Acquisition LLC, a wholly-owned subsidiary of the Company, and Fox River Valley Bancorp, Inc., a Wisconsin corporation (“Fox River Valley”), pursuant to which the Company will acquire Fox River Valley and its wholly-owned bank subsidiary, The Business Bank.  Under the terms of the Merger Agreement, the Company will acquire 100% of Fox River Valley’s outstanding common stock for aggregate consideration of $28.9 million, subject to downward adjustment under certain circumstances.

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

Fox River Valley’s shareholders approved the Merger Agreement on March 17, 2016, and the merger transaction is appropriately not reflected in the Company’s March 31, 2016 financial statements.  The Company received the required regulatory approvals in April 2016, and the merger is expected to close on May 13, 2016, and is subject to customary closing conditions.

6

NOTE 3 – EARNINGS PER SHARE

Earnings per common share ("EPS") is computed using the two-class method.  Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the applicable period.  Diluted earnings per share is computed using the weighted-average number of shares determined for the basic earnings per common share plus the dilutive effect of share-based compensation using the treasury stock method.

	For the Three Months Ended
	March 31,
	2016		2015
Net income from continuing operations	$	2,176	$	2,526
Less:  preferred stock dividends including SBLF		102		118
Income available to common shareholders for basic EPS	$	2,074	$	2,408
Average number of common shares issued		6,561		6,193
Less: weighted average treasury shares		422		410
Less: weighted average nonvested equity incentive plan shares		360		348
Weighted average number of common shares outstanding		5,779		5,435
Effect of dilutive options		109		120
Weighted average number of common shares outstanding    used to calculate diluted earnings per common share		5,888		5,555

NOTE 4 – SECURITIES AVAILABLE-FOR-SALE

The amortized cost and fair value of securities available for sale as of March 31, 2016 and December 31, 2015 are as follows:

	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(dollars in thousands)
March 31, 2016
U.S. government and agency securities	$	2,003	$	1	$	—		$	2,004
Municipal securities		43,462		346		(7	)		43,801
Mortgage-backed securities		33,189		698		—			33,887
	$	78,654	$	1,045	$	(7	)	$	79,692
December 31, 2015
U.S. government and agency securities	$	2,003	$	—	$	—		$	2,003
Municipal securities		46,185		185		(58	)		46,312
Mortgage-backed securities		34,728		356		(118	)		34,966
	$	82,916	$	541	$	(176	)	$	83,281

7

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

	Amortized		Fair
	Cost		Value
	(dollars in thousands)
March 31, 2016
Due in one year or less	$	10,588	$	10,611
Due from one to five years		32,179		32,433
Due from five to ten years		2,698		2,761
Due after ten years		—		—
Mortgage-backed securities		33,189		33,887
	$	78,654	$	79,692
December 31, 2015
Due in one year or less	$	5,005	$	5,017
Due from one to five years		39,329		39,400
Due from five to ten years		3,854		3,898
Due after ten years		—		—
Mortgage-backed securities		34,728		34,966
	$	82,916	$	83,281

There were no security sales for the three months ended March 31, 2016 and 2015, respectively.  

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

	Less Than 12 Months					12 Months or Greater					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
	(dollars in thousands)
March 31, 2016
U.S. government and agency securities	$	—	$	—		$	—	$	—		$	—	$	—
Municipal securities		3,851		(5	)		610		(2	)		4,461		(7	)
Mortgage-backed securities		—		—			—		—			—		—
	$	3,851	$	(5	)	$	610	$	(2	)	$	4,461	$	(7	)
December 31, 2015
U.S. government and agency securities	$	2,003	$	—		$	—	$	—		$	2,003	$	—
Municipal securities		14,153		(53	)		711		(5	)		14,864		(58	)
Mortgage-backed securities		11,291		(86	)		2,039		(32	)		13,330		(118	)
	$	27,447	$	(139	)	$	2,750	$	(37	)	$	30,197	$	(176	)

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

8

NOTE 5 – LOANS

The components of loans were as follows:  

	March 31,			December 31,
	2016			2015
	(dollars in thousands)
Agricultural loans	$	520,756		$	499,320
Commercial real estate loans		165,563			161,741
Commercial loans		52,518			51,978
Residential real estate loans		36,823			34,631
Installment and consumer other		188			519
Total gross loans		775,848			748,189
Allowance for loan losses		(11,218	)		(10,405	)
Loans, net	$	764,630		$	737,784

Changes in the allowance for loan losses by portfolio segment for the three months ended March 31, 2016and 2015 were as follows: 

March 31, 2016	Agricultural		Commercial Real Estate			Commercial			Residential Real Estate			Installment and Consumer Other			Total
	(dollars in thousands)
Balance, beginning of year	$	6,355	$	2,237		$	1,268		$	533		$	12		$	10,405
Provision for loan losses		535		217			(97	)		167			(10	)		812
Loans charged off		—		—			—			—			—			—
Recoveries		1		—			—			—			—			1
Balance, end of period	$	6,891	$	2,454		$	1,171		$	700		$	2		$	11,218
March 31, 2015
Balance, beginning of year	$	3,456	$	3,326		$	2,420		$	1,392		$	9		$	10,603
Provision for loan losses		235		(405	)		(401	)		(25	)		(6	)		(602	)
Loans charged off		—		(36	)		(113	)		—			—			(149	)
Recoveries		1		1			415			—			—			417
Balance, end of period	$	3,692	$	2,886		$	2,321		$	1,367		$	3		$	10,269

9

The following tables present the balances in the allowance for loan losses and the recorded investment and unpaid principal balance in loans by portfolio segment and based on impairment method as of March 31, 2016 and December 31, 2015: 

	March 31, 2016
	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total
	(dollars in thousands)
Allowance for loan losses:
Agricultural loans	$	874	$	6,017	$	6,891
Commercial real estate loans		798		1,656		2,454
Commercial loans		807		363		1,170
Residential real estate loans		—		701		701
Installment and consumer other		—		2		2
Total ending allowance for loan losses		2,479		8,739		11,218
Loans:
Agricultural loans		15,899		504,857		520,756
Commercial real estate loans		4,173		161,390		165,563
Commercial loans		4,379		48,139		52,518
Residential real estate loans		107		36,716		36,823
Installment and consumer other		—		188		188
Total loans		24,558		751,290		775,848
Net loans	$	22,079	$	742,551	$	764,630
	December 31, 2015
	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total
	(dollars in thousands)
Allowance for loan losses:
Agricultural loans	$	1,055	$	5,300	$	6,355
Commercial real estate loans		357		1,880		2,237
Commercial loans		890		378		1,268
Residential real estate loans		—		533		533
Installment and consumer other		—		12		12
Total ending allowance for loan losses		2,302		8,103		10,405
Loans:
Agricultural loans		20,724		478,596		499,320
Commercial real estate loans		4,197		157,544		161,741
Commercial loans		5,481		46,497		51,978
Residential real estate loans		—		34,631		34,631
Installment and consumer other		—		519		519
Total loans		30,402		717,787		748,189
Net loans	$	28,100	$	709,684	$	737,784

10

The following tables present the aging of the recorded investment in past due loans at March 31, 2016 and December 31, 2015:

	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		Total Past Due		Loans Not Past Due
	(dollars in thousands)
March 31, 2016
Agricultural loans	$	—	$	868	$	11,212	$	12,080	$	508,676
Commercial real estate loans		—		—		2,417		2,417		163,146
Commercial loans		—		—		3,477		3,477		49,041
Residential real estate loans		—		—		—		—		36,823
Installment and consumer other		—		—		—		—		188
Total	$	—	$	868	$	17,106	$	17,974	$	757,874
December 31, 2015
Agricultural loans	$	978	$	5	$	2,405	$	3,388	$	495,932
Commercial real estate loans		—		234		2,418		2,652		159,089
Commercial loans		—		—		3,476		3,476		48,502
Residential real estate loans		5		—		—		5		34,626
Installment and consumer other		—		—		—		—		519
Total	$	983	$	239	$	8,299	$	9,521	$	738,668

The following table lists information on nonaccrual, restructured, and certain past due loan at March 31, 2016 and December 31, 2015:

	March 31,		December 31,
	2016			2015
	(dollars in thousands)
Nonaccrual loans, 90 days or more past due	$	17,106	$	8,299
Nonaccrual loans 30-89 days past due		690		1,212
Nonaccrual loans, less than 30 days past due		1,768		15,068
Restructured loans not on nonaccrual status		602		610
90 days or more past due and still accruing		—		—

The following table presents the recorded investment in nonaccrual loans and loans past due 90 days or more at March 31, 2016 and December 31, 2015:

	March 31,		December 31,
	2016			2015
	(dollars in thousands)
Agricultural loans	$	13,058	$	17,705
Commercial real estate loans		2,922		3,162
Commercial loans		3,477		3,712
Residential real estate loans		107		—
Total	$	19,564	$	24,579

The average recorded investment in total impaired loans for the three months ended March 31, 2016 and for the year ended December 31, 2015 amounted to approximately $27.5 million and $27.6 million, respectively.  Interest income recognized on total impaired loans for the three months ended March 31, 2016 and for the year ended December 31, 2015 amounted to approximately $0.1 million and $1.7 million, respectively.  For nonaccrual loans included in impaired loans, the interest income that would have been recognized had those loans been performing in accordance with their original terms would have been approximately $0.4 million and $1.7 million for the three months ended March 31, 2016 and for the year ended December 31, 2015, respectively.  

Troubled Debt Restructurings

The Company has allocated approximately $0.3 million and $0.7 million of specific reserves to customers whose loan terms have been modified in troubled debt restructurings (“TDR”) at March 31, 2016 and December 31, 2015, respectively.  The Company

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has no additional lending commitments at March 31, 2016 and December 31, 2015 to customers with outstanding loans that are classified as TDRs.

A TDR on nonaccrual status is classified as a nonaccrual loan until evaluation supports reasonable assurance of repayment and of performance according to the modified terms of the loan.  Once this assurance is reached, the TDR is classified as a restructured loan.  There were no unfunded commitments on these loans at March 31, 2016, and December 31, 2015.  The following table presents the TDRs by loan class at March 31, 2016 and December 31, 2015:

	Non-Accrual		Restructured and Accruing		Total
	(dollars in thousands)
March 31, 2016
Agricultural loans	$	6,165	$	—	$	6,165
Commercial real estate loans		504		483		987
Commercial loans		107		119		226
Residential real estate loans		—		—		—
Installment and consumer other		—		—		—
Total	$	6,776	$	602	$	7,378
December 31, 2015
Agricultural loans	$	1,337	$	—	$	1,337
Commercial real estate loans		744		486		1,230
Commercial loans		235		124		359
Residential real estate loans		—		—		—
Installment and consumer other		—		—		—
Total	$	2,316	$	610	$	2,926

 Credit Quality Indicators

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

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

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

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

Low Satisfactory.  Credits classified as low satisfactory show fair probability of ongoing ability to meet and/or exceed obligations.  Low satisfactory credits may be newer or have less of an established track record of financial performance, inconsistent earnings, or may be going through an expansion.

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

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

Substandard. Credits classified as substandard generally have well-defined weaknesses that jeopardize the repayment of the debt. They have a distinct possibility that a loss will be sustained if the deficiencies are not corrected.

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

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

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

Based on the most recent analysis performed by management, the risk category of loans by class of loans is as follows as of March 31, 2016 and December 31, 2015: 

	As of March 31, 2016
	Sound/ Acceptable/ Satisfactory/ Low Satisfactory		Watch		Special Mention		Substandard		Total Loans
	(dollars in thousands)
Agricultural loans	$	463,869	$	27,903	$	13,085	$	15,899	$	520,756
Commercial real estate loans		141,961		15,030		4,399		4,173		165,563
Commercial loans		42,409		5,218		512		4,379		52,518
Residential real estate loans		29,626		4,561		2,529		107		36,823
Installment and consumer other		186		2		—		—		188
Total	$	678,051	$	52,714	$	20,525	$	24,558	$	775,848
	As of December 31, 2015
	Sound/ Acceptable/ Satisfactory/ Low Satisfactory		Watch		Special Mention		Substandard		Total Loans
	(dollars in thousands)
Agricultural loans	$	441,528	$	30,762	$	6,306	$	20,724	$	499,320
Commercial real estate loans		139,061		13,956		4,527		4,197		161,741
Commercial loans		40,496		5,468		533		5,481		51,978
Residential real estate loans		27,514		4,572		2,545		—		34,631
Installment and consumer other		518		1		—		—		519
Total	$	649,117	$	54,759	$	13,911	$	30,402	$	748,189

NOTE 6 – LOAN SERVICING RIGHTS

Loans serviced for others are not included in the accompanying consolidated balance sheets.  The risks inherent in servicing assets relate primarily to changes in prepayments that result from shifts in interest rates.  The unpaid principal balances of mortgage and other loans serviced for others were approximately $505.5 million and $495.9 million at March 31, 2016 and December 31, 2015, respectively.  The fair value of these rights were approximately $10.9 million and $10.7 million at March 31, 2016 and December 31, 2015, respectively.  The fair value of servicing rights was determined using an assumed discount rate of 10 percent and prepayment speeds primarily ranging from 4 percent to 9 percent, depending upon the stratification of the specific right, and nominal credit losses.

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

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	March 31,			December 31,
	2016			2015
	(dollars in thousands)
Loan servicing rights:
Balance, beginning of period	$	8,145		$	7,746
Additions		1,023			3,731
Disposals		(378	)		(1,421	)
Amortization		(496	)		(1,911	)
Balance, end of period	$	8,294		$	8,145

NOTE 7 – DEPOSITS

Deposits are summarized as follows at March 31, 2016 and December 31, 2015:

	March 31,		December 31,
	2016		2015
	(dollars in thousands)
Demand deposits	$	63,276	$	70,914
Savings		152,501		174,979
Certificates of deposit		477,404		426,333
Total deposits	$	693,181	$	672,226

At March 31, 2016 and December 31, 2015, brokered deposits amounted to $184.6 million and $164.6 million, respectively, and are included in savings and certificates of deposit categories.

NOTE 8 – EQUITY INCENTIVE PLAN

Under the Company’s 2012 Equity Incentive Compensation Plan (the “Plan”), the Company may grant options to purchase shares of common stock and issue restricted stock to its directors, officers, and employees.  Both qualified and non-qualified stock options and restricted stock may be granted and issued, respectively, under the Plan.

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

The status of the Company’s Plan and changes in the Plan as of March 31, 2016 are as follows:

	March 31, 2016
	Number of Options			Weighted-Average Exercise Price		Aggregate Intrinsic Value (1)
	(dollars in thousands except option and per share data)
Outstanding, beginning of year		351,931		$	13.71
Granted		18,675			19.77
Exercised		(1,943	)		17.15
Forfeited/expired		—			—
Outstanding, end of period		368,663		$	14.00	$	2,241
Options exercisable at period-end		265,033		$	12.46	$	2,020
Weighted-average fair value of options granted during    the period (2)				$	4.84

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

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

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Activity in restricted stock awards (“RSA”) as of March 31, 2016 is as follows:

	March 31, 2016
	RSAs			Weighted Average Grant Price
Outstanding, beginning of year		46,621		$	14.92
Granted		13,757			19.77
Vested		(10,980	)		12.00
Forfeited/expired		—			—
Outstanding, end of period		49,398		$	16.92

For the three months ended March 31, 2016 and 2015, share-based compensation expense, including options and restricted stock awards, applicable to the Plan was $128.0 thousand and $53.0 thousand, respectively.

As of March 31, 2016, unrecognized share-based compensation expense related to nonvested options and restricted stock awards amounted to $1.0 million and is expected to be recognized over a weighted average period of 2.0 years.

NOTE 9 – REGULATORY MATTERS

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

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

As of March 31, 2016, the Bank’s capital ratios met those required to be considered as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following tables.

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

	Actual					Minimum For Capital Adequacy Purposes:					Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions:
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(dollars in thousands)
March 31, 2016
Total Capital (to risk weighted assets):
Consolidated	$	131,691		15.59	%	$	67,567		8.00	%	Not applicable
Bank		114,237		13.53	%		67,551		8.00	%	$	84,438		10.00	%
Tier 1 Capital (to risk weighted assets):
Consolidated		121,121		14.34	%		50,675		6.00	%	Not applicable
Bank		103,667		12.28	%		50,663		6.00	%		67,551		8.00	%
Tier 1 Capital (to average assets):
Consolidated		121,121		13.44	%		36,047		4.00	%	Not applicable
Bank		103,667		11.51	%		36,026		4.00	%		45,033		5.00	%
Tier 1 Common Equity Ratio (to risk weighted assets):
Consolidated		100,749		11.93	%		43,285		5.13	%	Not applicable
Bank		103,667		12.28	%		43,275		5.13	%		54,885		6.50	%
December 31, 2015
Total Capital (to risk weighted assets):
Consolidated	$	144,495		17.51	%	$	66,013		8.00	%	Not applicable
Bank		125,354		15.19	%		66,000		8.00	%	$	82,500		10.00	%
Tier 1 Capital (to risk weighted assets):
Consolidated		134,175		16.26	%		49,510		6.00	%	Not applicable
Bank		115,036		13.94	%		49,500		6.00	%		66,000		8.00	%
Tier 1 Capital (to average assets):
Consolidated		134,175		15.49	%		34,656		4.00	%	Not applicable
Bank		115,036		13.29	%		34,635		4.00	%		43,294		5.00	%
Tier 1 Common Equity Ratio (to risk weighted assets):
Consolidated		98,803		11.97	%		37,132		4.50	%	Not applicable
Bank		115,036		13.94	%		37,125		4.50	%		53,625		6.50	%

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

NOTE 10 – FAIR VALUE MEASUREMENTS

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to

16

the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are independent, knowledgeable, and both able and willing to transact.

ASC 820-10 requires the use of valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, ASC 820-10 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

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

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

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

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

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

Cash and Cash Equivalents and Interest-Bearing Deposits in Banks

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

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

Securities Available for Sale

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

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

17

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

Loans

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

Loans Held for Sale

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

Loan Servicing Rights

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

Other Real Estate Owned

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

Deposits

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

Other Borrowings

The carrying amounts of federal funds purchased, other borrowings, and other short-term borrowings maturing within ninety days approximate their fair values.

Advances from FHLB

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

Subordinated Debentures

The carrying amounts approximate fair value.

Accrued Interest

The carrying amounts approximate fair value.

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Commitments to Extend Credit and Standby Letters of Credit

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

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

	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(dollars in thousands)
March 31, 2016
Securities available for sale:
U.S. government and agency securities	$	—	$	2,004	$	—	$	2,004
Municipal securities		—		43,801		—		43,801
Mortgage-backed securities		—		33,887		—		33,887
Total assets at fair value	$	—	$	79,692	$	—	$	79,692
December 31, 2015
Securities available for sale:
U.S. government and agency securities	$	—	$	2,003	$	—	$	2,003
Municipal securities		—		46,312		—		46,312
Mortgage-backed securities		—		34,966		—		34,966
Total assets at fair value	$	—	$	83,281	$	—	$	83,281

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

	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Impairment Losses
	(dollars in thousands)
March 31, 2016
Impaired loans	$	—	$	—	$	22,079	$	2,479
Other real estate owned		—		—		2,947		84
Total assets at fair value	$	—	$	—	$	25,026	$	2,563
December 31, 2015
Impaired loans	$	—	$	—	$	28,100	$	2,302
Other real estate owned		—		—		2,872		256
Total assets at fair value	$	—	$	—	$	30,972	$	2,558

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

March 31, 2016
	Valuation Techniques	Unobservable Inputs	Range (Average)
Impaired loans	Evaluation of collateral	Estimation of value	NM*
Other real estate owned	Appraisal	Appraisal adjustment	6%-46% (14%)
December 31, 2015
	Valuation Techniques	Unobservable Inputs	Range (Average)
Impaired loans	Evaluation of collateral	Estimation of value	NM*
Other real estate owned	Appraisal	Appraisal adjustment	4%-23% (12%)

* Not Meaningful. Evaluations of the underlying assets are completed for each impaired loan with a specific reserve. The types of collateral vary widely and could include accounts receivables, inventory, a variety of equipment, and real estate. Collateral evaluations are reviewed and discounted as appropriate based on knowledge of the specific type of collateral. In the case of real estate, an independent appraisal may be obtained. Types of discounts considered include aging of receivables, condition of the

19

collateral, potential market for the collateral, and estimated disposal costs. These discounts will vary from loan to loan, thus providing a range would not be meaningful.  

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

	March 31,				December 31,
	2016				2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Input Level
	(dollars in thousands)
Financial assets:
Cash and cash equivalents	$	19,814	$	19,814	$	14,907	$	14,907	1
FHLB Stock		3,724		3,724		3,507		3,507	2
Securities available for sale		79,692		79,692		83,281		83,281	2
Loans, net of allowance for loan losses		764,630		774,439		737,784		745,572	3
Loans held for sale		3,980		3,980		9,201		9,201	3
Accrued interest receivable		2,528		2,528		2,562		2,562	2
Loan servicing rights		8,294		10,934		8,145		10,705	3
Financial liabilities:
Deposits:
Time		477,404		484,466		426,333		431,077	3
Other deposits		215,777		216,025		245,893		242,493	1
Other borrowings		3,407		3,407		3,945		3,945	3
Advances from FHLB		83,445		84,812		66,445		67,318	3
Subordinated debentures		12,372		12,372		12,372		12,372	3
Accrued interest payable		1,617		1,617		1,459		1,459	2

NOTE 11 – OTHER REAL ESTATE OWNED

Changes in other real estate owned are as follows:

	For the three months ended
	March 31,
		2016			2015
	(dollars in thousands)
Balance, beginning of period	$	2,872		$	7,137
Assets foreclosed		159			—
Write-down of other real estate owned		(84	)		(182	)
Net loss on sales of other real estate owned		—			(373	)
Capitalized additions to other real estate owned		—			39
Proceeds from sale of other real estate owned		—			(1,493	)
Balance, end of period	$	2,947		$	5,128

Expenses applicable to other real estate owned include the following:

	For the three months ended
	March 31,
		2016		2015
	(dollars in thousands)
Net loss on sales of other real estate owned	$	—	$	373
Write-down of other real estate owned		84		182
Operating expenses, net of rental income		31		(31	)
	$	115	$	524

NOTE 12 – SUBSEQUESNT EVENTS

Management evaluated subsequent events through the date the financial statements were issued. There were no significant events or transactions occurring after March 31, 2016, but prior to May 12, 2016, that provided additional evidence about conditions that

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existed at March 31, 2016. There were no other significant events or transactions that provided evidence about conditions that did not exist at March 31, 2016.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Form 10-Q. This report contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in the sections titled “Forward-Looking Statements” and “Risk Factors” and other sections of the Company’s December 31, 2015 Annual Report on Form 10-K.  Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

Overview

County Bancorp, Inc. (“we,” “us,” “our” or the “Company”) is a Wisconsin corporation founded in May 1996 and is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. Our primary activities consist of operating through our wholly-owned subsidiary bank, Investors Community Bank, headquartered in Manitowoc, Wisconsin, and providing a wide range of banking and related business services through the Bank and our other subsidiaries.

In addition to the Bank, we have three wholly-owned subsidiaries, County Bancorp Statutory Trust II and County Bancorp Statutory Trust III, which are Delaware statutory trusts, and County Acquisition LLC, which is a Wisconsin limited liability company formed solely to facilitate the merger with Fox River Valley Bancorp, Inc., as described below.  The Bank is the sole shareholder of ICB Investments Corp., a Nevada corporation, and is the sole member of Investors Insurance Services, LLC and ABS 1, LLC, which are both Wisconsin limited liability companies.  

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

Merger Transaction

On November 19, 2015, the Company and County Acquisition LLC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Fox River Valley Bancorp, Inc. (“Fox River Valley”), pursuant to which the Company will acquire Fox River Valley and its wholly-owned bank subsidiary, The Business Bank.  Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, County has agreed to pay $28.9 million in the form of 50% cash and 50% common stock of the Company as merger consideration.  The merger consideration is subject to downward adjustment if Fox River Valley’s adjusted equity is below a certain threshold.

The Company and Fox River Valley filed with the SEC a registration statement on Form S-4, which included a proxy statement/prospectus, which became effective on January 29, 2016.  Fox River Valley called a special shareholder meeting, and its shareholders approved the merger on March 17, 2016.  We have received the required regulatory approvals, and the merger is expected to close on May 13, 2016, and is subject to customary closing conditions.  For additional information on this proposed merger, see Note 2. “Acquisition” to our consolidated financial statements.

Initial Public Offering

On January 22, 2015, we closed our initial public offering (“IPO”), in which we offered 1,357,000 shares of common stock for gross proceeds of $21.4 million.  Of the 1,357,000 shares sold, 1,210,750 shares were sold by the Company and 146,250 shares were sold by certain selling shareholders.  The Company did not receive any proceeds from the sale of shares by the selling shareholders.  The offer and sale of all shares of the IPO were registered under the Securities Act, pursuant to a registration statement on Form S-1, which was declared effective by the SEC on January 15, 2015.

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The net proceeds from our IPO were $16.9 million after deducting underwriting discounts and commissions of $1.2 million and other offering expenses of $1.0 million for total expenses of $2.2 million.

Operational Highlights

· Total loans were $775.8 million at March 31, 2016 compared to $748.2 million at December 31, 2015, and $635.1 million at March 31, 2015, an increase of 3.7% and 22.2%, respectively.

· Non-performing assets decreased 18.0% from $27.5 million at December 31, 2015 to $22.5 million at March 31, 2016.

· Net interest income increased by $0.7 million from $6.2 million for the three months ended March 31, 2015, to $6.9 million for the three months ended March 31, 2016.

· Income before provision for loan losses and income tax expense was $4.3 million for the three months ended March 31, 2016 compared to $3.4 million for the three months ended March 31, 2015, an increase of 25.2%.

· The Company redeemed $15.0 million of Small Business Lending Fund (“SBLF”) preferred stock on February 23, 2016.  

· We completed construction and opened our new branch location in Stevens Point, Wisconsin on February 1, 2016.

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Selected Financial Data

	Three Months Ended						Year Ended
	March 31, 2016			March 31, 2015			December 31, 2015
	(unaudited)
Selected Income Statement Data:
(In thousands, except per share data)
Interest income	$	9,118		$	7,981		$	33,767
Interest expense		2,181			1,816			7,520
Net interest income		6,937			6,165			26,247
Provision for (recovery of ) loan losses		812			(602	)		(1,019	)
Net interest income after provision for (recovery of) loan losses		6,125			6,767			27,266
Non-interest income		1,937			1,875			7,685
Non-interest expense		4,591			4,618			17,458
Income tax expense		1,295			1,498			6,519
Net income	$	2,176		$	2,526		$	10,974
Per Common Share Data:
Basic	$	0.36		$	0.44		$	1.85
Diluted	$	0.35		$	0.43		$	1.82
Cash dividends per common share	$	0.05		$	0.04		$	0.16
Book value per share	$	17.52		$	15.97		$	17.16
Weighted average common shares - basic		5,779,085			5,435,428			5,664,678
Weighted average common shares - diluted		5,888,054			5,555,521			5,777,802
Common shares outstanding, end of period		5,786,701			5,733,919			5,771,001
Selected Balance Sheet Data (at period end):
Total assets	$	909,557		$	781,409		$	884,889
Securities		79,692			81,165			83,281
Total loans		775,848			635,067			748,189
Allowance for loan losses		(11,218	)		(10,269	)		(10,405	)
Total deposits		693,181			608,441			672,226
Other borrowings and FHLB advances		86,852			38,646			70,390
Subordinated debentures		12,372			12,372			12,372
Total shareholders' equity		109,378			99,544			107,024
Performance Ratios:
Return on average assets		0.97	%		1.29	%		1.35	%
Return on average common shareholders' equity (1)		8.99	%		11.09	%		11.27	%
Net interest margin		3.19	%		3.33	%		3.36	%
Interest rate spread		2.97	%		3.05	%		3.13	%
Non-interest income to average assets		0.86	%		0.96	%		0.95	%
Non-interest expense to average assets		2.04	%		2.36	%		2.15	%
Net overhead ratio (2)		1.18	%		1.40	%		1.20	%
Efficiency ratio (1)		50.79	%		50.53	%		49.95	%
Dividend payout ratio		14.29	%		9.30	%		8.79	%
Asset Quality Ratios:
Nonperforming loans to total loans		2.52	%		2.02	%		3.29	%
Allowance for loan losses to:
Total loans		1.45	%		1.62	%		1.39	%
Nonperforming loans		57.34	%		80.01	%		42.33	%
Net charge-offs (recoveries) to average loans		—			(0.04	)%		(0.12	)%
Nonperforming assets to total assets (3)		2.47	%		2.30	%		3.10	%
Capital Ratios:
Shareholders' common equity to assets		11.15	%		11.72	%		11.19	%
Tier 1 risk-based capital (Bank)		12.28	%		15.13	%		13.94	%
Total risk-based capital (Bank)		13.53	%		16.38	%		15.19	%
Tier 1 Common Equity ratio (Bank)		12.28	%	N/A				13.94	%
Leverage ratio (Bank)		11.51	%		13.65	%		13.29	%

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(1) The return on average common shareholders’ equity and the efficiency ratio are not recognized under GAAP and are therefore considered to be non-GAAP financial measures.  See below for reconciliations of the return on average common shareholders’ equity and the efficiency ratio to their most comparable GAAP measures. 

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

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

Non-GAAP Financial Measures

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

	Three Months Ended						Year Ended
	March 31, 2016			March 31, 2015			December 31, 2015
	(dollars in thousands)
Efficiency Ratio GAAP to Non-GAAP reconciliation:
Non-interest expense	$	4,591		$	4,618		$	17,458
Less: net gain (loss) on sales and write-downs of OREO		(84	)		(555	)		(510	)
Adjusted non-interest expense (non-GAAP)	$	4,507		$	4,063		$	16,948
Net interest income	$	6,937		$	6,165		$	26,247
Non-interest income		1,937			1,875			7,685
Operating revenue	$	8,874		$	8,040		$	33,932
Efficiency ratio		50.79	%		50.53	%		49.95	%

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

	Three Months Ended						Year Ended
	March 31, 2016			March 31, 2015			December 31, 2015
Return on Average Common    Shareholders' Equity GAAP    to Non-GAAP reconciliation:
Return on average common shareholders' equity
Return on average shareholders' equity		7.99	%		9.19	%		9.45	%
Effect of excluding average preferred shareholders' equity		1.00	%		1.90	%		1.82	%
Return on average common shareholders' equity		8.99	%		11.09	%		11.27	%

Results of Operations

Our operating revenue is comprised of interest income and non-interest income.  Net interest income increased by 12.5% to $6.9 million for the three months ended March 31, 2016 compared to the three months ended March 31, 2015; the increase is attributable to loan growth of 22.2% between the same periods.  Non-interest income increased 3.3% to $1.9 million while non-interest expense decreased 0.6% to $4.6 million for the three months ended March 31, 2016 from the same period in 2015.

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Analysis of Net Interest Income

Net interest income is the largest component of our income and is dependent on the amounts of and yields on interest-earning assets as compared to the amounts of and rates paid on interest bearing liabilities.  The following table reflects the components of net interest income for the three months ended March 31, 2016 and 2015:

	Three Months Ended
	March 31, 2016								March 31, 2015
	Average Balance (1)			Income/ Expense		Yields/ Rates			Average Balance (1)			Income/ Expense		Yields/ Rates
	(dollars in thousands)
Assets
Investment securities	$	81,933		$	349		1.70	%	$	80,682		$	335		1.66	%
Loans (2)		768,927			8,730		4.54	%		645,089			7,628		4.73	%
Interest bearing deposits due from other banks		19,114			39		0.82	%		25,594			18		0.28	%
Total interest-earning assets	$	869,974		$	9,118		4.19	%	$	751,365		$	7,981		4.25	%
Allowance for loan losses		(10,835	)							(10,571	)
Other assets		41,085								42,872
Total assets	$	900,224							$	783,666
Liabilities
Savings, NOW, money market, interest checking		174,611			209		0.48	%		149,379			174		0.47	%
Time deposits		440,228			1,603		1.46	%		397,477			1,304		1.31	%
Total interest-bearing deposits	$	614,839		$	1,812		1.18	%	$	546,856		$	1,478		1.08	%
Other borrowings		3,973			48		4.83	%		12,900			95		2.95	%
FHLB advances		83,142			255		1.23	%		32,556			123		1.51	%
Junior subordinated debentures		12,372			66		2.13	%		12,372			120		3.88	%
Total interest-bearing liabilities	$	714,326		$	2,181		1.22	%	$	604,684		$	1,816		1.20	%
Non-interest bearing deposits		60,352								60,987
Other liabilities		7,824								8,030
Total liabilities		782,502								673,701
SBLF preferred stock (3)		8,736								15,000
Shareholders' equity		108,986								94,965
Total liabilities and equity	$	900,224							$	783,666
Net interest income					6,937								6,165
Interest rate spread (4)							2.97	%							3.05	%
Net interest margin (5)							3.19	%							3.33	%
Ratio of interest-earning assets to interest-bearing    liabilities		1.22								1.24

(1) Average balances are calculated on amortized cost.

(2) Includes loan fee income, nonaccruing loan balances, and interest received on such loans.

(3) The SBLF preferred stock refers to the 15,000 shares of our Series C noncumulative perpetual preferred stock, no par value, issued to the U.S. Treasury through the U.S. Treasury’s Small Business Lending Fund program.  This stock was redeemed on February 23, 2016.

(4) Interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest bearing liabilities.

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

Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows

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the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the volume and rate columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume.

	Three Months Ended March 31, 2016 v. 2015
	Increase (Decrease) Due to Change in Average
	Volume			Rate			Net
	(dollars in thousands)
Interest Income:
Investment securities	$	5		$	9		$	14
Loans		1,390			(288	)		1,102
Federal funds sold and interest-bearing deposits with    banks		(3	)		24			21
Total interest income		1,392			(255	)		1,137
Interest Expense:
Savings, NOW, money market and interest checking		30			5			35
Time deposits		148			151			299
Other borrowings		(599	)		552			(47	)
FHLB advances		150			(18	)		132
Junior subordinated debentures		—			(54	)		(54	)
Total interest expense		(271	)		636			365
Net interest income	$	1,663		$	(891	)	$	772

Provision for Loan Losses

Based on our analysis of the components of the allowance for loan losses, management recorded a provision for loan losses of $812 thousand for the three months ended March 31, 2016 compared to a negative provision of $602 thousand for the three months ended March 31, 2015.  The increase in the provision between these two periods, is the result of organic loan growth and increased loan loss factors resulting from lower dairy prices that impact our agricultural customers.  Also during the first quarter of 2015, we experienced $417 thousand of loan recoveries that are not recurring.  

There have been no substantive changes to our methodology for estimating the appropriate level of allowance for loan losses from what was previously outlined in our 2015 Annual Report on Form 10-K. Based upon this methodology, which includes actively monitoring the asset quality and inherent risks within the loan and lease portfolio, management concluded that an allowance for loan losses of $11.2 million, or 1.45% of total loans, was appropriate as of March 31, 2016.  This is compared to an allowance for loan losses of $10.3 million, or 1.62% of total loans, at March 31, 2015, and $10.4 million, or 1.39% of total loans, at December 31, 2015.

Non-Interest Income

Non-interest income for the three months ended March 31, 2016 increased by 3.3% compared to the three months ended March 31, 2015.  The increase was primarily the result of increases in service charges and loan servicing fees and rights partially offset by a decrease in income on other real estate owned (“OREO”).  The following table reflects the components of non-interest income for the three months ended March 31, 2016 and 2015:

	Three Months Ended
	March 31, 2016		March 31, 2015
	(dollars in thousands)
Service charges	$	277	$	220
Gain on sale of loans, net		100		93
Loan servicing fees		1,297		1,192
Loan servicing rights		150		61
Income on other real estate owned		5		114
Other		108		195
Total non-interest income	$	1,937	$	1,875

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Non-Interest Expense

Non-interest expense decreased 0.6% to $4.6 million for the three months ended March 31, 2016 compared to the three months ended March 31, 2015, primarily as the result of holding fewer other real estate owned properties, experiencing no losses associated with the sale of other real estate owned, and also a decrease in the write-down of other real estate owned.   This decrease was partially offset by an increase in employee compensation and benefits which was related to an increase of 11 full-time equivalent employees from March 31, 2015 to March 31, 2016, and an increase in professional fees of which approximately $90 thousand related to the merger transaction. The following table reflects the components of our non-interest expense for the three ended March 31, 2016 and 2015:

	Three Months Ended
	March 31, 2016		March 31, 2015
	(dollars in thousands)
Employee compensation and benefits	$	3,001	$	2,720
Occupancy		93		81
Information processing		280		233
Professional fees		309		256
Business development		140		151
FDIC assessment		137		98
Other real estate owned expenses		36		83
Write-down of other real estate owned		84		182
Net loss on other real estate owned		—		373
Other		511		441
Total non-interest expense	$	4,591	$	4,618

Income taxes

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

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

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

The Company files income tax returns in the U.S. federal jurisdiction and in the state of Wisconsin. The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2012.

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

Financial Condition

Total assets increased $24.7 million, or 2.8%, from $884.9 million at December 31, 2015 to $909.6 million at March 31, 2016.  The increase is primarily due to an increase in total loans of $27.7 million and an increase of cash and cash equivalents of $4.9 million, partially offset by a decrease in loans held for sale of $5.2 million and a decrease in securities available for sale of $3.6 million.

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Total liabilities increased $37.3 million, or 4.9%, from $762.9 million at December 31, 2015 to $800.2 million at March 31, 2016.  This increase is attributed to the cash needs associated with our increased loan demand and consists of a $20.0 million increase in brokered deposits and a $17.0 million increase in advances from the Federal Home Loan Bank.  

On February 23, 2016, we redeemed all 15,000 shares of SBLF Preferred Stock at its liquidation value of $1,000 per share plus accrued dividends, for a total redemption amount of $15.0 million.  

Shareholders’ equity increased $2.4 million, or 2.2%, to $109.4 million at March 31, 2016 from $107.0 million at December 31, 2015.  This increase was primarily the result of income for the three months ended March 31, 2016 of $2.2 million.

Net Loans

Total net loans increased by $26.8 million, or 3.6%, from $737.8 million at December 31, 2015 to $764.6 million at March 31, 2016. The increase in loans was due primarily to increased agriculture loans of 4.3% and increased commercial real estate loans of 2.4%.  

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

	March 31, 2016						December 31, 2015
	Amount			Percent			Amount			Percent
	(dollars in thousands)
Agriculture loans	$	520,756			67.1	%	$	499,320			66.8	%
Commercial real estate loans		165,563			21.3	%		161,741			21.6	%
Commercial loans		52,518			6.8	%		51,978			6.9	%
Residential real estate loans		36,823			4.8	%		34,631			4.6	%
Installment and consumer other		188			0.0	%		519			0.1	%
Total gross loans	$	775,848			100.0	%	$	748,189			100.0	%
Allowance for loan losses		(11,218	)					(10,405	)
Loans, net	$	764,630					$	737,784

Allowance for Loan Losses

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

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

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

At March 31, 2016 and December 31, 2015, the allowance for loan losses was $11.2 million and $10.4 million, respectively, which resulted in a ratio to total loans of 1.45% and 1.39%, respectively.  The increase in the provision year-over-year, is the result of

28

organic loan growth and increased loan loss factors resulting from lower dairy prices that impact our agricultural customers.  Also during the first quarter of 2015, we experienced $417 thousand of loan recoveries that are not recurring.  

Charge-offs and recoveries by loan category for the three months ended March 31, 2016 and 2015 are as follows:

	Three Months Ended
	March 31, 2016			March 31, 2015
	(dollars in thousands)
Balance, beginning of period	$	10,405		$	10,603
Loans charged off:
Agriculture loans		—			—
Commercial real estate loans		—			36
Commercial loans		—			113
Residential real estate loans		—			—
Installment and consumer other		—			—
Total loans charged off	$	—		$	149
Recoveries:
Agriculture loans		1			1
Commercial real estate loans		—			1
Commercial loans		—			415
Residential real estate loans		—			—
Installment and consumer other		—			—
Total recoveries		1			417
Net loans recovered	$	(1	)	$	(268	)
Provision for (recovery of) loan losses		812			(602	)
Allowance for loan losses, end of period	$	11,218		$	10,269
Selected loan quality ratios:
Net charge-offs (recoveries) to average loans		0.00	%	(0.04)		%
Allowance for loan losses to total loans		1.45	%		1.62	%
Allowance for loan losses to non-performing assets   and performing troubled debt restructurings		48.54	%		54.66	%

Loan Servicing Rights

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

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

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

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

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the servicing assets for that tranche. The valuation allowance is adjusted to reflect changes in the measurement of impairment after the initial measure of the impairment.

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

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

The loan servicing portfolio is shown below:

	March 31, 2016			December 31, 2015
	(dollars in thousands)
Total loans	$	775,848		$	748,189
Less: nonqualified loan sales included below		(3,407	)		(3,945	)
Loans serviced:
Agricultural		489,961			480,133
Commercial		10,863			11,080
Commercial real estate		4,663			4,720
Total loans serviced		505,487			495,933
Total loans and loans serviced	$	1,277,928		$	1,240,177

Securities

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

Securities decreased to $79.7 million at March 31, 2016 from $83.3 million at December 31, 2015.  During the three months ended March 31, 2016, we recognized unrealized holding gains of $0.7 million before income taxes through other comprehensive income.

The following table sets forth the amortized cost and fair values of our securities portfolio at March 31, 2016 and December 31, 2015:

	March 31, 2016				December 31, 2015
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(dollars in thousands)
Available for sale:
Municipal securities	$	43,462	$	43,801	$	46,185	$	46,312
Mortgage-backed securities		33,189		33,887		34,728		34,966
U.S. Government and agency securities		2,003		2,004		2,003		2,003
Total available for sale	$	78,654	$	79,692	$	82,916	$	83,281

Deposits

Deposits are the major source of our funds for lending and other investment purposes. Deposits are attracted principally from within our primary market area through the offering of a broad variety of deposit instruments including checking accounts, non-interest bearing demand accounts, money market accounts, regular savings accounts, time deposit accounts (including “jumbo” certificates in denominations of $100,000 or more) and retirement savings plans.  We also obtain brokered deposits on an as-needed basis.

Deposit growth was 3.1% to $693.2 million at March 31, 2016 from $672.2 million at December 31, 2015.  The increase in deposits was primarily the result of a $20.0 million increase in brokered deposits.  Raising deposits has been challenging in recent years in a market with compressed interest rates, but we are committed to our strategic focus of expanding our relationships and

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generating new deposit accounts.  As of March 31, 2016 and December 31, 2015, the distribution by type of deposit accounts was as follows:

	March 31, 2016					December 31, 2015
	Amount		% of Deposits			Amount		% of Deposits
	(dollars in thousands)
Time deposits	$	312,938		45.2	%	$	307,044		45.7	%
Brokered deposits		184,612		26.6	%		164,559		24.5	%
Money market accounts		98,984		14.3	%		96,148		14.3	%
Demand, noninterest-bearing		63,276		9.1	%		70,914		10.5	%
NOW accounts and interest checking		27,794		4.0	%		27,592		4.1	%
Savings		5,577		0.8	%		5,969		0.9	%
Total deposits	$	693,181		100.0	%	$	672,226		100.0	%

Liquidity Management and Capital Resources

Liquidity is the ability to meet current and future financial obligations of a short-term and long-term nature including, but not limited to, funding loans and depositor withdrawals. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of securities and borrowings from the Federal Home Loan Bank (the “FHLB”). While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows, calls of investment securities and borrowed funds and prepayments on loans are greatly influenced by general interest rates, economic conditions and competition.

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

Our cash flows are composed of three primary classifications: cash flows from operating activities, investing activities, and financing activities.  Net cash provided by (used in) operating activities was $7.9 million and $(2.1) million for the three months ended March 31, 2016 and 2015, respectively. Net cash provided by (used in) investing activities, which consists primarily of purchases of and proceeds from the sale, maturities/calls, and principal repayments of securities available for sale, as well as loan purchases, sales and originations, net of repayments was $(25.1) million and $15.0 million for the three months ended March 31, 2016 and 2015, respectively.  Net cash provided by financing activities, consisting primarily of the activity in deposit accounts, FHLB advances, and the redemption of SBLF preferred stock was $22.1 million and $6.4 million for the three months ended March 31, 2016 and 2015, respectively.

At March 31, 2016, the Bank exceeded all of its regulatory capital requirements with Tier 1 leverage capital of $103.7 million, or 11.51% of adjusted average total assets, which is above the minimum level to be well-capitalized of $45.0 million, or 5.0% of adjusted total assets, and total risk-based capital of $114.2 million, or 13.53% of risk-weighted assets, which is above the minimum level to be well-capitalized of $84.4 million, or 10.0% of risk-weighted assets.

At the holding company level, our primary sources of liquidity are dividends from the Bank, investment income and net proceeds from investment sales, borrowings and capital offerings. The main uses of liquidity are the payment of interest to holders of our junior subordinated debentures and the payment of interest or dividends to common and preferred shareholders.  The Bank is subject to certain regulatory limitations regarding its ability to pay dividends to the Company; however, we do not believe that the Company will be adversely affected by these dividend limitations.  At March 31, 2016, there were $66.0 million of retained earnings available for the payment of dividends by the Bank to us.

Off-Balance Sheet Arrangements

As of March 31, 2016, there were no significant changes to our contractual obligations and off-balance sheet arrangements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015.  We continue to believe that we have adequate capital and liquidity available from various sources to fund projected obligations and commitments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

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Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2016. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2016, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act.

There are inherent limitations in the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and circumvention or overriding of controls. Accordingly, even an effective system of disclosure controls and procedures can provide only reasonable assurance with respect to financial statement preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

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

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We and our subsidiaries may be involved from time to time in ordinary routine litigation incidental to our respective businesses.  Neither we nor any of our subsidiaries are currently engaged in, nor is any of our property the subject of, any legal proceedings, other than ordinary routine litigation incidental to the business, that are expected to have a material adverse effect on our results of operations or financial position.  

Item 1A. Risk Factors.

There are no material changes to the risk factors set forth in “Risk Factors” in Item 1A to Part I of our annual report on Form 10-K for the year ended December 31, 2015.  

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sale of Equity Securities

The Company did not issue any unregistered equity securities or repurchase any shares of its common stock during the quarter ended March 31, 2016.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit Number	Description
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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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:  May 12, 2016	By:	/s/ Timothy J. Schneider
		Timothy J. Schneider
		President
Date:  May 12, 2016	By:	/s/ Gary R. Abramowicz
		Gary R. Abramowicz
		Chief Financial Officer

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Exhibit Index

Exhibit Number	Description
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

36