424B4

This is an initial public offering of common stock of County Bancorp, Inc. The initial public offering price is $15.75 per share. We are offering 1,033,750 shares of our common stock. The selling shareholders identified in this prospectus are selling an additional 146,250 shares of common stock. We will not receive any proceeds from the sale of the shares by the selling shareholders.

Prior to this offering, there has been no public market for our common stock. Our common stock has been approved for listing on the NASDAQ Global Market under the symbol “ICBK.”

The Secretary of the United States Treasury (or the U.S. Treasury), our Series C Noncumulative Perpetual Preferred Stock shareholder, may offer and sell up to 15,000 shares of our Series C Noncumulative Perpetual Preferred Stock, also referred to as the SBLF Preferred Stock. The U.S. Treasury is not offering any shares of the SBLF Preferred Stock in connection with the offering of our common stock. If and when any sales occur, we will not receive any proceeds from the sale of the SBLF Preferred Stock by the U.S. Treasury. There is no established public market for the SBLF Preferred Stock. We will use reasonable best efforts to list, or make available for quotation, our SBLF Preferred Stock, if and when any shares of the SBLF Preferred Stock are offered and sold.

As used in this prospectus, the term “selling shareholders” refers to the selling shareholders for our common stock in this offering, and the “U.S. Treasury” refers to the United States Treasury as the holder of our SBLF Preferred Stock.

We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 13 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Shares of our common stock and our SBLF Preferred Stock are not savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

The underwriters expect to deliver the shares of common stock to purchasers on or about January 22, 2015. We have granted the underwriters an option for a period of 30 days to purchase up to 177,000 additional shares of common stock solely to cover over-allotments, if any.

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us or on our behalf or to which we have referred you. Neither we nor the selling shareholders nor the underwriters have authorized anyone to provide you with information that is different. We, the selling shareholders and the U.S. Treasury are not making an offer of these securities in any jurisdictions where offers and sales are not permitted. The information in this prospectus is complete and accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.

This prospectus includes industry and market data that we obtained from periodic industry publications, third-party studies and surveys, filings of public companies in our industry and internal company surveys. These sources include government and industry sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein.

SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. Before you decide to invest in our common stock, you should read this entire prospectus carefully, including our financial statements and the related notes thereto and the matters discussed in the “Risk Factors” section. Unless we state otherwise or the context otherwise requires, references in this prospectus to “we,” “our,” “us,” and “the Company” refer to County Bancorp, Inc. and its subsidiaries on a consolidated basis, and references to “the Bank” refer to Investors Community Bank.

Overview

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

Our History and Performance

The Company was founded in 1996 by our leadership group consisting of William C. Censky, Timothy J. Schneider, Wayne D. Mueller and Mark R. Binversie, to meet the financial services needs of agricultural and business banking clients throughout Wisconsin. According to the American Bankers Association, at June 30, 2014, we were the 39th largest farm lender bank in the United States, measured by total dollar volume of farm loans, and since inception have been one of the faster growing banks in the state through organic growth. At September 30, 2014, we had assets of $742.8 million, total loans of $591.6 million and deposits of $599.9 million. Our guiding principles have always been soundness, profitability then growth, and we believe our performance to date has validated our business model and approach to banking.

Profitability. The Company has been profitable on an annual basis since our first full year of operation, and we have had a consistent focus on maintaining high levels of profitability during various market conditions and cycles. Our net income was $5.9 million for the nine months ended September 30, 2014, which represents an annualized return on average assets of 1.06%. For 2013, our net income was $7.0 million and our return on average assets was 0.94%.

Book Value Growth. We initially raised capital at a price of $1.60 per share, as adjusted to reflect a 10-for-1 stock split effected April 4, 2014. By consistently maintaining high levels of profitability and building shareholder value through retained earnings, our book value per share at December 31, 2013 was $14.28, representing a compound annual growth rate, or CAGR, of 14.4% for all full years since our inception. At September 30, 2014, our book value per share was $15.57.

Efficiency. Our operating model has focused on serving the needs of our customers without a dependence on a traditional branch network, allowing us to maintain lower operating costs than many of our peers. As a result, we have been able to consistently operate our business at attractive efficiency levels. For 2013 and the nine months ended September 30, 2014, our efficiency ratio on a consolidated basis was 47.43% and 52.87%, respectively, while our ratio of non-interest expense to average assets was 2.24% and 2.28%, respectively. According to Federal Deposit Insurance Corporation, or FDIC, statistics through September 30, 2014, for commercial banks with assets between $500 million and $1.0 billion, the average for efficiency ratios for 2013 and the nine months ended September 30, 2014, was 69.0% and 67.4%, respectively, while industry average for non-interest expense to average assets was 3.17% and 3.08%, respectively.

Non-Interest Income. Another significant driver of our profitability has been our ability to generate non-interest income through the sale of agricultural loans, and the fee income generated by servicing such loans. As of December 31, 2013 and September 30, 2014, we had $414.1 million and $415.2 million, respectively, in loans that had been sold or participated for which we retained the servicing rights. As a result, for the corresponding periods, loan servicing income was $5.9 million and $3.6 million, respectively, representing approximately 66.6% and 70.3% of our total non-interest income, respectively.

Going forward, we intend to continue pursuing the strategies we have used successfully for more than 18 years and believe we can apply the strategies and principles described below in a manner that will allow us to grow into new markets and business segments profitably, while retaining the deliberate and prudent culture that has driven our performance thus far.

Our Management and Employees

Our performance and growth has been led by a dedicated executive management team that founded the Company and spent nearly two decades building a premier Wisconsin-focused agriculture and business bank. The addition of other key executive team members and managers over the years to build our organizational structure has also been instrumental to our success. Management has proven experience in pursuing, building and maintaining relationships with customers in the agricultural and commercial industries throughout Wisconsin. Our core focus is on establishing and maintaining a strong connection with our customers, and developing an in-depth knowledge of their financial needs so we can view the relationship from their perspective. We strive to provide a unique and customized solution that is mutually beneficial for the Bank and its customers.

The management of the Bank supports an active sales and marketing effort, which is counterbalanced by a disciplined credit culture. Our structure is one whereby customer-facing interaction takes place as close to the customer as possible, while non-customer-facing activities are centralized for efficiency and leverage. Additionally, we believe this emphasis on face-to-face interaction allows us to better monitor and address issues that may arise with our customers in a more responsive and timely manner.

Our executive management and board of directors have a meaningful ownership interest in the Company, owning approximately 43% of our common stock as of December 31, 2014. We anticipate that our executive management and board of directors will continue to own approximately 33% of our common stock upon completion of this offering. We believe this substantial ownership position has been a significant part of our success and aligns the interests of our executive management team and board with those of our shareholders.

Our Strategy

We are focused on the continued growth of our business and the creation of shareholder value through serving the financial service needs of our customers. We are committed to offering customized financial solutions to Wisconsin’s agricultural and closely held businesses. The following are the key components of our business strategy:

Continued Growth and Diversification of Lending

We focus on agricultural and business banking, and this focus contributes significantly to our profitability and growth. As of September 30, 2014, agricultural loans accounted for approximately 64% of our loan portfolio, with business loans representing 29% of our loan portfolio. Our agricultural lending is primarily focused on the dairy industry, as dairy-related loans accounted for approximately 90% of our agricultural loan portfolio. We believe that we have developed a strong brand and market reputation in agricultural and business banking within the markets we serve by focusing on our core competencies, including dairy-related lending, and serving small and mid-sized businesses across a variety of industries with banking solutions designed to meet their specific needs. We are committed to leveraging our existing business model and reputation to further grow and diversify our lending operations, both into new markets and into different business segments.

We have a strong agricultural lending team comprised of experienced bankers with deep backgrounds in agriculture, most of whom grew up on farms. We originate agricultural loans throughout the state of Wisconsin, primarily to dairy farmers. Typically, this type of loan relationship consists of a combination of operating lines of credit secured by inventory and growing crops, intermediate term loans secured by equipment and livestock, and long term loans secured by farm real estate. These loans are usually cross-collateralized with all farm assets pledged to the Bank as collateral securing all notes. The customer also grants us a lien on the milk produced and the proceeds from its sale, allowing the Bank to be repaid on the loan as milk is sold to the dairy. We often use U.S. Department of Agriculture (USDA) Farm Service Agency, or FSA, government-guaranteed loan programs to provide a source of credit risk mitigation and to secure long term fixed rates in the secondary market. This strategy has provided an additional level of security for both the Bank and the customer in situations where unforeseen weather and commodity price conditions temporarily strain a farm’s cash flow. The Bank is an FSA Preferred Lender, which streamlines the underwriting and approval process for FSA guaranteed loans.

In order to execute our lending strategies and achieve our lending goals, we plan to increase our commercial banking staff and sales efforts, emphasizing our multi-family and other commercial real estate banking businesses and comprehensive commercial and industrial banking program designed to service manufacturing businesses, professional service firms and privately owned businesses and their related business owners. We intend to continue our focus on specific niche areas where we already have established connections and understand our customers’ business models, such as the dairy industry supply network and cheese production.

Focus on Diversified, Low All-In Cost Funding Sources

Since inception, we have focused on building and growing a diversified and low all-in cost deposit base, with all-in costs taking into account both the interest rate paid on deposits and fixed costs associated with our branch network. While, compared to our peers, we typically pay higher interest rates for deposits in the markets we serve due to our heavier reliance on time deposits (such as CDs), which tend to be more rate sensitive, versus non-interest bearing deposits (such as checking accounts), we have avoided the elevated operating expenses associated with an extensive branch network. Historically, we sourced deposits through our single location in Manitowoc, as well as other wholesale channels (such as brokered deposits). As the Bank grew, we began to rely on wholesale funding more extensively. Recognizing this dynamic, we opened a branch in Stevens Point in 2010. This location has allowed us to attract local deposits, thus decreasing our dependency on wholesale funding.

We plan to apply the same strategic focus to funding that we have applied in the past, including judiciously establishing or acquiring branches and using brokered deposits and other wholesale funding sources as appropriate. We plan to continue to leverage our current markets and the relationships created by our agricultural and business bankers to pursue core retail deposit growth, including demand deposit accounts, money market accounts, and other similar deposit sources. We intend to continue to evaluate new funding opportunities as they arise.

Proactive and Disciplined Risk Management

Our Bank has been built on several key philosophies that we believe minimize risk and enhance success, including soundness, profitability and growth as priorities, in that order. We have consistently been proactive in our identification and mitigation of risk throughout the Bank. Examples of our disciplined risk management initiatives include: (1) enterprise risk management; (2) stress testing of our agricultural loan portfolio; (3) proactive credit quality analysis; (4) active asset/liability modeling; (5) balance sheet management; and (6) disciplined pursuit of strategic opportunities.

We intend to evaluate and employ these and other risk mitigation strategies on a continual basis and, as we have in the past, will seek to identify other new or evolving tools that we believe allow us to pursue profitable growth in a prudent and sound manner. For more information about our risk management, see the section of this prospectus entitled “Business—Our Strategy—Proactive and Disciplined Risk Management.”

Efficient Operating Model

We believe our highly efficient and scalable operating model, which is not dependent upon a traditional branch network, enables us to operate profitably, remain competitive, increase market share and develop new business while continuing to provide exceptional customer service. As of September 30, 2014, our assets per full-time equivalent employee were $7.9 million, versus an average of $4.6 million for commercial banks with assets between $500 million and $1 billion according to FDIC statistics as of September 30, 2014. Taking into account our total assets, plus loans serviced, which includes government guaranteed loans sold and loans participated, our assets plus loans serviced per full-time equivalent employee are $12.2 million. We believe that our focus on operational efficiency is critical to our profitability and future growth prospects. Our non-interest income is not derived from traditional sources, such as residential mortgage loan sales and servicing, but is and we believe will continue to be derived from sustainable loan servicing rights and fee income from guaranteed and participated loans. We believe our scalable systems, risk management infrastructure and operating model will better enable us to achieve further operational efficiencies as we grow our business. We believe that the personal contact of our bankers, specifically as it relates to our dairy-related loan customers, enables us to monitor our credits more effectively, while keeping our overhead expenses (namely, fixed assets) lower. Accordingly, we believe our growth depends more on attracting and retaining quality people than on adding brick and mortar.

Pursue Strategic Mergers and Acquisitions

While we are committed to growing our business by expanding our operations and lending strategy within Wisconsin organically, we expect to opportunistically pursue acquisitions consistent with our strategic objectives. We feel our model is scalable, and with our continued strong growth in the agricultural markets, we will seek to further expand our business by pursuing strategic partners that would offer us growth and diversification opportunities, ideally business banks and banks without extensive branch networks. We believe that significant consolidation opportunities exist in the Wisconsin market in particular for well-positioned and well-capitalized prospective acquirers with publicly-traded stock and access to the capital markets. According to FDIC data, as of September 30, 2014, the Wisconsin banking market consisted of over 200 banks and thrifts with assets less than $400 million headquartered in the state, while 15 banks with assets greater than $1 billion are headquartered in Wisconsin, of which only six are exchange-traded. As of the date of this prospectus, we do not have any agreements, arrangements or understandings regarding any possible future acquisitions or other similar transactions.

Our Markets

Our agricultural banking business, which is primarily dairy-related, extends throughout Wisconsin, with lending relationships in 61 of the state’s 72 counties as of September 30, 2014. We also serve business and retail customers throughout Wisconsin with a focus on Northeastern and Central Wisconsin.

The economy in Wisconsin represents a diverse range of industries. According to the U.S. Census Bureau, manufacturing, trade, agriculture, professional and business services, finance and insurance, and government industries accounted for approximately 50% of employment in the state in 2012. According to the Bureau of Economic Analysis, the broader Wisconsin economy is growing at a pace on par with the United States as a whole and the overall unemployment rate has fallen below the national rate of unemployment. Agriculture, as defined by the Bureau of Economic Analysis, has grown faster than the U.S. economy as a whole, with real agricultural GDP growing at a compound annual rate of 3.4% nationally and 8.4% in Wisconsin from 2009 to 2013, compared to a CAGR of 2.0% for the overall economy during the same period. Further, according to a 2012 report from the University of Wisconsin-Madison, total revenue for the agricultural industry in Wisconsin was just over $59 billion in 2007 and had grown to $88.3 billion for 2012, representing approximately a 49% increase.

Dairy-related business lending has proven to be a source of stability and steady growth for both the Bank and the state of Wisconsin. The economic impact of the dairy industry on Wisconsin is significant. According to a 2012 report from the University of Wisconsin-Madison, as part of the overall Wisconsin agricultural economy, the dairy sector contributed $43.4 billion of revenue to the state’s economy. Steady growth in cheese and yogurt consumption has led to an increase of 19.2% in total dairy utilization from 2003 to 2013. In 2012, Wisconsin ranked first in total cheese production, accounting for 25.6% of U.S. output, and second in milk production with 13.6% of total output.

We believe increasing demand for agricultural products and changing agricultural industry dynamics will continue to drive the need for agricultural banking services in our markets while the broader business banking environment in Wisconsin continues to grow. We believe the Bank is well positioned to continue serving the banking needs of agricultural and business banking customers throughout Wisconsin.

SBLF Preferred Stock Piggyback Registration

We are a participant in the U.S. Treasury’s Small Business Lending Fund Program, or SBLF Program. As part of the SBLF Program, we issued to the U.S. Treasury 15,000 shares of our Series C Noncumulative Perpetual Preferred Stock, no par value, or SBLF Preferred Stock. We agreed to provide the holders of our SBLF Preferred Stock, currently only the U.S. Treasury, with “piggyback” registration rights to certain registrations of our securities, including the registration of which this prospectus is part. The U.S. Treasury has exercised its piggyback registration rights and, as a result, we have included the U.S. Treasury’s SBLF Preferred Stock in this registration statement.

Risks Associated with Our Business

Our ability to implement our business strategy is subject to numerous risks and uncertainties. You should carefully consider all of the information set forth in this prospectus and, in particular, the information under the heading “Risk Factors,” prior to making an investment in our common stock. These risks include, among others, the following:

•

We are subject to certain market risks due to our focus on agricultural lending;

•

Our business strategy includes growth plans, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively;

•

We depend on our management team to implement our business strategy and we could be harmed by the loss of their services;

•

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

•

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

Our Corporate Information

Our principal executive office is located at 860 North Rapids Road, Manitowoc, Wisconsin 54221-0700, and our telephone number is (920) 686-9998. Our primary asset is and the majority of our business is conducted through Investors Community Bank. Our website address is www.investorscommunitybank.com. Our website and the information contained on, or that can be accessed through, the website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on any such information in making your decision whether to purchase our common stock.

Implications of Being an Emerging Growth Company

As a company with less than $1.0 billion in gross revenue during our last fiscal year, we qualify as an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of reduced regulatory and reporting requirements that are otherwise generally applicable to public companies. As an emerging growth company:

•

we may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus;

•

we are exempt from the requirement to obtain an audit of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

•

we are permitted to provide less extensive disclosure about our executive compensation arrangements; and

•

we are not required to hold non-binding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of these exemptions until we are no longer an “emerging growth company.” We would cease to be an “emerging growth company” upon the earliest of: (i) the first fiscal year following the fifth anniversary of this offering; (ii) the first fiscal year after our annual gross revenues are $1 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities; or (iv) as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

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

THE OFFERING


Common stock to be offered by us		1,033,750 shares

		(or 1,210,750 shares if the underwriters’ over-allotment option is exercised in full)

Common stock to be offered by the selling shareholders		146,250 shares

Common stock to be outstanding immediately following this offering		5,497,540 shares⁽¹⁾

		(or 5,674,540 shares if the underwriters’ over-allotment option is exercised in full)⁽²⁾

Use of Proceeds		Our net proceeds from the sale of our common stock in this offering will be approximately $14.4 million, or approximately $17.0 million if the underwriters elect to exercise in full their over-allotment option, based on the initial public offering price of $15.75 per share and after deducting underwriting discounts and estimated offering expenses payable by us. We will not receive any proceeds from the sale of our common stock by the selling shareholders. We intend to use the net proceeds to us from this offering, in part, to support growth and expansion. We may also use the proceeds of the offering to: (i) serve as a source of additional capital for the Bank, as it may require from time to time; (ii) redeem SBLF Preferred Stock issued in connection with the SBLF Program and the Series B Nonvoting Noncumulative Perpetual Preferred Stock (or the Series B Preferred Stock); (iii) enable the Company and the Bank to take advantage of strategic opportunities as they may present themselves in the marketplace; and (iv) provide additional working capital for the Company to service its ongoing overhead and interest expense, and other ongoing operations of the Company. For additional information, see “Use of Proceeds.”

Dividends		We intend to pay a cash dividend on a quarterly basis to holders of our common stock at an initial amount of approximately $0.04 per share starting in March 2015, subject to the prior approval of our board of directors. Although we expect to pay dividends as of the date of this prospectus, we may elect not to pay dividends. Any declarations of dividends will be subject to legal, regulatory and contractual restrictions (including with respect to our SBLF Preferred Stock and our junior subordinated debentures (and related trust preferred securities, or



		TruPS), which are senior to our shares of preferred and common stock and have a preference on dividends) and will also be made at the discretion of our board of directors, where such determination may be based upon our results of operations, financial condition, capital requirements, business strategy and other factors that the board deems relevant. For additional information, see “Dividend Policy.”

Rank		Our common stock is subordinate to our junior subordinated debentures (and related TruPS) and our SBLF Preferred Stock with respect to the payment of dividends and the distribution of assets upon liquidation. In addition, our common stock will be subordinate to any debt that we may issue in the future and may be subordinate to any series of preferred stock that we may issue in the future.

Risk factors		You should read the “Risk Factors” section of this prospectus for a discussion of factors to carefully consider before deciding to invest in shares of our common stock.

NASDAQ listing		Our common stock has been approved for listing on the NASDAQ Global Market under the trading symbol “ICBK.”

(1)

The number of shares of our common stock outstanding immediately following this offering set forth above is based on 4,463,790 shares of our common stock outstanding as of September 30, 2014. The number of shares of our common stock outstanding immediately following this offering excludes: (i) 376,051 shares of common stock issuable upon the exercise of outstanding options at a weighted average exercise price of approximately $11.15 per share and a weighted average remaining contractual term of 4.39 years; and (ii) 231,049 shares of common stock reserved for issuance in connection with equity awards granted under our 2012 Equity Incentive Compensation Plan.

(2)	Except as otherwise indicated, the information in this prospectus does not give effect to the exercise by the underwriters of their option to purchase up to 177,000 additional shares of common stock from us solely to cover over-allotments, if any.

SBLF PREFERRED STOCK


Securities registered for the benefit of the U.S. Treasury		15,000 shares of SBLF Preferred Stock

Use of Proceeds		We will not receive proceeds from the sale of shares of SBLF Preferred Stock by the U.S. Treasury.

Dividends		The SBLF Preferred Stock is entitled to receive non-cumulative dividends, payable quarterly, on each January 1, April 1, July 1 and October 1. The dividend rate was subject to fluctuation on a quarterly basis during the first ten quarters during which the SBLF Preferred Stock was outstanding, based upon changes in the level of Qualified Small Business Lending, or QSBL, of the Bank. As of September 30, 2014, the dividend rate was 1.0%. For additional information, see “Description of Capital Stock—Series C Noncumulative Perpetual Preferred Stock—Dividends.”

Rank		Our SBLF Preferred Stock is subordinate to our junior subordinated debentures (and related TruPS) and will be subordinate to any debt we may issue in the future.

Risk factors		You should read the “Risk Factors” section of this prospectus for a discussion of factors to consider regarding the registration of the SBLF Preferred Stock.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The selected historical consolidated financial data presented below is derived in part from our consolidated financial statements. The following is only a summary and you should read it in conjunction with the consolidated financial statements and notes beginning on page F-1 and the sections of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Capitalization.” The information at December 31, 2013 and 2012, and for the years then ended, is derived in part from the audited consolidated financial statements that appear in this prospectus. The information at December 31, 2011 and prior is derived in part from audited consolidated financial statements that are not included in this prospectus. The information at September 30, 2014 and 2013, respectively, and for the nine months then ended that appear in this prospectus was not audited, but in the opinion of management, reflects all adjustments necessary for a fair presentation. All of these adjustments are normal and recurring. The performance and asset quality ratios are unaudited and derived from the audited financial statements as of and for the years presented. Average balances have been computed using daily averages. Our historical results of operations are not necessarily indicative of the results of operations for any future period.


	At or for the Nine Months Ended September 30, (unaudited)				At or for the Year Ended December 31,
	2014		2013		2013		2012		2011
	(dollars in thousands, except share and per share data)
SELECTED BALANCE SHEET DATA
Total assets	$	742,818	$	745,934	$	757,820	$	755,237	$	678,007
Total loans		591,623		578,506		569,138		613,490		575,061
Allowance for loan losses		10,374		10,243		10,495		12,521		9,090
Securities available for sale		77,673		67,020		73,007		62,098		48,570
Deposits		599,931		604,581		616,308		612,819		548,159
Total shareholders’ equity		77,522		71,283		71,809		65,851		60,332

SELECTED INCOME STATEMENT DATA
Interest income	$	22,820	$	24,130	$	31,972	$	33,801	$	33,893
Interest expense		5,721		6,472		8,513		9,663		12,253

Net interest income		17,099		17,658		23,459		24,138		21,640
Provision for loan losses		—		3,700		4,200		4,200		4,475

Net interest income after provision for loan losses		17,099		13,958		19,259		19,938		17,165
Non-interest income		5,167		6,902		8,857		7,501		5,474
Non-interest expense		12,735		11,438		16,964		15,204		12,767
Income tax expense		3,603		3,530		4,140		4,601		3,615

Net income	$	5,928	$	5,892	$	7,012	$	7,634	$	6,257


	At or for the Nine Months Ended September 30, (unaudited)						At or for the Year Ended December 31,
	2014			2013			2013			2012			2011
PER COMMON SHARE DATA
Basic earnings per common share	$	1.25		$	1.23		$	1.45		$	1.56		$	1.27
Diluted earnings per share		1.25			1.23			1.45			1.53			1.25
Book value per common share		15.57			14.02			14.28			13.02			11.55
Basic weighted average common shares		4,465,550			4,532,490			4,518,830			4,593,190			4,618,130
Diluted weighted average common shares		4,476,510			4,545,180			4,521,760			4,674,310			4,690,050

SELECTED PERFORMANCE RATIOS⁽¹⁾
Return on average assets		1.06	%		1.06	%		0.94	%		1.09	%		0.92	%
Return on average equity		8.79	%		9.38	%		8.24	%		9.64	%		10.05	%
Return on average common shareholders’ equity⁽²⁾		11.10	%		12.02	%		10.47	%		12.74	%		11.82	%
Net interest margin		3.22	%		3.37	%		3.35	%		3.59	%		3.29	%
Efficiency ratio⁽²⁾		52.87	%		49.05	%		47.43	%		50.00	%		46.17	%

SELECTED ASSET QUALITY RATIOS
Non-performing loans to total loans		2.12	%		1.10	%		1.06	%		1.83	%		4.32	%
Non-performing assets to total assets⁽³⁾		2.79	%		4.25	%		2.92	%		2.88	%		4.63	%
Allowance for loan losses to gross loans		1.75	%		1.77	%		1.84	%		2.04	%		1.58	%
Allowance for loan losses to non-performing loans		82.65	%		161.31	%		173.30	%		111.67	%		36.56	%
Net loan charge-offs to average loans		0.02	%		1.00	%		1.05	%		0.13	%		1.47	%

CAPITAL RATIOS
Shareholders’ equity and SBLF Preferred Stock to assets		12.46	%		11.57	%		11.46	%		10.71	%		11.11	%
Shareholders’ common equity to assets		9.36	%		8.48	%		8.42	%		7.79	%		7.87	%
Tier 1 leverage ratio (Bank)		13.74	%		13.00	%		12.81	%		12.31	%		12.29	%
Tier 1 risk-based capital ratio (Bank)		16.58	%		15.71	%		16.18	%		14.32	%		14.15	%
Total risk-based capital ratio (Bank)		17.84	%		16.97	%		17.44	%		15.58	%		15.41	%

(1)	Operating ratios are annualized for the nine months ended September 30, 2014 and 2013, respectively.

(2)

Return on average common shareholders’ equity and the efficiency ratio are not recognized under generally accepted accounting principles of the United States, or U.S. 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 U.S. GAAP measures.

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

Non-GAAP Financial Measures

“Efficiency ratio” is defined as non-interest expenses, excluding gains and losses, and writedown 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 assess our operating expenses in relation to our core operating revenue by removing the volatility that is associated with certain one-time items and other discrete items that are unrelated to our core business.

The information provided below reconciles the efficiency ratio to its most comparable U.S. GAAP measure.


	For the Nine Months Ended September 30, (unaudited)						For the Year Ended December 31,
	2014			2013			2013			2012			2011
	(dollars in thousands)
Efficiency ratio:
Total non-interest expense	$	12,735		$	11,438		$	16,964		$	15,204		$	12,767
Less net (loss) gain on sale and write-downs of OREO		(964	)		609			(1,636	)		440			(249	)

Adjusted non-interest expense (numerator)	$	11,771		$	12,047		$	15,328		$	15,644		$	12,518

Net interest income	$	17,099		$	17,658		$	23,459		$	24,138		$	21,640
Non-interest income		5,167			6,902			8,857			7,501			5,474
Less: gains on sales of securities		—			—			—			(354	)		—

Adjusted operating revenue (denominator)	$	22,266		$	24,560		$	32,316		$	31,285		$	27,114

Efficiency ratio		52.87	%		49.05	%		47.43	%		50.00	%		46.17	%

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

The information below reconciles the return on average common shareholders’ equity to its most comparable U.S. GAAP measure.


	At or for the Nine Months Ended September 30, (unaudited)						At or for the Year Ended December 31,
	2014			2013			2013			2012			2011
Return on average common shareholders’ equity:
Return on average shareholders’ equity (U.S. GAAP basis)		8.79	%		9.38	%		8.24	%		9.64	%		10.05	%
Effect of excluding average preferred shareholders’ equity		2.31			2.64			2.23			3.10			1.77

Return on average common shareholders’ equity		11.10	%		12.02	%		10.47	%		12.74	%		11.82	%

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with the other information contained in this prospectus, including our consolidated financial statements and the related notes appearing at the end of this prospectus. If any of the following risks is realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the price of our common stock could decline and you could lose part or all of your investment.

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

We primarily concentrate our lending activities in the state of Wisconsin, which is to some extent dominated by an agricultural economy. Historically, our senior management’s primary business lending experience has been in agricultural lending, with a specific expertise in and focus on dairy and dairy-related businesses. Although we attempt to maintain a diversified customer base and a diversified loan portfolio, we are more heavily dependent upon the agricultural economy than a typical commercial bank. At September 30, 2014, agricultural loans comprised $376.7 million, or approximately 64% of our total loan portfolio. According to the American Bankers Association, at June 30, 2014, we were the 39th largest farm lender bank in the United States measured by total dollar volume of farm loans. For more information about our market area and the competition we face, see the section of this prospectus entitled “Business—Our Markets.”

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

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

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

Our lending is primarily to borrowers located or doing business in Wisconsin. Furthermore, at September 30, 2014, we had certain loan-type concentrations of credit risk, specifically in agricultural lending, which are described in more detail in the section of this prospectus entitled “Business—Lending Activities” and “Business—Our Markets.” Because of the concentration of agricultural loans in our lending portfolio and the volume of our borrowers in regions dependent upon agriculture, we could be disproportionately affected relative to others because these high concentrations present a risk to our lending operations. If any of these borrowers becomes unable to repay their loan obligations for any reason, our nonperforming loans and our allowance for loan losses could increase significantly, which could have a material adverse effect on our business, financial condition and results of operations.

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

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

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

At September 30, 2014, approximately 64% of our total loan portfolio was comprised of agricultural loans. Volatility in certain commodity prices, including milk, could adversely impact the ability of those borrowers to perform under the terms of their borrowing arrangements with us. In terms of the dairy industry, milk prices have fluctuated. For the 15-year period ended November 30, 2014, the per-year average All-Milk price (a weighted average price for all uses of milk in a particular milk order) in the United States paid to producers has ranged from an average low price of $12.32 per hundredweight (cwt) in 2000 to an average high price of $24.34 per cwt in 2014 year-to-date through November 30, 2014, according to the USDA National Agricultural Statistics Service. “Hundredweight,” or “cwt,” is a measure equal to 100 pounds of milk shipped. Fluctuations in milk prices may be caused by changes in consumption and demand, weather-related factors (such as droughts), the size of the dairy cattle herd, changes in fuel costs, changes in feed costs, governmental policies and regulations and other factors. A decrease in milk prices may result in an increase in the number of non-performing loans in our agricultural portfolio, which could have a material adverse effect on our financial condition, earnings and capital.

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

At September 30, 2014, approximately 64% of our aggregate loan portfolio, comprising our agriculture real estate loans (including agricultural construction loans), commercial real estate loans and residential real estate loans, was primarily secured by interests in real estate predominantly located in Wisconsin. Additionally, some of our other lending occasionally involves taking real estate as primary or secondary collateral. Real property values in Wisconsin may be different from, and in some instances worse than, real property values in other markets or in the United States as a whole, and may be affected by a variety of factors outside our control and the control of our borrowers, including national and local economic conditions generally. Declines in real property prices, including prices for farmland, commercial property and homes in Wisconsin could result in a deterioration of the credit quality of our borrowers, an increase in the number of loan delinquencies, defaults and charge-offs, and reduced demand for our products and services generally. Moreover, declines in real property values in Wisconsin could reduce the value of any collateral we realize following a default on these loans and could adversely affect our ability to continue to grow our loan portfolio consistent with our underwriting standards. Our failure to effectively mitigate these risks could have a material adverse effect on our business, financial condition or result of operations.

We face intense competition in making loans and attracting deposits. Price competition for loans and deposits sometimes results in us charging lower interest rates on our loans and paying higher interest rates on our deposits, which may reduce our net interest income. Competition also makes it more difficult and costly to attract and retain qualified employees. Many of the institutions with which we compete have substantially greater resources and lending limits than we have and may offer services that we do not provide. We also face competition for agricultural loans from participants in the nationwide Farm Credit System and much larger regional, national and global banks. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of non-bank competition in the financial services industry. If we are not able to effectively compete in our market areas and targeted business segments, our profitability may be negatively affected. For more information about our market area and the competition we face, see the section of this prospectus entitled “Business—Our Markets” and “Business —Competition.”

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

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

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

At September 30, 2014, $172.7 million, or approximately 29%, of our loan portfolio consisted of commercial real estate and commercial and industrial loans. Given their generally larger balances and the complexity of the underlying collateral, commercial real estate and commercial and industrial loans generally expose a lender to greater credit risk than loans secured by owner occupied one-to-four family real estate. For commercial real estate loans, the principal risk is that repayment is generally dependent on income from tenant leases being generated in amounts sufficient to cover operating expenses and debt service. For commercial and industrial loans, the principal risk is that repayment is generally dependent upon the successful operation of the borrower’s business. If loans that are collateralized by real estate or other business assets become troubled and the value of the collateral has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan, which could cause us to increase our provision for loan losses and would adversely affect our operating results.

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

While we pursue an asset/liability strategy designed to mitigate our risk from changes in interest rates, including by seeking to originate variable rate loans and balancing the respective terms of assets and liabilities, changes in interest rates may still have a material adverse effect on our financial condition and results of operations. Changes in the level of interest rates also may negatively affect our ability to originate loans, the value of our assets and liabilities and our ability to realize gains from the sale of our assets, all of which could affect our earnings. For further discussion of how changes in interest rates could impact us, see the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Risk Management.”

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

At September 30, 2014, our allowance for loan losses, totaled $10.4 million, which represented 1.75% of gross loans. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for our loans. In determining the amount of the allowance for loan losses, we review our loss and delinquency experience, and we evaluate other factors including, among other things, current economic conditions. If our assumptions are incorrect, or if delinquencies or non-performing loans increase, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, which would require additions to our allowance, and could decrease our net income or reduce our capital.

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

The dividend rate on our SBLF Preferred Stock will increase to 9.0% during the first quarter of 2016 if we have not redeemed the SBLF Preferred Stock, which would impact the net income available to holders of our common stock and earnings per share of our common stock.

The per annum dividend rate on the 15,000 shares of our SBLF Preferred Stock we sold to the U.S. Department of Treasury, or the U.S. Treasury, in connection with our participation in the SBLF Program is currently 1.0%. During the first quarter of 2016, the per annum dividend rate will increase to a fixed rate of 9.0% if any SBLF Preferred Stock remains outstanding at that time. The total dividends paid on our SBLF Preferred Stock for the year ended December 31, 2013 were $150,000. Assuming the increased dividend rate of 9.0% per annum and assuming we have not redeemed any of our SBLF Preferred Stock, the total dividends payable on our SBLF Preferred Stock would be $1.3 million for the 12-month period beginning in February 2016. Depending on our financial condition at the time, any such increase in the dividend rate could have a material negative effect on our financial condition, including reducing our net income available to holders of our common stock and our earnings per share.

Failure to pay dividends on our SBLF Preferred Stock may have negative consequences, including limiting our ability to pay dividends in the future.

Our SBLF Preferred Stock pays a noncumulative quarterly dividend in arrears. Such dividends are not cumulative but we may only declare and pay dividends on our common stock (or any other equity securities junior to the SBLF Preferred Stock) if we have declared and paid dividends on the SBLF Preferred Stock for the current dividend period. Moreover, our ability to pay dividends is always subject to legal and regulatory restrictions. Any payment of dividends in the future will depend, in large part, on our earnings, capital requirements, financial condition and other factors considered relevant by the our board of directors. There is no assurance that we will pay dividends on our common stock in the future, or that if we do pay dividends, that such dividends will continue.

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

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

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

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

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

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

A “brokered deposit” is any deposit that is obtained from or through the mediation or assistance of a deposit broker, which includes larger correspondent banks and securities brokerage firms. These deposit brokers attract deposits from individuals and companies throughout the country and internationally whose deposit decisions are based almost exclusively on obtaining the highest interest rates. We have used brokered deposits in the past, and we intend to continue to use brokered deposits as one of our funding sources to support future growth. At September 30, 2014, brokered deposits represented approximately 22% of our total deposits and equaled $131.4 million. There are risks associated with using brokered deposits. In order to continue to maintain our level of brokered deposits, we may be forced to pay higher interest rates than contemplated by our asset-liability pricing strategy. In addition, banks that become less than “well capitalized” under applicable regulatory capital requirements may be restricted in their ability to accept or prohibited from accepting brokered deposits. If this funding source becomes more difficult to access, we will have to seek alternative funding sources in order to continue to fund our growth. This may include increasing our reliance on the Federal Home Loan Bank of Chicago, or FHLB, borrowings, attempting to attract non-brokered deposits, reducing our available for sale securities portfolio and selling loans. There can be no assurance that brokered deposits will be available, or if available, sufficient to support our continued growth.

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

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

We will incur increased costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives because we will need to implement additional financial and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company, and these expenses may increase even more after we are no longer an “emerging growth company.” We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a stand-alone public company, and we expect that the obligations of being a public company, including the substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. These obligations will increase our operating expenses and could divert management’s attention from other aspects of our business. However, the measures we take may not be sufficient to satisfy our obligations as a public company. We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, as well as rules adopted, and to be adopted, by the Securities Exchange Commission, or the SEC, and the NASDAQ Global Market, except for such requirements that we may elect not to comply with during the period we are an emerging growth company, which could require us to further upgrade our systems and/or hire additional staff, which would increase our operating costs. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. The increased costs may cause us to incur losses. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to maintain the sufficient coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

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

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

In addition, we provide our customers the ability to bank remotely, including online over the internet. The secure transmission of confidential information is a critical element of remote banking. Our network could be vulnerable to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches. We may be required to spend significant capital and other resources to protect against the threat of security breaches and computer viruses, or to alleviate problems caused by these incidents. Further, we outsource some of the data processing functions used for remote banking, and accordingly we are dependent on the expertise and performance of our third-party providers. To the extent that our activities, the activities of our customers, or the activities of our third-party service providers involve the storage and transmission of confidential information, security breaches and viruses could expose us to claims,

litigation and other possible liabilities. Any inability to prevent security breaches or computer viruses could also cause existing customers to lose confidence in our systems and could adversely affect our reputation, results of operations and ability to attract and maintain customers and businesses. In addition, a security breach could also subject us to additional regulatory scrutiny, expose us to civil litigation and possible financial liability and cause reputational damage, any or all of which could have a material adverse effect on our business.

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

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

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

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

In addition to the risks posed by the integration process itself, the focus of management’s attention and effort on integration may result in a lack of sufficient management attention to other important issues, causing harm to our business. Also, general market and economic conditions or governmental actions affecting the financial industry generally may inhibit our successful integration of an acquired business.

We expect to continue to evaluate merger and acquisition opportunities that are presented to us and conduct due diligence activities related to possible transactions with other financial institutions. As a result, merger or acquisition discussions and, in some cases, negotiations may take place and future mergers or acquisitions involving cash, debt or equity securities may occur at any time. We do not expect to comment publicly on possible acquisitions or business combinations until we have signed a definitive agreement for the transaction. Historically, acquisitions of non-failed financial institutions involve the payment of a premium over book and market values, and, therefore, some dilution of our book value and net income per share may occur in connection with any future transaction. Failure to realize the expected revenue increases, cost savings, increases in geographic or product presence and/or other projected benefits from an acquisition could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

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

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

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

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

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

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

Our risk management framework seeks to mitigate risk and appropriately balance risk and return. We have established processes and procedures intended to identify, measure, monitor and report the types of risk to which we are subject, including credit risk, operations risk, compliance risk, reputation risk, strategic risk, market risk and liquidity risk. We seek to monitor and control our risk exposure through a framework of policies, procedures,

monitoring and reporting requirements. There may be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated. If our risk management framework does not effectively identify or mitigate our risks, we could suffer unexpected losses and could be materially adversely affected.

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

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

The Dodd-Frank Act was enacted on July 21, 2010. The Dodd-Frank Act represented a significant overhaul of many aspects of the regulation of the financial-services industry. Among other things, the Dodd-Frank Act created a new federal Consumer Financial Protection Bureau, tightened capital standards, and generally increased oversight and regulation of financial institutions and financial activities.

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

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

In July 2013, each of the U.S. federal banking agencies adopted final rules implementing the recommendations of the International Basel Committee on Bank Supervision to strengthen the regulatory capital requirements of all banking organizations in the United States. The new capital framework, referred to as Basel III, will replace the existing regulatory capital rules for all banks, savings associations and U.S. bank holding companies with greater than $500 million in total assets, and all savings and loan holding companies. The final Basel III rules became effective for the Company and the Bank on January 1, 2015 and will be fully phased-in by January 1, 2019.

Basel III creates a new regulatory capital standard based on Tier 1 common equity and increases the minimum leverage and risk-based capital ratios applicable to all banking organizations. Basel III also changes how a number of the regulatory capital components are calculated. Any significant increase in our capital requirements could reduce our growth and profitability and materially adversely affect our business, financial condition, results of operations and growth prospects. For more information about the regulations to which we are subject, see the section of this prospectus entitled “Supervision and Regulation.”

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

We are required by our regulators to maintain adequate levels of capital to support our operations. We believe the net proceeds that we raise in the offering will be sufficient to permit the Bank to maintain regulatory capital compliance for the foreseeable future. Nonetheless, we may at some point need to raise additional capital to support continued growth or to address losses.

Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside of our control, and on our financial condition and performance. Accordingly, we may not be able to raise additional capital if needed on terms that are acceptable to us, or at all. If we cannot raise additional capital when needed, our operations and our financial condition could be materially and adversely affected. In addition, if we are unable to raise additional capital when required by the Federal Reserve, we may be subject to adverse regulatory action. For more information about the regulations to which we are subject, see the section of this prospectus entitled “Supervision and Regulation.”

Increased FDIC insurance assessments could significantly increase our expenses.

The Dodd-Frank Act eliminated the maximum Deposit Insurance Fund ratio of 1.5% of estimated deposits, and the FDIC has established a long-term ratio of 2.0%. The FDIC has the authority to increase assessments in order to maintain the Deposit Insurance Fund ratio at particular levels. In addition, if our regulators issue downgraded ratings of the Bank in connection with their examinations, the FDIC could impose significant additional fees and assessments on us which could significantly increase our expenses.

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

We maintain systems and procedures designed to ensure that we comply with applicable laws and regulations. The federal Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the PATRIOT Act, and other laws and regulations require financial institutions, among other duties, to institute and maintain effective anti-money laundering programs and file suspicious activity and currency transaction reports as appropriate. The federal Financial Crimes Enforcement Network, established by the U.S. Treasury to administer the Bank Secrecy Act, is authorized to impose significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service. Federal and state bank regulators also have begun to focus on compliance with Bank Secrecy Act and anti-money laundering regulations. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including future acquisition plans, which would negatively impact our business, financial condition and results of operations. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us.

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

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

The Company’s only source of funds to pay dividends is dividends or other distributions it may receive directly from the Bank. The Company’s payment of dividends in the future, if any, will be subject to legal, regulatory and contractual restrictions (including with respect to our SBLF Preferred Stock and junior subordinated debentures (and related TruPS), which are senior to our shares of preferred and common stock and have a preference on dividends), and will also depend on the Bank’s earnings, capital requirements, financial

condition and other factors considered relevant by our board of directors. Dividends are payable on shares at the discretion of our board of directors, subject to the provisions of the Wisconsin Business Corporation Law, or WBCL, and any regulatory restrictions. For more information on the restrictions on paying dividends, see “Supervision and Regulation—Dividends.”

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

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

There may be a limited trading market in our common stock, which would hinder your ability to sell our common stock and may lower the market price of the stock.

There is no established market for our common stock. Our common stock has been approved for listing on the NASDAQ Global Market under the symbol “ICBK,” subject to completion of the offering. The underwriters have advised us that they intend to make a market in our common stock following the offering, but they are under no obligation to do so or to continue to do so once it begins. The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice, and, therefore, you should not view the shares of common stock as a short-term investment. In addition, our public “float,” which is the total number of our outstanding shares less shares held by our directors and executive officers, if any, may be quite limited. As a result, it is unlikely that an active trading market for the common stock will develop or that, if it develops, it will continue. If you purchase shares of common stock, you may not be able to sell them at a price equal to or in excess of your per share purchase price. Purchasers of common stock in this stock offering should have long-term investment intent and should recognize that there will be a limited trading market in the common stock. The limited market for our stock may make it difficult to sell the common stock after the stock offering and may have an adverse impact on the price at which the common stock can be sold.

We have broad discretion in allocating the net proceeds of the offering. Our failure to effectively utilize such net proceeds may have an adverse effect on our financial performance and the value of our common stock.

Our management will have broad discretion in the application of the net proceeds from this offering, and you will be relying on the judgment of our management regarding the application of these proceeds. You will not have the opportunity, as part of your investment decision, to assess whether we are using the proceeds appropriately. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering in ways that enhance shareholder value, we may fail to achieve expected financial results, which could cause our stock price to decline. For additional information see the section of this prospectus entitled “Use of Proceeds.”

Anti-takeover provisions in our charter documents and under Wisconsin law could make an acquisition of us, which may be beneficial to our shareholders, more difficult and may prevent attempts by our shareholders to replace or remove our current management and limit the market price of our common stock.

Provisions in our amended and restated articles of incorporation and our amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our amended and restated articles of incorporation and amended and restated bylaws include provisions that:

These provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Wisconsin, the Wisconsin control share acquisition statute and Wisconsin’s “fair price” and “business combination” provisions, in addition to other provisions of Wisconsin law, would apply and limit the ability of an acquiring person to engage in certain transactions or to exercise the full voting power of acquired shares under certain circumstances. As a result, offers to acquire us, which may represent a premium over the available market price of our common stock, may be withdrawn or otherwise fail to be realized. For additional information, see the section of this prospectus entitled “Description of Capital Stock—Antitakeover Effect of Governing Document and Applicable Law.”

We are an “emerging growth company,” as defined in the JOBS Act and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common stock less attractive to investors and adversely affect the market price of our common stock.

For so long as we remain an “emerging growth company,” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements applicable to public companies that are not “emerging growth companies” including:

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile and may decline.

Our common stock is equity and will be subordinate to our existing and any future indebtedness.

Shares of our common stock will represent equity interests in us and do not constitute indebtedness. Accordingly, the shares of our common stock will be subordinate to our existing junior subordinated debentures with respect to the payment of dividends and the distribution of assets upon liquidation and will rank junior to all of our existing and future indebtedness and to other non-equity claims against us with respect to assets available to satisfy claims against us, including in our liquidation.

Our board of directors may issue shares of preferred stock that would adversely affect the rights of our common shareholders.

Our authorized capital stock includes 600,000 shares of preferred stock, which includes: (i) 15,000 shares of Series B Preferred Stock that are authorized, of which 8,000 shares are outstanding; (ii) 15,000 shares of our SBLF Preferred Stock issued to the U.S. Treasury under the SBLF Program that are issued and outstanding; and (iii) 570,000 shares of Preferred Stock that are not classified. Our SBLF Preferred Stock has rights that may be adverse to our common shareholders, including priority with regard to any dividends paid by the Company and any payment received in liquidation. Our board of directors, in its sole discretion, may designate and issue one or more series of preferred stock from the authorized and unissued shares of preferred stock. Subject to limitations imposed by law or our articles of incorporation, our board of directors is empowered to determine:

We could issue preferred stock with voting and conversion rights that could adversely affect the voting power of the shares of our common stock and with preferences over the common stock with respect to dividends and in liquidation.

Stock price volatility may negatively impact the price at which our common stock may be sold, and may also negatively impact the timing of any sale. Our stock price may fluctuate widely in response to a variety of factors including the risk factors described herein and, among other things:

General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes, credit loss trends or currency fluctuations, could also cause our stock price to decrease regardless of our operating results.

Shares of our common stock are not insured deposits or other obligations of any bank and are not insured by the FDIC or any other governmental agency and are subject to investment risk, including possible loss of principal.

Securities analysts may not initiate or continue coverage on our common stock.

Following the completion of this offering, the trading price of our common stock will depend in part on the research and reports that securities analysts publish about us and our business. We do not have any control over these securities analysts, and they may not cover our common stock. If securities analysts do not cover our common stock, the lack of research coverage may adversely affect our common stock’s market price. If we are covered by securities analysts, and our common stock is the subject of an unfavorable report, the price of our common stock may decline. If one or more of these analysts cease to cover us or fail to publish regular reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our common stock to decline.

An active trading market for the SBLF Preferred Stock may not develop or be maintained.

The SBLF Preferred Stock is not currently listed on any securities exchange or available for quotation on any national quotation system. We will use reasonable best efforts to list, or make available for quotation, the SBLF Preferred Stock in the future, if and when any shares of SBLF Preferred Stock are offered and sold. An active trading market for the SBLF Preferred Stock may not develop, or if developed, may not be maintained. If an active market does not develop and is not maintained, the market value and liquidity of the SBLF Preferred Stock may be materially and adversely affected.

The holders of SBLF Preferred Stock have no voting rights except with respect to certain fundamental changes in the terms of the SBLF Preferred Stock and certain other matters and as may be required by applicable law. If dividends on the SBLF Preferred Stock are not paid in full for five quarterly dividend periods, whether or not consecutive, the holders of the SBLF Preferred Stock have the right to appoint a non-voting observer on our board of directors. Further, if dividends are not paid in full for six quarterly dividend periods, whether or not consecutive, the total number of positions on our board of directors will automatically increase by two and the holders of the SBLF Preferred Stock, acting as a class, will have the right to elect two individuals to serve in the new director positions. These rights and the terms of such directors will end when we have paid in full all accrued and unpaid dividends and paid dividends for at least four consecutive dividend periods.

The SBLF Preferred Stock is subject to various prohibitions and other restrictions on our payment of dividends.

Our ability to pay dividends on the SBLF Preferred Stock is restricted by Federal Reserve Board supervisory policies and guidance. Dividends may not be paid if our historical or projected earnings are not sufficient.

Our board of directors may decide not to declare any dividends on the SBLF Preferred Stock.

Our board of directors or any authorized committee of our board of directors may decide not to declare a dividend on the SBLF Preferred Stock in respect of any dividend period. In such case, the holders of SBLF Preferred Stock will have no right to receive any dividend for such period, and we will have no obligation to pay such a dividend, regardless of whether any dividends are declared for any subsequent dividend periods. Although we have been paying dividends on the SBLF Preferred Stock, our board of directors may in the future deem that we either do not have the ability or face circumstances that may make it advisable for us not to declare and pay such dividends.

If we redeem the SBLF Preferred Stock, holders of SBLF Preferred Stock may not be able to reinvest the redemption proceeds in a comparable investment at the same or a greater rate of return.

We have the right to redeem the SBLF Preferred Stock, in whole or in part, at our option at any time, subject to prior regulatory approval. If we choose to redeem the SBLF Preferred Stock, we are likely to do so if we are able to obtain a lower cost of capital. If prevailing interest rates are relatively low if or when we choose to redeem the SBLF Preferred Stock, holders of SBLF Preferred Stock generally will not be able to reinvest the redemption proceeds in a comparable investment at the same or greater rate of return. For more information regarding the redemption of our SBLF Preferred Stock, see the section of this prospectus entitled “Use of Proceeds.”

Shares of our preferred stock are not insured by the FDIC or any other governmental agency and are subject to investment risk, including possible loss of principal.

Some of the statements made under “Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus constitute forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “may,” “should,” “indicate,” “would,” “contemplate,” “continue,” “intend,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

These statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in greater detail under the section entitled “Risk Factors” and elsewhere in this prospectus. You should not rely upon forward-looking statements as predictions of future events.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, after the date of this prospectus, we are under no duty to update or revise any of the forward-looking statements.

Our net proceeds from the sale of our common stock in this offering will be approximately $14.4 million, or approximately $17.0 million if the underwriters elect to exercise in full their over-allotment option, based on the initial public offering price of $15.75 per share and after deducting underwriting discounts and estimated offering expenses payable by us.

We intend to use the net proceeds of the offering, in part, to provide capital to support growth and expansion. We may also use the proceeds of the offering to: (i) serve as a source of additional capital for the Bank, as it may require from time to time; (ii) redeem SBLF Preferred Stock and Series B Preferred Stock; (iii) enable the Company and the Bank to take advantage of strategic opportunities as they may present themselves in the marketplace; and (iv) provide additional working capital for the Company to service its ongoing overhead and interest expense, and other ongoing operations of the Company. We currently intend to redeem our SBLF Preferred Stock no later than the first quarter of 2016, prior to the date on which the dividend rate on the SBLF Preferred Stock will increase to 9.0%. Regardless of when we redeem our SBLF Preferred Stock, it will cost us $15 million in redemption price, plus any accrued or unpaid dividends to the date of redemption. Even without any net proceeds from the sale of our common stock in this offering, we believe we currently have sufficient capital to redeem the SBLF Preferred Stock. If we use proceeds from this offering for other purposes as enumerated above, we anticipate that we will still be able to redeem the SBLF Preferred Stock without any of the costs or uncertainty associated with seeking to borrow funds or raise capital in a separate, subsequent offering. We have not specifically allocated the amount of net proceeds to us that will be used for these purposes and our management will have broad discretion over how these proceeds are used. We are conducting this offering at this time because we believe that it will allow us to better execute our growth strategies.

We will not receive any proceeds from the sale of our common stock by the selling shareholders. Messrs. Censky and Binversie, both founders and directors of the Company and directors and executive officers of the Bank, will offer and sell 58,500 and 87,750 shares of common stock, respectively, in our initial public offering. Following the offering, Messrs. Censky and Binversie will own 6.8% and 5.7%, respectively, of our outstanding common stock.

We will not receive any proceeds from any sale of the SBLF Preferred Stock by the U.S. Treasury.

Following this offering, we intend to pay quarterly cash dividends on our common stock at an initial amount of approximately $0.04 per share starting in March 2015, subject to the approval of our board of directors.

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

Under applicable Wisconsin law, we are prohibited from paying dividends if we are insolvent or if the payment of dividends would render us unable to pay debts as they come due in the usual course of business. The Federal Reserve has issued a policy statement providing that dividends should be paid only out of current earnings and only if our prospective rate of earnings retention is consistent with our capital needs, asset quality and overall financial condition. Regulatory guidance also provides for prior regulatory consultation with respect to capital distributions in certain circumstances, such as where the holding company’s net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend or the holding company’s overall rate of earnings retention is inconsistent with its capital needs and overall financial condition. In determining whether to pay a cash dividend in the future and the amount of any cash dividend, our board of directors is expected to take into account a number of factors, including: regulatory capital requirements; our financial conditions and results of operations; other uses of funds for long term value of shareholders; tax considerations; statutory, regulatory and contractual limitations; and general economic conditions.

Dividends we can declare and pay will depend primarily upon receipt of dividends from the Bank. See the section of this prospectus entitled “Supervision and Regulation—Dividends.” In addition, beginning in 2016, the Bank’s ability to pay dividends will be limited if it does not have the capital conservation buffer required by the new capital rules, which may limit our ability to pay dividends to shareholders. See the sections of this prospectus entitled “Supervision and Regulation—Capital Adequacy Guidelines.”

Any payment of dividends by the Bank to us that would be deemed to be drawn out of the Bank’s bad debt reserves would require a payment of taxes at the then-current tax rate by the Bank on the amount of earnings deemed to be removed from the reserves for such distribution. The Bank does not intend to make any distribution to us that would create such a federal tax liability.

In addition to the Bank, the Company has two subsidiaries: the County Bancorp Statutory Trust II and the County Bancorp Statutory Trust III, or the Trusts, which are both Delaware statutory trusts. The Trusts were created for the purpose of administering the Company’s issuances of TruPS. With respect to the payment of dividends, our common stock is subordinate to our debentures, which we issued to the Trusts in connection with our TruPS. Accordingly, we will be prohibited from declaring and paying dividends on our common stock (or any other equity security comprising our capital stock) if we (i) elect to defer interest payments on the debentures, or (ii) default on any of our obligations under the governing documents for the debentures. Examples of defaults under the governing documents for the debentures include, voluntary or involuntary bankruptcy of the Company, liquidation of the Trusts, failure to make specified payments on the debentures when due, and failure to make payment on our guarantee of the capital securities issued by the Trusts.

The SBLF Preferred Stock issued in connection with our participation in the SBLF Program pays a noncumulative quarterly dividend in arrears. Such dividends are not cumulative, but we may only declare and pay dividends on our common stock (or any other equity securities junior to the SBLF Preferred Stock) if full dividends on all outstanding shares of SBLF Preferred Stock for the most recently completed dividend period have been or are contemporaneously declared and paid. If a dividend is not declared and paid in full on the SBLF Preferred Stock for any dividend period, then from the last day of that dividend period until the last day of the third dividend period immediately following it, no dividend or distribution may be declared or paid on our common stock.

The following table shows our capitalization, including regulatory capital ratios, on a consolidated basis, as of September 30, 2014: (1) on an actual basis, and (2) on an as-adjusted basis as if the offering had been completed as of September 30, 2014, giving effect to the sale of 1,033,750 shares of common stock by us and 146,250 shares of common stock by the selling shareholders in this offering at the initial public offering price of $15.75 per share after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

You should read the following table in conjunction with the sections in this prospectus entitled “Selected Historical Consolidated Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

The table above excludes the following shares as of September 30, 2014: (i) 376,051 shares of common stock issuable upon the exercise of outstanding options at a weighted-average exercise price of approximately $11.15 per share and a weighted-average remaining contractual term of 4.39 years; and (ii) 231,049 shares of common stock reserved for issuance under our 2012 Equity Incentive Compensation Plan.

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the public offering price per share of our common stock and the as adjusted net book value per share of our common stock immediately after this offering. Net book value per share of our common stock is determined at any date by subtracting our total liabilities from the amount of our total assets and dividing the difference by the number of shares of our common stock deemed to be outstanding at that date.

Our historical book value as of September 30, 2014, was approximately $69.5 million, or $15.57 per common share, based on 4,463,790 shares of common stock outstanding as of September 30, 2014. After giving effect to the sale of 1,033,750 shares of our common stock offered in this offering at the initial public offering price of $15.75 per share after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our net book value as of September 30, 2014, would have been approximately $83.9 million, or $15.26 per share of common stock. This represents an immediate decrease in net book value of $0.31 per share to existing shareholders and an immediate dilution in net book value of $0.49 per share to new investors purchasing shares of common stock in this offering at the initial public offering price. The following table illustrates this dilution on a per share basis:

The following table summarizes the total consideration paid to us and the average price paid per share by existing shareholders and investors purchasing common stock in this offering. This information is presented on an as-adjusted basis as of September 30, 2014, after giving effect to our sale of shares of common stock in this offering (assuming the underwriters do not exercise their purchase option) based on the initial public offering price of $15.75 per share.

If the underwriters exercise their over-allotment option in full, the percentage of shares of common stock held by existing shareholders will decrease to approximately 78.7% of the total number of shares of our common stock outstanding after this offering, and the number of shares held by new investors will increase to 1,210,750, or 21.3% of the total number of our shares of our common stock outstanding after this offering.

The number of shares of our common stock outstanding immediately following this offering is based on 4,463,790 shares of our common stock outstanding as of September 30, 2014. This number excludes: (i) 376,051 shares of common stock issuable upon the exercise of outstanding options at a weight-average exercise price of approximately $11.15 per share and a weighted average remaining contractual term of 4.39 years; and (ii) 231,049 shares of common stock reserved for issuance in connection with equity awards granted under our 2012 Equity Incentive Compensation Plan.

The Company was founded in 1996 by our leadership group consisting of William C. Censky, Timothy J. Schneider, Wayne D. Mueller and Mark R. Binversie, to meet the financial services needs of agricultural and business banking clients throughout Wisconsin. According to the American Bankers Association, at June 30, 2014, we were the 39th largest farm lender bank in the United States measured by total dollar volume of farm loans, and since our inception have been one of the faster growing banks in the state through organic growth. At September 30, 2014, we had assets of $742.8 million, total loans of $591.6 million and deposits of $599.9 million. Our guiding principles have always been soundness, profitability then growth, and we believe our performance to date has validated our business model and approach to banking.

Book Value Growth. We initially raised capital at a price of $1.60 per share, as adjusted to reflect a 10-for-1 stock split effected April 4, 2014. By consistently maintaining high levels of profitability and building shareholder value through retained earnings, our book value per share at December 31, 2013 was $14.28, representing a CAGR of 14.4% for all full years since our inception. At September 30, 2014, our book value per share was $15.57.

Efficiency. Our operating model has focused on serving the needs of our customers without a dependence on a traditional branch network, allowing us to maintain lower operating costs than many of our peers. As a result, we have been able to consistently operate our business at attractive efficiency levels. For 2013 and the nine months ended September 30, 2014, our efficiency ratio was 47.43% and 52.87%, respectively, while our ratio of non-interest expense to average assets was 2.24% and 2.28%, respectively. According to FDIC statistics through September 30, 2014, for commercial banks with assets between $500 million and $1.0 billion, the average for efficiency ratios for 2013 and the nine months ended September 30, 2014, was 69.0% and 67.4%, respectively, while industry average for non-interest expense to average assets was 3.17% and 3.08%, respectively.

Non-Interest Income. Another significant driver of our profitability has been our ability to generate non-interest income through the sale of agricultural loans, and the fee income generated by servicing such loans. As of December 31, 2013 and September 30, 2014, we had $414.1 million and $415.2 million, respectively, in loans that had been sold or participated for which we retained the servicing rights. As a result, for the corresponding periods, loan servicing income was $5.9 million and $3.6 million, respectively, representing approximately 66.56% and 70.33% of our total non-interest income, respectively.

We plan to increase our commercial banking staff and sales efforts, emphasizing our multi-family and other commercial real estate banking businesses and comprehensive commercial and industrial banking program designed to service manufacturing businesses, professional service firms and privately owned businesses and their related business owners. We intend to continue our focus on specific niche areas where we already have established connections and understand our customers’ business models, such as the dairy industry supply network and cheese production.

Since inception, we have focused on building and growing a diversified and low all-in cost deposit base, with all-in costs taking into account both the interest rate paid on deposits and the fixed costs associated with our branch network. While, compared to our peers, we typically pay higher interest rates for deposits in the markets we serve due to our heavier reliance on time deposits (such as CDs), which tend to be more rate sensitive, versus non-interest bearing deposits (such as checking accounts), we have avoided the elevated operating expenses associated with an extensive branch network. Historically, we sourced deposits through our single location in Manitowoc, as well as other wholesale channels (such as brokered deposits). As the Bank grew, we began to rely on wholesale funding more extensively. Recognizing this dynamic, we opened a branch in Stevens Point in 2010. This location has allowed us to attract local deposits, thus decreasing our dependency on wholesale funding.

While we are committed to growing our business by expanding our operations and lending strategy within Wisconsin organically, we expect to opportunistically pursue acquisitions consistent with our strategic objectives. We feel our model is scalable, and with our continued strong growth in the agricultural markets, we will seek to further expand our business by pursuing strategic partners that would offer us growth and diversification opportunities, ideally business banks and banks without extensive branch networks. We believe that significant consolidation opportunities exist in the Wisconsin market in particular for well-positioned and well-capitalized prospective acquirers with publicly-traded stock and access to the capital markets. According to FDIC data as of September 30, 2014, the Wisconsin banking market consisted of over 200 banks and thrifts with assets less than $400 million headquartered in the state, while 15 banks with assets greater than $1 billion are headquartered in Wisconsin, of which only six are exchange-traded. As of the date of this prospectus, we do not have any agreements, arrangements or understandings regarding any possible future acquisitions or other similar transactions.

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

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

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

A significant source of our revenues is the interest earned on the Bank’s loan portfolio. At September 30, 2014, our total assets were $742.8 million and our total loans were $591.6 million or 79.7% of total assets. At December 31, 2013, our total assets were $757.8 million and our total loans were $569.1 million or 75.1% of total assets. At December 31, 2012, our total assets were $755.2 million and its total loans were $613.5 million or 81.2% of total assets. The increase in total loans from December 31, 2013 to September 30, 2014, was $22.5 million (4.0%) and from December 31, 2012 to December 31, 2013, total loans decreased $44.4 million (7.2%). For the periods indicated below, the net change in total loans (excluding the allowance for loan losses) was as follows:

For more information about our loan portfolio, see the section of this prospectus entitled “Management Discussion and Analysis of Financial Condition and Results of Operations—Comparison of Financial Condition at September 30, 2014 and December 31, 2013 and 2012—Net Loans.”

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

At September 30, 2014, and December 31, 2013 and 2012, the composition of our loan portfolio was as follows:

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

We originate and maintain large credit relationships with a number of customers in the ordinary course of our business. We have established a formal, internal house lending limit on loans to one borrower of $6 million, which is significantly lower than our legal lending limit of approximately $18.9 million as of September 30, 2014. Exceptions to this limit may be made in the case of particularly strong credits. As of September 30, 2014, only nine relationships exceeded our internal house lending limit with total combined credit risk exposure of $69.4 million, or 63.2%, of total risk-based capital, and only two of these relationships exceeded $10 million, with the largest being $10.8 million.

Management seeks to maintain a high quality of loans through sound underwriting and lending practices. We believe the most relevant measurement for monitoring overall credit quality of our loan portfolio is the ratio of non-performing assets to total assets as nonperforming loans may ultimately progress to OREO. Accordingly, the initial underwriting of loans is vital. Our non-performing assets to total assets as of September 30, 2014, December 31, 2013 and 2012 were 2.79%, 2.92% and 2.88%, respectively. We have customized our loan underwriting to reflect the risks that are specific to each product type as described below.

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

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

Commercial Lending. Our commercial and industrial loans, or C&I loans, are offered to established businesses by business bankers who have extensive experience in making commercial loans. Our commercial loan portfolio is comprised of conventional term loans, lines of credit and government guaranteed loans, primarily SBA loans. These loans have either adjustable or fixed rates typically with terms of five years or less, longer with SBA guarantees. C&I loans are underwritten on the basis of the borrower’s ability to make repayment for the cash flow of its business and generally are collateralized by business assets, such as accounts receivable, equipment and inventory, as well as personal guarantees of the principals. The availability of funds

for the repayment of commercial loans is substantially dependent on the success of the business itself, which is subject to adverse economic conditions. Commercial loans often involve larger loan balances to single borrowers or a related group of borrowers, resulting in a more concentrated loan portfolio.

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

Consumer Lending. While not a primary focus of ours, we do provide consumer and personal loans on a collateralized and non-collateralized basis. These loans are most often collateralized by primary residences, secondary residences, automobiles and recreational vehicles. Consumer loans are priced at prevailing market rates and are made to the individuals responsible for making the scheduled payments. Consumer and personal loans generally have a term of five years or less, with amortizations that match the useful life of the asset(s) being financed. Consumer loans represent approximately 2% of our overall loan portfolio.

Concentrations. Loan concentrations are defined as amounts loaned to multiple borrowers engaged in similar activities that could cause them to be similarly impacted by economic or other conditions. We, on a routine basis, monitor these concentrations in order to consider adjustments in our lending practices to reflect economic conditions, loan to deposit ratios, and industry trends. As of September 30, 2014 and December 31, 2013 and 2012, except for agricultural real estate and agricultural production loans, which together comprised approximately 64%, 66% and 62%, respectively, of our loan portfolio on each of those dates, no concentration of loans within any portfolio category to any group of borrowers engaged in similar activities or in a similar business exceeded 25% of total loans.

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

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

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

The following table shows the total portfolio of loans and loans serviced for the periods indicated below:

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

Real estate acquired by us as a result of foreclosure or by deed in lieu of foreclosure is classified as other real estate owned or, OREO. OREO properties are recorded on the balance sheet at the lower of cost or fair value less estimated selling costs, and the estimated loss, if any, is charged to the allowance for loan losses at the time it is transferred to OREO. Further write-downs in OREO are recorded at the time management believes additional deterioration in value has occurred and are charged to non-interest expense. At September 30, 2014 and December 31, 2013 and 2012, we have OREO of $8.1 million, $16.1 and $10.5 million, respectively.

Loans on nonaccrual status and OREO and certain other related information was as follows:

At September 30, 2014, loans 30 to 89 days delinquent comprised four customer relationships, which totaled $211 thousand. Management continually evaluates the collectability of its non-performing loans and the adequacy of its allowance for loan losses to absorb the identified and unidentified losses inherent in the loan portfolio. As a result of these evaluations, loans considered uncollectible are charged-off and adjustments to the reserve considered necessary are provided through a provision charged against earnings. These evaluations consider the current economic environment, the real estate market and its impact on underlying collateral values, trends in the level of non-performing and past-due loans, and changes in the size and composition of the loan portfolio.

No provision for loan losses was taken for the nine months ended September 30, 2014, while for the years ended December 31, 2013 and 2012 the provision for loan losses totaled $4.2 million and $4.2 million, respectively. For such periods, net loans charged-off totaled $121 thousand, $6.2 million and $769 thousand, respectively. At September 30, 2014 and December 31, 2013 and 2012, we had non-performing loans (i.e., nonaccrual loans and loans 90 days or more past due) of $12.6 million, $6.1 million and $11.2 million, respectively. Considering the nature of our loan portfolio, management believes that the allowance for loan losses at September 30, 2014 was adequate.

During the nine months ended September 30, 2014, and the years ended December 31, 2013 and 2012, the activity in our allowance for loan losses was as follows:

Deposits are the major source of our funds for lending and other investment purposes. Deposits are attracted principally from within our primary market area through the offering of a broad variety of deposit instruments including checking accounts, money market accounts, regular savings accounts, term certificate accounts (including “jumbo” certificates in denominations of $100,000 or more) and retirement savings plans. As of September 30, 2014 and December 31, 2013 and 2012, the distribution by type of deposit accounts was as follows:

Our deposits decreased during the first nine months of 2014, from $616.3 million at December 31, 2013 to $599.9 million at September 30, 2014, a decrease of $16.4 million or 2.7%. This decrease in total deposits from December 31, 2013 to September 30, 2014 resulted from decreases in brokered and time deposits of $19.2 million and $24.9 million, respectively, offset by increases in other deposits of $27.8 million. Our deposits increased to $616.3 million at December 31, 2013, from $612.8 million at December 31, 2012, an increase of $3.5 million or 0.6%, reflecting an increase in time deposits of $8.1 million, a decrease in brokered deposits of $17.2 million, and an increase in other deposits of $12.6 million, respectively.

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

We use various funding sources including: (i) core deposits consisting of traditional bank deposit products, such as demand deposits, money market accounts and certificates of deposit, and (ii) wholesale funds consisting of brokered deposits, national CDs and FHLB advances. Wholesale funding is used to supplement normal deposit accumulation by us and to assist in asset liability management. We use brokered deposits to obtain non-putable deposits (except for death and incompetence) with maturities and options that assist management of various balance sheet interest rate risks. These deposits may have a higher or lower interest rate than deposits obtained locally. As noted above, brokered deposit balances were $131.4 million, $150.7 million and $167.9 million at September 30, 2014, December 31, 2013 and December 31, 2012, respectively.

FDIC regulations limit the ability of certain insured depository institutions to accept, renew, or roll over brokered deposits by offering rates of interest which are significantly higher than the prevailing rates of interest on deposits offered by other insured depository institutions having the same type of charter in such depository institutions’ normal market area. Under these regulations, “well capitalized” depository institutions may accept, renew, or roll over deposits at such rates without restriction, “adequately capitalized” depository institutions may accept, renew or roll over deposits at such rates with a waiver from the FDIC (subject to certain restrictions on payments of rates), and “undercapitalized” depository institutions may not accept, renew or roll over deposits at such rates. The regulations contemplate that the definitions of “well capitalized,” “adequately capitalized” and “undercapitalized” will be the same as the definitions adopted by the agencies to implement the prompt corrective action provisions of applicable law. For additional information, see the section in this prospectus entitled “Supervision and Regulation—Imposition of Liability for Undercapitalized Subsidiaries.” As of September 30, 2014 and December 31, 2013, the Bank met the definition of a “well capitalized” depository institution.

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

The following table sets forth the maturity of time deposits, including brokered time deposits as of September 30, 2014 and December 31, 2013 and 2012.

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

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

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

At December 31, 2014, we had 84 full-time employees and 16 part-time employees. Our employees are not represented by a collective bargaining unit. We consider our relations with our employees to be good.

Our main office is located at 860 North Rapids Road in Manitowoc, Wisconsin 54221. The 24,000-square foot building, which is owned by the Bank, houses our executive offices and teller lobby. The building has four drive-up teller windows and a night depository. The building was built in 1997 and is in very good condition. We consider the building to be adequate for our needs presently and in the foreseeable future. In addition, the Bank has one full-service branch at 3273 Church Street in Stevens Point, Wisconsin 54481, and three loan production offices, located in Darlington, Eau Claire and Fond du Lac, Wisconsin, respectively.

From time to time, we are subject to certain legal proceedings and claims in the ordinary course of business. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, financial condition, operating results or cash flows. We establish reserves for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in the sections titled “Special Note Regarding Forward-Looking Statements,” “Industry and Market Data” and “Risk Factors.”

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

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

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

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

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

A significant portion of the Company’s assets are financial instruments carried at fair value. This includes securities available for sale and certain impaired loans. The majority of assets carried at fair value are based on either quoted market prices or market prices for similar instruments. See Note 18 “Fair Value Measurements” in the “Notes to Consolidated Financial Statements” herein for additional disclosures regarding the fair value of financial instruments.

Comparison of Financial Condition at September 30, 2014 and December 31, 2013 and 2012

Total Assets. Total assets decreased $15.0 million, or 1.99%, from $757.8 million at December 31, 2013 to $742.8 million at September 30, 2014. Total assets decreased while loans increased by $22.5 million offset by a decrease in cash and due from banks of $28.1 million. The decrease in assets is partially attributable to our decision not to renew higher-cost time deposits upon maturity.

Total assets increased $2.6 million, or 0.3%, from $755.2 million at December 31, 2012 to $757.8 million at December 31, 2013. Total assets remained generally flat for the year with a decrease in total net loans of $42.3 million, partially offset by an increase in cash and cash equivalents of $27.1 million and an increase in investment securities of $10.9 million. For the nine months ended September 30, 2014, liquidity increased while total net loans declined as described below.

Net Loans. Total net loans increased by $22.6 million, or 4.1%, from $558.6 million at December 31, 2013 to $581.2 million at September 30, 2014. The increase in loans was due primarily to growth in commercial real estate loans and commercial and industrial loans and reduced loan sale activity.

Total net loans decreased by $42.3 million, or 7.0%, from $601.0 million at December 31, 2012 to $558.6 million at December 31, 2013. The decrease in loans was due primarily to a decrease of $20.9 million, or 16.9%, in commercial real estate loans, and a decrease of $6.9 million or 11.9%, in commercial and industrial loans. The decrease in net loans reflects a transfer of $25.0 million in loans to OREO and a decrease of $51.2 million as a result of the sale of primarily agricultural and commercial and industrial loans. Loan growth, adjusted for sales and OREO transfers, was $38.2 million or 6.2% in 2013 and $25.1 million or 4.4% for the nine months ended September 30, 2014.

This overall loan growth reflects our continuing emphasis on originating agricultural and commercial loans by taking advantage of continued increased loan demand. Sales of loans continued to be strategically executed to take advantage of balance sheet management opportunities in consideration of our capital position and managing our loan mix concentration.

The following tables set forth the composition of our loan portfolio at the dates indicated:

The changes in the balances of “Loans sold, net of repayments,” particularly in the nine months ended September 30, 2014, were caused by the reduced volume of loan participations sold versus prior years. The majority of our loan participations and sales relate to agricultural customers. When customers request additional funding, generally for expansion of their operations, the existing loan participations are usually repurchased, with the consent of the participating institution, to allow for repackaging of the loans. This allows the new loans, including the additional funding, to be re-participated at a later time. The decision to re-participate a loan is dependent on many factors, including in-house lending limits and longer-term interest rate options provided to the borrower. As reflected by the numbers, we have not been participating as many loans in 2014 as we have in the past, but have retained the balances internally.

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.

Loan Maturity. The following table sets forth certain information at September 30, 2014 and December 31, 2013 regarding scheduled contractual maturities during the periods indicated. The tables do not include any estimate of prepayments, which significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below.

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 increased by $4.7 million, or 6.4%, to $77.7 million at September 30, 2014 from $73.0 million at December 31, 2013. The increase in the portfolio was due to additional investment security purchases, partially offset by normal pay downs during the nine months ended September 30, 2014.

Securities increased by $10.9 million, or 17.57%, to $73.0 million at December 31, 2013, from $62.1 million at December 31, 2012. The increase in the portfolio was primarily due to increased investments in municipal notes and U.S. Agency mortgage-backed securities during the year ended December 31, 2013. We reinvested all of the cash

flows from pay downs in new securities. The increase in the balance of the investment securities portfolio reflects our ongoing long-term objective to strategically increase our on-balance sheet liquidity position.

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

At September 30, 2014 and December 31, 2013, we had no investments in a single company or entity (other than the U.S. government or an agency of the U.S. government), including both debt and equity securities, that had an aggregate book value in excess of 10% of our equity.

The following table sets forth the stated maturities and weighted average yields of investment securities at September 30, 2014 and December 31, 2013. Certain mortgage-backed securities have adjustable interest rates and will reprice periodically within the various maturity ranges. These repricing schedules are not reflected in the table below.

Deposits. Deposits decreased $16.4 million, or 2.7% to $599.9 million at September 30, 2014 from $616.3 million at December 31, 2013. The decrease was attributable in part to an intentional reduction in the interest rates being offered on certain time deposit products, thus resulting in higher-cost deposits being withdrawn upon maturity. This was in an effort to align funding with loan demand.

Deposits increased $3.5 million, or 0.6%, to $616.3 million at December 31, 2013 from $612.8 million at December 31, 2012. At September 30, 2014 and December 31, 2013, deposits other than certificates of deposit and brokered deposits were $172.2 million and $144.4 million, respectively, representing 28.7% and 23.4%, respectively, of total deposits.

We have used brokered deposits, in addition to core and time deposits, to help fund our loan demand. Brokered deposits at September 30, 2014 totaled $131.4 million or 21.9% of total deposits. The shift in our deposit balance mix shows our long-term continued strategy to reduce brokered deposits and increase core deposit balances through our focus on customer relationships, in order to secure less volatile and less costly funding and cross-sell opportunities.

The trend of declining brokered deposits is also evident on a longer-term basis as the $141.4 million average balance of brokered deposits as of September 30, 2014 declined from an average balance of $203.1 million as of December 31, 2011. The following table sets forth the average balances and weighted average rates of our deposit products at the dates indicated.

The following table sets forth the maturity of time deposits, including brokered time deposits as of September 30, 2014 and December 31, 2013 and 2012.

Borrowings. The Bank had fixed rate advances outstanding from the FHLB-Chicago in the amount of $22 million, $22 million and $25 million as of September 30, 2014 and December 31, 2013 and 2012, respectively. The terms of security agreements with the FHLB require the Bank to pledge collateral for such borrowings consisting of qualifying first mortgage loans, certain securities available for sale, and all stock in the FHLB. We did not have overnight advances with the FHLB as of September 30, 2014, or December 30, 2013 or 2012.

In addition to the fixed rate FHLB borrowings, the Bank had an irrevocable letter of credit with FHLB dated September 14, 2009, totaling $600 thousand as of September 30, 2014 and December 31, 2013 and 2012, and an irrevocable letter of credit with the FHLB dated June 20, 2010 totaling $4.14 million, $4.47 million and $4.63 million as of September 30, 2014 and December 31, 2013 and 2012, respectively. There was no amount outstanding under these letters of credit as of September 30, 2014, or December 31, 2013 or 2012. The letters of credit expire on September 13, 2019 and July 15, 2018, respectively.

As of September 30, 2014 and December 31, 2013 and 2012, the Bank also had a $50 million line-of-credit available with the Federal Reserve Bank of Chicago. Borrowings under this line of credit are limited by the amount of securities pledged by the Bank as collateral. Our available credit due to our pledged securities totaled $17.9 million, $18.3 million and $19.2 million as of September 30, 2014 and December 31, 2013 and 2012, respectively. We did not borrow from the Federal Reserve Bank of Chicago as of September 30, 2014, or December 31, 2013 or 2012.

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

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

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

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

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

Comparison of Operating Results for the Nine Months Ended September 30, 2014 and 2013

Net Income. Net income for the nine months ended September 30, 2014 was consistent with income earned for the nine months ended September 30, 2013. Net income was $5.93 million for the nine months ended September 30, 2014, or $1.25 per share (basic and diluted), compared to $5.89 million for the nine months ended September 30, 2013, or $1.23 per share (basic and diluted), representing an increase of 0.68%. The slight increase in net income is primarily attributable to the reduction in provision for loan losses. Based on our analysis of components of the allowance for loan losses described below under “Allowance for Loan Losses,” we did not record a provision for loan losses for the nine months ended September 30, 2014, due to continued stabilization in the loan portfolio. The annualized return on average assets for each of the nine months ended September 30, 2014 and 2013 was 1.06%.

Interest and Dividend Income. Total interest and dividend income decreased $1.3 million, or 5.43%, to $22.8 million for the nine months ended September 30, 2014 compared to the same period in 2013. The decrease in interest income was primarily the result of a lower average rate earned on our interest-earning assets and lower loan volumes. The average balance of loans during the nine months ended September 30, 2014 decreased $13.4 million, or 2.25%, to $582.6 million from $596.0 million for the nine months ended September 30, 2013, while the average yield on loans decreased by 21 basis points to 4.97% for the nine months ended September 30, 2014 from 5.18% for the nine months ended September 30, 2013. The decline in yield reflects the competitive rate environment and the general lower level of interest rates.

The average balance of investment securities increased $9.8 million, or 15.1%, to $74.4 million for the nine months ended September 30, 2014 from $64.6 million for the nine months ended September 30, 2013, and the yield on investment securities decreased by 4 basis points to 1.84% for the nine months ended September 30, 2014 from 1.88% for the nine months ended September 30, 2013. The increase in the balance of our investment securities portfolio reflects our ongoing long-term objective to increase our on-balance sheet liquidity position.

Interest Expense. Total interest expense decreased $751 thousand for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. Interest expense on interest-bearing deposit accounts decreased $385 thousand, or 7.6% for the nine months ended September 30, 2014 and 2013 to $4.7 million in the 2013 period, driven by lower interest rates paid on deposits given the continuing low interest rate environment.

Interest expense on FHLB advances decreased $102 thousand, or 30.5%, to $232 thousand for the nine months ended September 30, 2014 from $334 thousand for the nine months ended September 30, 2013. The average balance of FHLB advances decreased by $5.5 million, or 22.4%, to $19.3 million for the nine months ended September 30, 2014 from $24.8 million for the nine months ended September 30, 2013. The rate decreased 18 basis points to 1.61% for the nine months ended September 30, 2014 from 1.79% for the nine months ended September 30, 2013. We use FHLB advances to strategically fund longer-term loans.

Also contributing to the decline in overall interest expense was the reduction in interest expense of $228 thousand during the nine months ended September 30, 2014 from the prior year period on other borrowings, largely as a result of a decline in the average balance of other borrowings of $6.2 million to $12.4 million during the nine months ended September 30, 2014 versus a comparable prior nine month period balance of $18.6 million.

Net Interest and Dividend Income. Net interest and dividend income declined $559 thousand, or 3.17%, to $17.1 million for the nine months ended September 30, 2014 from $17.7 million for the nine months ended September 30, 2013. The decrease resulted primarily from a $1.3 million decrease in interest income as explained above. Our average interest-earning assets increased slightly to $707.3 million for the nine months ended September 30, 2014 from $699.5 million for the nine months ended September 30, 2013, and our net

interest rate spread decreased to 3.01% for the nine months ended September 30, 2014 from 3.17% for the nine months ended September 30, 2013. Our net interest margin declined to 3.22% for the nine months ended September 30, 2014 from 3.37% for the nine months ended September 30, 2013.

The reduction in our interest rate spread and net interest margin reflect the competitive loan pricing environment offset in part by the benefit from the repricing of long-term certificates of deposit at maturity. We also continued to benefit from a more favorable deposit mix with a reduction in our reliance on certificates of deposits and an increase in our level of lower-cost checking accounts.

Provision for Loan Losses. Based on our analysis of the components of the allowance for loan losses described below under “Allowance for Loan Losses,” we did not record a provision for loan losses for the nine months ended September 30, 2014, compared to a provision of $3.7 million for the nine months ended September 30, 2013. The allowance for loan losses was $10.4 million, or 1.75% of total loans at September 30, 2014, compared to $10.2 million, or 1.77% of total loans at September 30, 2013. Total non-performing loans, excluding performing troubled debt restructurings, were $12.6 million at September 30, 2014 compared to $6.4 million at September 30, 2013. The allowance for loan losses reflects the amount we believe to be appropriate to cover losses likely to be incurred in the loan portfolio at September 30, 2014 and 2013.

Non-Interest Income. Non-interest income decreased $1.7 million, or 25.1%, to $5.2 million for the nine months ended September 30, 2014 from $6.9 million for the nine months ended September 30, 2013. The decrease primarily reflected decreases in loan servicing rights income of $1.2 million and OREO recoveries of $404 thousand. The $1.2 million decrease in loan servicing rights income resulted from a reduction of loans sold net of repayments from $41.1 million for the nine months ended September 30, 2013 to $1.0 million for the nine months ended September 30, 2014. Given the extended period during which interest rates have remained at or near historic lows, we anticipate that the number of borrowers looking to refinance or restructure existing credits will continue to slow. Accordingly, we expect the volume of loans originated for sale to remain stable in the near future.

Non-Interest Expense. Non-interest expense increased $1.3 million, or 11.3%, to $12.7 million for the nine months ended September 30, 2014 from $11.4 million for the nine months ended September 30, 2013. The increase primarily reflected an increase in salaries and employee benefits expense of $345 thousand and an increase in OREO expenses of $903 thousand relating to carrying and management costs of OREO properties. The increased salaries and benefits were a planned expense and relate to the addition of new hires and the payment of performance incentives to existing employees. We expect salaries and benefits to continue to increase as we attempt to attract and retain the talented personnel that will be necessary to achieve our strategic objectives. While the amount of OREO in our portfolio has declined from its peak of $25.4 million at September 30, 2013, it remains at $8.1 million as of September 30, 2014. We expect the insurance, tax and other carrying costs associated with OREO to remain higher than they have been historically.

Income Taxes. Income tax expense for the nine months ended September 30, 2014 increased to $3.6 million from $3.5 million for the nine months ended September 30, 2013, due to increased income before income taxes. The effective tax rate as a percent of pre-tax income was approximately 38% for the nine months ended September 30, 2014 and approximately 37% for the nine months ended September 30, 2013.

Comparison of Operating Results for the Years Ended December 31, 2013 and 2012

Net Income. Net income, excluding the impact of increased OREO expenses, increased as expected and reflected continued improvement in core earnings on a year-over-year basis. Net income was $7.0 million for the year ended December 31, 2013, or $1.45 per share (basic and diluted), compared to $7.6 million for the year ended December 31, 2012, or $1.56 per share (basic) and $1.53 (diluted), a decrease of $620 thousand, or 8.1%. The decrease was primarily due to an increase in OREO expenses of $2.9 million, offset by an increase of $1.4 million in non-interest income, and a decrease of $837 thousand in salaries and employee benefits expense.

Net income before taxes was $11.2 million for the year ended December 31, 2013 compared to $12.2 million for the year ended December 31, 2012, a decrease of $1.0 million of 8.2%. Excluding the net costs associated with OREO, net income before taxes would have been $13.4 million and $12.4 million for the years ended 2013 and 2012, respectively, an increase of $1.0 million or 8.1%.

Interest and Dividend Income. Total interest and dividend income decreased $1.8 million, or 5.4%, to $32.0 million for the year ended December 31, 2013 compared to the same period in 2012. The decrease in total interest income was primarily the result of a $1.8 million decrease in interest earned on loans and a decrease of $101 thousand in interest earned on our securities portfolio. Although the average balance of loans during the year ended December 31, 2013 increased $4.1 million, or 0.7%, to $590.3 million from $586.2 million for the year ended December 31, 2012, the average yield earned on loans decreased by 33 basis points to 5.19% for the year ended December 31, 2013 from 5.52% for the year ended December 31, 2012 due to continued reduction in market interest rates. The average balance of investment securities increased $11.7 million, or 21.7%, to $65.6 million for the year ended December 31, 2013 from $53.9 million for the year ended December 31, 2012, while the yield on investment securities decreased by 60 basis points to 1.90% for the year ended December 31, 2013 from 2.50% for the year ended December 31, 2012.

Interest Expense. Total interest expense decreased $1.2 million, or 11.9%, to $8.5 million for the year ended December 31, 2013 from $9.7 million for the year ended December 31, 2012. Interest expense on interest-bearing deposit accounts decreased $1.2 million to $6.7 million for the year ended December 31, 2013 from $7.9 million for the year ended December 31, 2012. The decrease was primarily due to the impact of maturing certificates of deposit renewing at lower rates, a shift in deposit mix toward core deposits and deposit rate reductions in core deposits.

Interest expense on FHLB advances decreased $218 thousand, or 33.4%, to $435 thousand for the year ended December 31, 2013 from $653 thousand for the year ended December 31, 2012. The average rate decreased 93 basis points to 1.80% for the year ended December 31, 2013 from 2.73% for the year ended December 31, 2012.

The decrease in interest expense from FHLB advances was offset by the increase in interest expense from other borrowings of $275 thousand, largely as a result of an increase in the average balance of other borrowings of $5.6 million to $17.5 million during the year ended December 31, 2013 from the prior year period balance of $11.9 million.

Net Interest and Dividend Income. Managing net interest and dividend income through the balancing of loan and deposit growth within the current competitive interest rate environment continues to be a priority of our ALCO. While the trend of a lower interest rate spread continued during the year, the spread was consistent with expectations.

Net interest and dividend income decreased $679 thousand, or 2.81%, to $23.5 million for the year ended December 31, 2013 from $24.1 million for the year ended December 31, 2012. The decrease resulted primarily from a $1.8 million decrease in interest income offset by a $1.2 million decrease in interest expense as described above. Although our average interest-earning assets increased by $29.4 million, or 4.4%, to $701.3 million for the year ended December 31, 2013 from $671.9 million for the year ended December 31, 2012, our net interest rate spread decreased 20 basis points to 3.15% for the year ended December 31, 2013 from 3.35% at December 31, 2012. Our net interest margin decreased 24 basis points to 3.35% for the year ended December 31, 2013 from 3.59% for the year ended December 31, 2012. The decrease in our interest rate spread and net interest margin reflects yields of interest-earning assets declining faster than yields of interest-bearing liabilities in this low rate environment.

Provision for Loan Losses. Based on our analysis of the components of the allowance for loan losses described below under “Allowance for Loan Losses,” we recorded a provision for loan losses of $4.2 million for

the year ended December 31, 2013, and a provision of $4.2 million for the year ended December 31, 2012. The allowance for loan losses was $10.5 million, or 1.84% of total loans at December 31, 2013, compared to $12.5 million, or 2.04% of total loans at December 31, 2012. Total non-performing loans, excluding performing troubled debt restructurings, were $6.1 million at December 31, 2013 compared to $11.2 million at December 31, 2012. The allowance for loan losses reflects the estimate we believe to be appropriate to cover probable incurred losses inherent in the loan portfolio at December 31, 2013 and 2012.

Non-Interest Income. Non-interest income increased $1.4 million, or 18.1%, to $8.9 million during the year ended December 31, 2013 from $7.5 million for the year ended December 31, 2012. The increase is primarily attributed to increases of $951 thousand in loan servicing fees and $318 thousand in loan servicing rights income, offset in part by a reduction in gain on sale of securities of $354 thousand. Non-interest income from loan-servicing fees continues to be an important and increasing source of non-interest income, while the loan-servicing income is more volatile and dependent upon loan sales during a given period.

Non-Interest Expense. Non-interest expense increased $1.8 million, or 11.6%, to $17.0 million for the year ended December 31, 2013 from $15.2 million for the year ended December 31, 2012. The increase primarily reflected an increase of $2.9 million in expenses associated with OREO properties offset by decreases in salaries and employee benefits expense of $837 thousand as a result of lower performance based compensation.

Income Taxes. Income tax expense for the year ended December 31, 2013 decreased $0.5 million to $4.1 million from $4.6 million for the year ended December 31, 2012, primarily due to lower income before income taxes. The effective tax rate as a percent of pre-tax income was approximately 37% and 38% for the year ended December 31, 2013 and 2012, respectively.

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

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

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

The following table reflects a breakdown of the non-interest income components at the dates and for the periods indicated.

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

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

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

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

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

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

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

Interest income that would have been recorded for the nine months ended September 30, 2014 and the years ended December 31, 2013 and 2012, had nonaccrual loans been current according to their original terms amounted to $644 thousand, $497 thousand and $797 thousand, respectively. No income related to nonaccrual loans was included in interest income for the nine months ended September 30, 2014, and the years ended December 31, 2013 and 2012.

Total nonaccrual loans increased from December 31, 2013 to September 30, 2014, primarily due to one commercial real estate relationship of approximately $4.7 million being downgraded to “substandard” and placed on nonaccrual. That credit is currently operating under a forbearance agreement. A portion of the loan balance has been charged off. Additional loss should be mitigated due to the collateral coverage and government guarantees. Total nonaccrual loans decreased from December 31, 2012 to December 31, 2013, primarily due to collection activities, loan payoffs and the completion of foreclosures and transfer of properties into OREO.

Total OREO peaked in September 2013 at $25 million. The Bank is actively managing the OREO portfolio and the number and dollar amount of OREO properties has declined each quarter since September 2013. As of September 30, 2014, OREO totaled $8.15 million compared to $16.1 million at December 31, 2013 and $10.5 million at December 31, 2012. We expect the balance of OREO in our portfolio and the related expenses to decline as we continue to sell more properties than we are taking back. However, in the near term, we anticipate both the level of OREO and the related expenses will remain above the levels we have historically experienced.

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

“Substandard loans” are inadequately protected by the current sound net worth and paying capacity of the obligor or the collateral pledged. As such they have a well-defined weakness that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. “Doubtful loans” have all the weaknesses inherent in substandard loans with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. A loan classified as “loss” is considered uncollectible and of such little value that continuance as a loan of the institution is not warranted. When management classifies a loan as substandard or doubtful, a specific allowance for probable and reasonably estimable loan losses is established. If management classifies a loan as loss, an amount equal to 100% of the portion of the loan classified loss is charged to the allowance for loan losses.

The following table shows the aggregate amounts of our loans rated special mention or worse at the dates indicated.

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

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

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

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

As disclosed in the notes to the financial statements, our allowance for loan losses is comprised primarily of general reserves of $6.7 million with a limited amount of specific reserves totaling $3.7 million at September 30, 2014. This compares to $7.4 million of general reserves and $3.1 million of specific reserves at December 31, 2013.

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

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

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

Residential and consumer loans are individually evaluated for impairment when they reach non-performing status or become subject to a restructuring agreement.

Unallocated Component. In addition to the allowance as previously described, an “unallocated” reserve component may be maintained. This unallocated component is reflective of the fact that the allowance for loan losses is inherently imprecise and involves a high degree of management judgment with many variables to consider.

We identify loans that may need a full or partial charge-off by reviewing the circumstances of all impaired loans. Loan losses are charged against the allowance when we believe a portion of the loan balance is uncollectible. A borrower’s inability to make payments under the terms of the loan combined with a shortfall in collateral value would generally result in our charging off the loan to the extent of the loss deemed to be confirmed.

Discussion of Allowance for Loan Losses. At September 30, 2014, our allowance for loan losses was $10.4 million, or 1.75% of loans and 82.7% of nonaccrual loans. At December 31, 2013, our allowance for loan losses was $10.5 million, or 1.84% of loans and 173.3% of nonaccrual loans. Nonaccrual loans at September 30, 2014 were $12.6 million, or 2.12% of loans, compared to $6.1 million, or 1.06% of loans, at December 31, 2013 and $11.2 million, or 1.83% of loans, at December 31, 2012.

As the result of several positive developments and relatively modest loan growth, and despite an increase in our nonaccrual loans as of September 30, 2014, compared to December 31, 2013, we have not made a provision to the allowance for loan losses during the first three quarters of 2014. Between September 30, 2013 and September 30, 2014, the Bank’s OREO portfolio declined from $25.4 million (its peak) to $8.1 million, a reduction of $17.3 million. The reduction in the Bank’s OREO portfolio was the result of ongoing sales, a general reduction of new properties being foreclosed upon, and the write-down of some OREO balances to reflect the receipt of updated appraisals. In addition, many of the factors that are evaluated in our analysis of the allowance for loan loss have stabilized and begun showing signs of improvement, including economic and business conditions and our most recent historical loss experience. Notwithstanding the improvement in the quantitative, qualitative and environmental factors, we anticipate we will resume making provisions to the allowance for loan losses to support growth in the loan portfolio in the near future, as circumstances warrant.

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

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

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


	PER SHARE		TOTAL
Initial public offering price	$	15.75	$	18,585,000
Underwriting discounts and commissions⁽¹⁾	$	1.024	$	1,208,320
Proceeds, before expenses, to us	$	14.726	$	15,223,002
Proceeds, before expenses, to selling shareholders⁽²⁾	$	14.726	$	2,153,678


	Page

Summary		1

Risk Factors		13

Special Note Regarding Forward-Looking Statements		29

Use of Proceeds		31

Dividend Policy		32

Capitalization		34

Dilution		35

Business		36

Management’s Discussion and Analysis of Financial Condition and Results of Operations		49

Management		76

Executive and Director Compensation		83

Certain Relationships And Related Party Transactions		92

Principal and Selling Shareholders		93

Supervision and Regulation		95

Description of Capital Stock		107

Shares Eligible for Future Sale		116

Underwriting		118

Legal Matters		122

Experts		122

Where You Can Find Additional Information		122

Index to Consolidated Financial Statements of County Bancorp, Inc.		F-1


	As of September 30, 2014
	Actual			As Adjusted
	(dollars in thousands except share and per share data)
Long-term borrowings and SBLF:
Subordinated debentures	$	12,372		$	12,372
SBLF redeemable preferred stock-variable rate, noncumulative, nonparticipating, $1,000 stated value; 15,000 shares authorized; 15,000 shares issued; $15,000 redemption amount		15,000			15,000
Shareholders’ equity:
Preferred stock-variable rate, noncumulative nonparticipating, $1,000 stated value; 15,000 shares authorized; 8,000 shares issued		8,000			8,000
Common stock and surplus, $0.001 par; 50,000,000 shares authorized; 4,868,560 shares issued, and 4,463,790 shares outstanding		5			6
Treasury stock, at cost 404,770 shares		(4,495	)		(4,495	)
Surplus		16,620			31,017
Retained earnings		57,090			57,090
Accumulated other comprehensive income, net of tax		302			302

Total shareholders’ equity		77,522			91,920

Total capitalization	$	104,894		$	119,292


Book value per common share	$	15.57		$	15.26

Consolidated capital ratios
Shareholders’ equity and SBLF to total assets		12.46	%		14.39	%
Shareholders’ common equity to total assets		9.36			11.30
Bank capital ratios
Tier 1 leverage capital ratio		13.74	%		15.67	%
Tier 1 risk-based capital ratio		16.58			18.92
Total risk-based capital ratio		17.84			20.17


Initial public offering price per share				$	15.75
Historical book value per common share as of September 30, 2014	$	15.57
Decrease in net book value per share attributable to new investors		(0.31	)

As adjusted book value per common share after this offering					15.26

Dilution per share to new investors purchasing common stock in this offering				$	0.49


	Shares Purchased/Issued					Total Consideration					Average Price per Share
	Number		Percent			Amount		Percent			Average Price per Share
Shareholders as of September 30, 2014		4,463,790		81.2	%	$	16,625,000		50.5	%	$	3.72
New investors in this offering		1,033,750		18.8			16,281,563		49.5			15.75

Total		5,497,540		100.0	%	$	32,906,563		100.0	%	$	5.99


	Nine Months Ended September 30, 2014			Year Ended December 31,
	Nine Months Ended September 30, 2014			2013			2012
	(dollars in thousands)
Total loans:
Balance at beginning of period	$	569,138		$	613,490		$	575,061
Loan originations, net of repayments		25,061			38,269			91,835
Less: Loans sold, net of repayments		(1,037	)		(51,154	)		(43,418	)
Less: Loans charged-off, net		(218	)		(6,438	)		(1,520	)
Less: Transfers to other real estate owned		(1,321	)		(25,029	)		(8,468	)

Balance at end of period	$	591,623		$	569,138		$	613,490


	As of September 30,						As of December 31,
	2014						2013						2012						2011						2010						2009
	(dollars in thousands)
	Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent
Agricultural loans	$	376,737			63.7	%	$	375,240			65.9	%	$	381,893			62.3	%	$	317,486			55.2	%	$	308,427			52.3	%	$	292,757			52.0	%
Commercial real estate loans		120,542			20.3			102,645			18.0			123,499			20.1			134,791			23.4			155,198			26.3			150,723			26.7
Commercial loans		52,172			8.8			51,008			9.0			57,928			9.4			55,560			9.7			47,815			8.1			46,482			8.3
Residential real estate loans		41,812			7.1			39,901			7.0			49,050			8.0			66,252			11.5			76,021			12.9			71,044			12.6
Installment and consumer other		360			0.1			344			0.1			1,120			0.2			973			0.2			2,160			0.4			2,270			0.4

Total loans	$	591,623			100.0	%	$	569,138			100.0	%	$	613,490			100.0	%	$	575,062			100.0	%	$	589,621			100.0	%	$	563,276			100.0	%

Less: Allowance for credit losses		(10,374	)					(10,495	)					(12,521	)					(9,090	)					(13,245	)					(12,901	)

Net loans	$	581,249					$	558,643					$	600,969					$	565,972					$	576,376					$	550,375


	As of September 30, 2014					As of December 31, 2013					As of December 31, 2012
	Amount		Percent of Loans			Amount		Percent of Loans			Amount		Percent of Loans
	(dollars in thousands)
Total loans on nonaccrual status	$	12,550		2.12	%	$	6,056		1.06	%	$	11,212		1.83	%
Total loans 90+ days past due still accruing		—		—			—		—			—		—
Other real estate owned		8,149		1.38			16,083		2.83			10,517		1.71

Total non-performing assets	$	20,699		3.50	%	$	22,139		3.89	%	$	21,729		3.54	%

Loans past-due 30-89 days	$	211		0.04	%	$	312		0.05	%	$	1,917		0.31	%
As a % of total assets
Total non-performing loans				1.69					0.80					1.48
Total non-performing assets				2.79					2.92					2.88
Allowance for loan losses as a % of
Total loans				1.75					1.84					2.04
Non-performing loans				82.66					173.30					111.67


	As of September 30, 2014		As of December 31,
	As of September 30, 2014		2013		2012
	(dollars in thousands)
3 months or less	$	53,455	$	55,575	$	72,235
Over 3 months through 12 months		133,279		101,011		130,488
Over 1 year through 3 years		155,479		179,785		156,842
Over 3 years		49,534		96,333		92,469

Total certificates	$	391,747	$	432,704	$	452,034


	As of or for the Nine Months Ended September 30,						As of or for the Year Ended December 31,
	2014			2013			2013			2012			2011
	(dollars in thousands)
Pre-tax income	$	9,531		$	9,422		$	11,152		$	12,235		$	9,873
Net interest margin⁽¹⁾		3.22	%		3.37	%		3.35	%		3.59	%		3.29	%
Efficiency ratio⁽²⁾		52.87	%		49.05	%		47.43	%		50.00	%		46.17	%
Return on average assets⁽¹⁾		1.06	%		1.06	%		0.94	%		1.09	%		0.92	%
Return on average common shareholders’ equity⁽¹⁾⁽²⁾		11.10	%		12.02	%		10.47	%		12.74	%		11.82	%
Basic earnings per common share	$	1.25		$	1.23		$	1.45		$	1.56		$	1.27
Diluted earnings per share	$	1.25		$	1.23		$	1.45		$	1.53		$	1.25
Non-performing assets to total assets⁽³⁾		2.79	%		4.25	%		2.92	%		2.88	%		4.63	%


	As of September 30, 2014								As of December 31, 2013
	Due In One Year or Less		More than One Year to Five Years		More than Five Years to Ten Years		Due More Than Ten Years		Due Under One Year		More than One Year to Five Years		More than Five Years to Ten Years		Due More than Ten Years
	(dollars in thousands)
By Loan Portfolio Class:
Agricultural loans	$	244,963	$	103,847	$	17,807	$	10,120	$	252,598	$	97,088	$	13,994	$	11,560
Commercial real estate loans		28,100		74,417		10,083		7,942		32,494		62,544		5,154		2,453
Commercial loans		28,513		13,068		6,651		3,940		30,025		16,736		2,421		1,826
Residential real estate loans		12,275		24,335		1,403		3,799		13,787		20,043		772		5,299
Installment and consumer other		201		76		—		83		224		102		—		18

Total loans	$	314,052	$	215,743	$	35,944	$	25,884	$	329,128	$	196,513	$	22,341	$	21,156

By Interest Rate Type:
Fixed	$	253,712	$	195,972	$	27,831	$	22,467	$	267,465	$	172,182	$	17,517	$	17,645
Adjustable loans at floor		22,291		8,011		5,999		—		40,344		14,438		3,658		257
Adjustable		38,049		11,760		2,114		3,417		21,319		9,893		1,166		3,254

Total loans	$	314,052	$	215,743	$	35,944	$	25,884	$	329,128	$	196,513	$	22,341	$	21,156


September 30, 2014	One Year or Less					More than One Year to Five Years					More than Five Years to Ten Years					More than Ten Years					Total
	Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield
	(dollars in thousands)
Municipal securities	$	3,058		2.83	%	$	35,618		1.50	%	$	510		2.30	%		—		—		$	39,186		1.61	%
Mortgage-backed securities		—		—			943		4.28			2,463		4.05		$	32,577		2.19	%		35,983		2.37
U.S. Government and agency securities		—		—			2,006		0.70			—		—			—		—			2,006		0.70

Total	$	3,058		2.83	%	$	38,567		1.53	%	$	2,973		3.75	%	$	32,577		2.19	%	$	77,175		1.84	%


December 31, 2013	One Year or Less					More than One Year to Five Years					More than Five Years to Ten Years					More than Ten Years					Total
	Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield
	(dollars in thousands)
Municipal securities	$	4,714		3.13	%	$	26,231		1.68	%	$	2,504		1.58	%		—		—		$	33,449		1.88	%
Mortgage-backed securities		—		—			—		—			2,552		4.39		$	35,049		2.23	%		37,601		2.38
U.S. Government and agency securities		—		—			2,008		0.70			—		—			—		—			2,008		0.70

Total	$	4,714		3.13	%	$	28,239		1.61	%	$	5,056		3.00	%	$	35,049		2.23	%	$	73,058		1.90	%


	For the Nine Months Ended September 30,								For the Years Ended December 31,
	2014								2013								2012								2011
	Average Balance		Percent			Weighted Average Rate			Average Balance		Percent			Weighted Average Rate			Average Balance		Percent			Weighted Average Rate			Average Balance		Percent			Weighted Average Rate
	(dollars in thousands)
Time deposits	$	309,439		51.2	%		1.31	%	$	316,751		52.9	%		1.34	%	$	298,484		52.5	%		1.53	%	$	276,719		49.3	%		2.01	%
Brokered deposits		141,384		23.4			1.25			155,017		25.9			1.33			160,690		28.2			1.81			203,080		36.2			2.18
Money market accounts		63,159		10.4			0.45			53,078		8.9			0.51			46,632		8.2			0.67			34,410		6.1			0.96
Demand, noninterest- bearing		56,733		9.4			—			47,563		7.9			—			41,207		7.2			—			34,014		6.1			—
NOW accounts and interest checking		28,455		4.7			0.34			21,230		3.5			0.37			18,551		3.3			0.49			10,068		1.8			0.84
Savings		5,572		0.9			0.18			5,236		0.9			0.22			3,333		0.6			0.22			2,902		0.5			0.27

Total deposits	$	604,742		100.0	%		1.14	%	$	598,875		100.0	%		1.21	%	$	568,897		100.0	%		1.50	%	$	561,193		100.0	%		1.98	%


	As of September 30, 2014		As of December 31, 2013		As of December 31, 2012
	(dollars in thousands)
3 months or less	$	53,455	$	55,575	$	72,235
Over 3 through 12 months		133,279		101,011		130,488
Over 1 year through 3 years		155,479		179,785		156,842
Over 3 years		49,534		96,333		92,469

Total	$	391,747	$	432,704	$	452,033


Baird		Sterne Agee


	For the Nine Months Ended September 30,			For the Years Ended December 31,
	2014			2013			2012			2011
	(dollars in thousands)
FHLB Advances:
Balance outstanding at end of period	$	22,000		$	22,000		$	25,000		$	22,850
Average amount outstanding during the period		19,271			24,121			23,948			24,016
Maximum amount outstanding at any month end		22,000			25,000			25,000			25,000
Weighted average interest rate during the period		1.61	%		1.80	%		2.73	%		2.81	%
Weighted average interest rate at end of period		1.59			1.80			1.82			2.84


	For the Year Ended December 31,
	2013								2012								2011
	Average Outstanding Balance⁽¹⁾			Interest		Average Rate			Average Outstanding Balance			Interest		Average Rate			Average Outstanding Balance			Interest		Average Rate
	(dollars in thousands)
Interest-earning assets:
Investment securities	$	65,586		$	1,246		1.90	%	$	53,896		$	1,347		2.50	%	$	45,498		$	1,562		3.43	%
Loans⁽²⁾		590,270			30,614		5.19			586,188			32,381		5.52			585,339			32,275		5.51
Federal funds sold and interest-bearing deposits with banks		45,403			112		0.25			31,804			73		0.23			26,186			56		0.21

Total interest-earning assets		701,259		$	31,972		4.56			671,888		$	33,801		5.03			657,023			33,893		5.16
Allowance for loan losses		(11,956	)							(10,932	)							(13,177	)
Non-interest-earning assets		54,427								41,601								35,512

Total assets	$	743,730							$	702,557							$	679,358

Interest-bearing liabilities:
Savings, NOW, Money Market, Interest Checking	$	110,541			556		0.50		$	70,934			435		0.61		$	47,380		$	424		0.89
Time Deposits		440,771			6,127		1.39			456,756			7,455		1.63			479,799			9,995		2.08

Total interest-bearing deposits		551,312			6,683		1.21			527,690			7,890		1.50			527,179			10,419		1.98
Advances from FHLB		24,121			435		1.80			23,948			653		2.73			24,016			675		2.81
Other borrowings		17,500			867		4.96			11,883			592		4.99			12,281			664		5.41
Trust preferred securities		12,372			528		4.27			12,372			528		4.27			12,372			495		4.00

Total interest-bearing liabilities		605,305			8,513		1.41			575,893			9,663		1.68			575,848			12,253		2.13
Non-interest-bearing deposits		47,564								41,207								34,014
Other liabilities		5,782								6,232								7,208
SBLF Preferred Stock		15,000								15,000								5,769
Shareholders’ equity		70,079								64,225								56,519

Total liabilities and shareholders’ equity	$	743,730							$	702,557							$	679,358

Net interest income				$	23,459							$	24,138							$	21,640

Interest rate spread⁽³⁾							3.15								3.35								3.03

Net interest margin⁽⁴⁾							3.35	%							3.59	%							3.29	%

Ratio of interest-earning assets to interest-bearing liabilities		1.16	%							1.17	%							1.14	%


	For the Nine Months Ended September 30, 2014 v. 2013									For the Year Ended December 31, 2013 v. 2012									For the Year Ended December 31, 2012 v. 2011
	Increase (Decrease) Due to Change in Average									Increase (Decrease) Due to Change in Average									Increase (Decrease) Due to Change in Average
	Volume			Rate			Net			Volume			Rate			Net			Volume			Rate			Net
	(dollars in thousands)
Interest Income:
Investment securities	$	134		$	(19	)	$	115		$	946		$	(1,047	)	$	(101	)	$	454		$	(669	)	$	(215	)
Loans		(512	)		(932	)		(1,444	)		227			(1,994	)		(1,767	)		47			59			106
Federal funds sold and interest-bearing deposits with banks		20			(1	)		19			33			6			39			12			5			17

Total interest income		(358	)		(952	)		(1,310	)		1,206			(3,035	)		(1,829	)		513			(605	)		(92	)

Interest Expense:
Savings, NOW, money market, interest checking		87			(23	)		64			179			(58	)		121			31			(20	)		11
Time deposits		(247	)		(202	)		(449	)		(254	)		(1,074	)		(1,328	)		(461	)		(2,079	)		(2,540	)
FHLB		(69	)		(33	)		(102	)		5			(223	)		(218	)		(2	)		(20	)		(22	)
Other borrowings		(232	)		4			(228	)		278			(3	)		275			(21	)		(51	)		(72	)
Junior subordinated debentures		—			(36	)		(36	)		—			—			—			—			33			33

Total interest expense		(461	)		(290	)		(751	)		208			(1,358	)		(1,150	)		(453	)		(2,137	)		(2,590	)

Net interest income	$	103		$	(662	)	$	(559	)	$	$998		$	(1,677	)	$	(679	)	$	966		$	1,532		$	2,498


	For the Nine Months Ended September 30,				For the Year Ended December 31,
	2014		2013		2013		2012		2011
Non-interest income:
Services charges	$	559	$	409	$	756	$	879	$	698
Gain on sale of loans, net		251		482		521		534		418
Loan servicing fees		3,518		3,316		4,483		3,532		3,244
Loan servicing rights		116		1,353		1,412		1,094		587
Gain on sale of securities		—		—		—		354		—
Other		723		1,342		1,685		1,108		527

Total non-interest income	$	5,167	$	6,902	$	8,857	$	7,501	$	5,474


	As of September 30,			As of December 31,
	2014			2013			2012			2011			2010			2009
	(dollars in thousands)
Nonaccrual loans:
Agricultural loans	$	1,275		$	1,076		$	1,374		$	3,875		$	3,227		$	1,663
Commercial loans		3,939			1,826			3,213			2,816			2,068			1,125
Commercial real estate loans		5,234			326			5,404			12,385			8,600			4,886
Residential real estate loans		2,102			2,828			1,221			5,739			141			447
Installment and consumer other		—			—			—			48			127			60

Total nonaccrual loans		12,550			6,056			11,212			24,863			14,163			8,181
Other real estate owned		8,149			16,083			10,517			6,543			581			923

Total non-performing assets ⁽¹⁾	$	20,699		$	22,139		$	21,729		$	31,406		$	14,744		$	9,104

Loans 90+ days past due and still accruing	$	—		$	—		$	—		$	—		$	—		$	—
Performing troubled debt restructured loans		918			4,020			5,147			10,868			1,835			11,304

Total non-performing assets and performing troubled debt restructurings	$	21,617		$	26,159		$	26,876		$	42,274		$	16,579		$	20,408

Non-performing loans to total loans		2.12	%		1.06	%		1.83	%		4.32	%		2.40	%		1.45	%
Non-performing loans and loans past due 90 days and still accruing to total loans		2.12	%		1.06	%		1.83	%		4.32	%		2.40	%		1.45	%
Non-performing assets to total assets⁽¹⁾⁽²⁾		2.79	%		2.92	%		2.88	%		4.63	%		2.20	%		1.39	%
Total non-performing assets and performing troubled debt restructurings to total assets		2.91	%		3.45	%		3.56	%		6.24	%		2.47	%		3.12	%


	As of September 30, 2014 Loans Delinquent For:
	30-89 Days					90 Days or more					Total Delinquent Loans
	Amount		% of Delinquent Loans 30-89 Days			Amount		% of Delinquent Loans 90 Days or more			Amount		% of Delinquent
	(dollars in thousands)
Agricultural loans	$	15		7.1	%	$	210		2.3	%	$	225		2.4	%
Commercial real estate loans		180		85.3			4,397		48.6			4,577		49.4
Commercial loans		—		—			3,938		43.5			3,938		42.5
Residential real estate		16		7.6			510		5.6			526		5.7
Installment and consumer other		—		—			—		—			—		—

Total	$	211		100.0	%	$	9,055		100.0	%	$	9,266		100.0	%


	As of December 31, 2013 Loans Delinquent For:
	30-89 Days					90 Days or more					Total Delinquent Loans
	Amount		% of Delinquent Loans 30-89 Days			Amount		% of Delinquent Loans 90 Days or more			Amount		% of Delinquent
	(dollars in thousands)
Agricultural loans	$	68		21.9	%	$	400		8.5	%	$	468		9.5	%
Commercial real estate loans		—		—			326		7.1			326		6.6
Commercial loans		—		—			1,826		39.4			1,826		36.9
Residential real estate		244		78.1			2,083		45.0			2,327		47.0
Installment and consumer other		—		—			—		—			—		—

Total	$	312		100.0	%	$	4,635		100.0	%	$	4,947		100.0	%


	As of December 31, 2012 Loans Delinquent For:
	30-89 Days					90 Days or more					Total Delinquent Loans
	Amount		% of Delinquent Loans 30-89 Days			Amount		% of Delinquent Loans 90 Days or more			Amount		% of Delinquent
	(dollars in thousands)
Agricultural loans	$	32		1.7	%	$	927		14.5	%	$	959		11.5	%
Commercial real estate loans		1,567		81.8			1,060		16.5			2,627		31.5
Commercial loans		318		16.5			3,205		50.0			3,523		42.3
Residential real estate		—		—			1,221		19.0			1,221		14.7
Installment and consumer other		—		—			—		—			—		—

Total	$	1,917		100.0	%	$	6,413		100.0	%	$	8,330		100.0	%


	As of December 31, 2012								As of December 31, 2011
	Amount		% of ALL			% of Loans in Category			Amount		% of ALL			% of Loans in Category
Agricultural Loan	$	3,333		26.62	%		0.87	%	$	1,946		21.41	%		0.61	%
Commercial real estate loans		4,838		38.64			3.92			3,766		41.42			2.79
Commercial loans		2,283		18.23			3.94			1,316		14.48			2.37
Residential real estate loans		1,755		14.02			3.58			1,954		21.50			2.95
Installment and consumer other		13		0.10			1.16			6		0.07			0.62
Unallocated		299		2.39			—			102		1.12			—

Total	$	12,521		100.0	%		2.04	%	$	9,090		100.0	%		1.58	%


	As of December 31, 2010								As of December 31, 2009
	Amount		% of ALL			% of Loans in Category			Amount		% of ALL			% of Loans in Category
Agricultural Loan	$	3,069		23.17	%		1.00	%	$	2,805		21.74	%		0.96	%
Commercial real estate loans		3,450		26.05			2.22			3,667		28.43			2.43
Commercial loans		989		7.47			2.07			901		6.98			1.94
Residential real estate loans		5,306		40.06			6.98			5,516		42.76			7.76
Installment and consumer other		7		0.05			0.32			9		0.07			0.40
Unallocated		424		3.20			—			3		0.02			—

Total	$	13,245		100.0	%		2.25	%	$	12,901		100.0	%		2.29	%


	For the Nine Months Ended September 30,							For the Year Ended December 31,
	2014				2013			2013			2012			2011			2010			2009
	(dollars in thousands)
Balance at beginning of period	$	10,495			$	12,521		$	12,521		$	9,090		$	13,245		$	12,901		$	5,109
Provision charged to operating expenses		—				3,700			4,200			4,200			4,475			4,620			9,451
Loans charged-off
Agricultural loans		(115	)			—			—			—			(634	)		(713	)		(495	)
Commercial real estate loans		—				(2,972	)		(3,361	)		(1,144	)		(2,441	)		(3,077	)		(578	)
Commercial loans		(103	)			(132	)		(132	)		(94	)		(878	)		(383	)		(547	)
Residential real estate loans		—				(2,945	)		(2,945	)		(282	)		(4,740	)		(114	)		(48	)
Installment and consumer other		—		&