UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

 

(Amendment No. 1)

(Mark One)

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

For the fiscal year ended December 31, 2015

or

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

For the transition period from                    to                    

Commission file number 001-36808

 

COUNTY BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

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

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

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

 

|   | Title of each class                     |   | Name of each exchange on which registered |   |
|--------|-----------------------------------------|--------|-------------------------------------------|--------|
|   | Common Stock, $0.01 par value per share |   | The NASDAQ Global Market LLC              |   |

Securities registered pursuant to Section 12(g) of the Act

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes o   No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes o   No x

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o.

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

 

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

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

The aggregate market value of the common equity held by non-affiliates computed by reference to the closing price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter – $43,250,099

As of March 23, 2016, 5,786,701 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant intends to file an amendment to this Annual Report on Form 10-K not later than 120 days after the close of the fiscal year ended December 31, 2015.  Portions of such amendment are incorporated by reference into Part III of this Annual Report on Form 10-K.

 

 

 

 

----

 

Explanatory Note

 

County Bancorp, Inc. (the “Company”) hereby amends its Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2016 (the “Original Form 10-K”), to re-file the Report of the Company’s Independent Registered Public Accounting Firm found in Part II, Item 8 of the Original Form 10-K, as the report inadvertently contained the incorrect dates of the financial statements.

 

Other than the revisions to the Report of the Company’s Independent Registered Public Accounting Firm, there are no other changes to the Original Form 10-K.  This Form 10-K/A does not reflect events occurring after the filing of the Original Form 10-K or modify or update those disclosures that may be affected by subsequent events.  Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and the Company’s other filings made with the SEC subsequent to the date of the Original Form 10-K.  In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A includes updated certifications from the Company’s principal executive officer and principal financial officer as Exhibits 31.3, 31.4, 32.3 and 32.4.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

----

 

 

 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Shareholders of

County Bancorp, Inc.

Manitowoc, Wisconsin

 

We have audited the accompanying consolidated balance sheets of County Bancorp, Inc. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. 

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of County Bancorp, Inc. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/CliftonLarsonAllen LLP

 

Milwaukee, Wisconsin

March 23, 2016

 

 

 

----

 

 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

|   |                 |   |   | COUNTY BANCORP, INC      |
|--------|----------------------|--------|--------|--------------------------|
|   |                 |   |   |                     |
| Date:  |  March 28, 2016 | By:    |   | /s/ Timothy J. Schneider |
|   |                 |   |   | Timothy J. Schneider     |
|   |                 |   |   | President                |

 

 

 

 

4

----

 

EXHIBIT INDEX

 

| ExhibitNumber | Exhibit Description                                                                                                                                      |
|---------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |                                                                                                                                                     |
| 31.3          | Certification of the President pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.                                         |
|          |                                                                                                                                                     |
| 31.4          | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as

 amended.                         |
|          |                                                                                                                                                     |
| 32.3          | Certification of the President pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and 18 U.S.C. Section 1350               |
|          |                                                                                                                                                     |
| 32.4          | Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and 18 U.S.C. Section 1350 |

 

 

 

 

5