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Section 1: 8-K (LIMESTONE BANCORP, INC. 8-K)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________

FORM 8-K

CURRENT REPORT

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


Date of Report (Date of earliest event reported):
November 15, 2019

LIMESTONE BANCORP, INC.
(Exact Name of Registrant as specified in Charter)

Kentucky
 
001-33033
 
61-1142247
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)


2500 Eastpoint Parkway, Louisville, Kentucky
 
 
 
40223
(Address of principal executive offices)
 
 
 
(Zip code)

(502) 499-4800
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[  ]            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)
Name of each exchange on which
registered
Common Stock, no par value
LMST
The Nasdaq Capital Market



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

 
Emerging growth company   [  ]

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



ITEM 2.01.  Completion of Acquisition or Disposition of Assets
 
On November 15, 2019, Limestone Bank, Inc. (the “Bank”), the wholly-owned subsidiary of Limestone Bancorp, Inc. (the “Company”), completed the acquisition of four branch banking centers, certain performing loans, and certain customer deposits from Republic Bank and Trust.  The branch banking centers are located in the Kentucky cities of Elizabethtown, Frankfort, and Owensboro.
 
In the transaction, the Bank acquired approximately $127 million in loans and $1.5 million in premises and equipment and assumed approximately $132 million in deposits.  The premium paid was approximately $8 million or 6% based upon the trailing 10-day average amount of deposits at the closing date.  Net settlement was made in cash.  The Company did not issue common shares in this transaction.
 
The following table presents a summary of the acquired loan portfolio at the purchase date by class and weighted average rate:




    As of
       
   
November 15,
    Weighted
 
    2019
    Average
 
   
(in thousands)
    Rate
 
             
Commercial
 
$
1,846
     
5.63
%
Commercial Real Estate: 
               
    Construction
   
11,570
     
5.28
 
    Farmland
   
321
     
5.25
 
    Nonfarm nonresidential
   
37,693
     
4.54
 
Residential Real Estate: 
               
    Multi-family
   
11,789
     
4.59
 
    1-4 Family
   
63,335
     
4.76
 
Consumer
   
380
     
6.82
 
Agriculture
   
     
 
Other
   
281
     
2.60
 
   Total Loans
 
$
127,215
     
4.74
%
 

 
The following table presents a summary of the acquired loan portfolio at the purchase date by contractual terms to maturity:
 
 
As of November 15, 2019
 
 
 

Maturing
Within
One Year
   
Maturing
1 through
5 Years
   
Maturing
Over 5
Years
   
Total
Loans
 
 
 
(dollars in thousands)
 
Loans with fixed rates:
                       
Commercial
 
$
   
$
350
   
$
459
   
$
809
 
Commercial Real Estate:
                               
Construction
   
15
     
1,137
     
169
     
1,321
 
Farmland
   
     
     
     
 
Nonfarm nonresidential
   
5
     
1,058
     
7,959
     
9,022
 
Residential Real Estate:
                               
Multi-family
   
950
     
85
     
2,739
     
3,774
 
1-4 Family
   
843
     
1,197
     
24,926
     
26,966
 
Consumer
   
105
     
258
     
17
     
380
 
Agriculture
   
     
     
     
 
Other
   
     
     
281
     
281
 
Total fixed rate loans
 
$
1,918
   
$
4,085
   
$
36,550
   
$
42,553
 
                                 
Loans with floating rates:
                               
Commercial
 
$
824
   
$
213
   
$
   
$
1,037
 
Commercial Real Estate:
                               
Construction
   
560
     
1,239
     
8,450
     
10,249
 
Farmland
   
73
     
116
     
132
     
321
 
Nonfarm nonresidential
   
3,302
     
1,104
     
24,265
     
28,671
 
Residential Real Estate:
                               
Multi-family
   
     
2,715
     
5,300
     
8,015
 
1-4 Family
   
693
     
5,329
     
30,347
     
36,369
 
Consumer
   
     
     
     
 
Agriculture
   
     
     
     
 
Other
   
     
     
     
 
Total floating rate loans
 
$
5,452
   
$
10,716
   
$
68,494
   
$
84,662
 


The following table presents a summary of the acquired deposits at the purchase date by weighted average rate:
 
 
As of
November 15,
2019
(in thousands)
   
Weighed
Average
Rate
 
 
           
Non-interest bearing
 
$
42,577
     
 
Interest checking
   
36,681
     
0.35
%
Money market
   
9,721
     
0.23
 
Savings
   
16,458
     
0.16
 
Certificates of deposit
   
26,914
     
2.10
 
Total
 
$
132,351
     
0.56
%
 

 
The following table presents a summary of the acquired certificates of deposits at the purchase date by $250,000 or more:
   
As of
November 15,
2019
 
   
(in thousands)
 
Less than $250,000
 
$
23,999
 
$250,000 or more
   
2,915
 
 
 
$
26,914
 
 

 
The following table presents a summary of the acquired certificates of deposit at the purchase date by time remaining until maturity:
 

   
As of
November 15,
2019
 
   
(in thousands)
 
Year 1
 
$
12,532
 
Year 2
   
4,610
 
Year 3
   
4,134
 
Year 4
   
3,977
 
Year 5
   
1,498
 
Thereafter
   
163
 
 
 
$
26,914
 
 

 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.
 
Description of Exhibit
     
99.1
 
Press release issued November 18, 2019.


SIGNATURES


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

Date: November 19, 2019
Limestone Bancorp, Inc.  
       

By:
/s/ Phillip W. Barnhouse  
   
Phillip W. Barnhouse
 
    Chief Financial Officer  


EXHIBIT INDEX


Exhibit
Description
   


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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1


Limestone Bank Completes Acquisition of 4 Branch Banking Centers

LOUISVILLE, Ky.--(BUSINESS WIRE)--November 18, 2019--Limestone Bancorp, Inc. (the “Company”) (NASDAQ: LMST), parent company of Limestone Bank (the “Bank”), announced today that the Bank completed the acquisition of four branch banking centers located in the Kentucky cities of Elizabethtown, Frankfort, and Owensboro from Louisville, Kentucky based Republic Bank and Trust, a subsidiary of Republic Bancorp, Inc. (NASDAQ: RBCAA). The purchase includes approximately $127 million in performing loans and $1.5 million in premises and equipment as well as approximately $132 million in customer deposits with an all-in blended deposit premium of approximately 6% or $8 million.

John T. Taylor, president and chief executive officer said, “We are thrilled with the opportunity to serve our new customers in Elizabethtown, Frankfort, and Owensboro. We are also excited to welcome nearly twenty new team members and associates to the Limestone Bank team. This acquisition allows us to further optimize our branch footprint regionally and solidifies our presence and ability to serve customers in Daviess, Hardin, and Franklin counties.”

Janney Montgomery Scott LLC acted as financial advisor to the Company and Wyatt, Tarrant & Combs, LLP acted as the Company’s legal counsel. The Company did not issue common shares in this transaction.

About Limestone Bancorp, Inc.

Limestone Bancorp, Inc. (NASDAQ: LMST) is a Louisville, Kentucky-based bank holding company which operates banking centers in 14 counties through its wholly-owned subsidiary Limestone Bank. The Bank’s markets include metropolitan Louisville in Jefferson County and the surrounding counties of Henry and Bullitt, and extend south along the Interstate 65 corridor. The Bank serves southern and south central Kentucky from banking centers in Butler, Green, Hardin, Hart, Edmonson, Barren, Warren, Ohio and Daviess counties. The Bank also has a banking center in Lexington, Kentucky, the second largest city in the state, and Frankfort, Kentucky, the state capital. Limestone Bank is a traditional community bank with a wide range of personal and business banking products and services.

Forward-Looking Statements

Statements in this press release relating to Limestone Bancorp’s plans, objectives, expectations or future performance are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “should,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “possible,” “seek,” “plan,” “strive” or similar words, or negatives of these words, identify forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements related to the expected benefits of the branch acquisition. Although the Company's management believes the assumptions underlying the forward-looking statements contained herein are reasonable, any of these assumptions could be inaccurate. Therefore, there can be no assurance the forward-looking statements included herein will prove to be accurate. Factors that could cause actual results to differ from those discussed in forward-looking statements include, but are not limited to: economic conditions both generally and more specifically in the markets in which the Company and its subsidiaries operate; competition for the Company's customers from other providers of financial services; government legislation and regulation, which change from time to time and over which the Company has no control; changes in interest rates; material unforeseen changes in liquidity, results of operations, or financial condition of the Company's customers; and other risks detailed in the Company's filings with the Securities and Exchange Commission, all of which are difficult to predict and many of which are beyond the control of the Company. See Risk Factors outlined in the Company's Form 10-K for the year ended December 31, 2018.

Contacts

John T. Taylor
Chief Executive Officer
(502) 499-4800

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