UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2020March 31, 2021
OR
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| ☐ | 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: 0-12668
Hills Bancorporation
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| (State or other jurisdiction of incorporation or organization) | I.R.S. Employer Identification No. |
| Iowa | 42-1208067 |
131 MAIN STREET, HILLS, Iowa 52235
Telephone number: (319) 679-2291
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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Indicate by checkmark 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 ☐ No
Indicate by checkmark whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☐ | Accelerated Filer | ☑ |
| Non-accelerated filer | ☐ | Small Reporting Company | ☐ |
| 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. ☐
Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.
| | | | | | | | |
| | | SHARES OUTSTANDING |
| CLASS | | July 31, 2020April 30, 2021 |
| | | |
| Common Stock | No par value | 9,365,2319,310,687 |
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HILLS BANCORPORATION
Index to Form 10-Q
Part I
FINANCIAL INFORMATION
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| Item 1. | Financial Statements | |
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| Item 2. | | |
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| Item 3. | | |
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| Item 4. | | |
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| | Part II | |
| | OTHER INFORMATION | |
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| Item 1. | | |
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| Item 1A. | | |
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| Item 2. | | |
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| Item 3. | | |
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HILLS BANCORPORATION CONSOLIDATED BALANCE SHEETS (Amounts In Thousands, Except Share Amounts)
| | | June 30, 2020 | | December 31, 2019 | | March 31, 2021 | | December 31, 2020 |
| ASSETS | ASSETS | (Unaudited) | | | ASSETS | (Unaudited) | December 31, 2020 |
| Cash and cash equivalents | Cash and cash equivalents | $ | 368,825 | | | $ | 241,965 | | Cash and cash equivalents | $ | 819,436 | | | $ | 574,310 | |
| Investment securities available for sale at fair value (amortized cost June 30, 2020 $353,924; December 31, 2019 $351,069) | 366,452 | | | 355,303 | | |
| Investment securities available for sale at fair value (amortized cost March 31, 2021 $425,713; December 31, 2020 $396,670) | | Investment securities available for sale at fair value (amortized cost March 31, 2021 $425,713; December 31, 2020 $396,670) | 433,713 | | | 408,372 | |
| Stock of Federal Home Loan Bank | Stock of Federal Home Loan Bank | 11,373 | | | 11,065 | | Stock of Federal Home Loan Bank | 8,747 | | | 8,172 | |
| Loans held for sale | Loans held for sale | 40,522 | | | 8,400 | | Loans held for sale | 19,574 | | | 43,947 | |
| Loans, net of allowance for loan losses (June 30, 2020 $37,620; December 31, 2019 $33,760) | 2,716,241 | | | 2,606,277 | | |
| Loans, net of allowance for credit losses March 31, 2021 $36,620; net of allowance for loan losses December 31, 2020 $37,070 | | Loans, net of allowance for credit losses March 31, 2021 $36,620; net of allowance for loan losses December 31, 2020 $37,070 | 2,644,575 | | | 2,674,012 | |
| Property and equipment, net | Property and equipment, net | 36,316 | | | 37,146 | | Property and equipment, net | 35,265 | | | 35,878 | |
| Tax credit real estate investment | Tax credit real estate investment | 7,548 | | | 8,280 | | Tax credit real estate investment | 11,284 | | | 7,273 | |
| Accrued interest receivable | Accrued interest receivable | 12,597 | | | 12,442 | | Accrued interest receivable | 12,534 | | | 12,177 | |
| Deferred income taxes, net | Deferred income taxes, net | 7,241 | | | 8,018 | | Deferred income taxes, net | 7,916 | | | 6,088 | |
| Goodwill | Goodwill | 2,500 | | | 2,500 | | Goodwill | 2,500 | | | 2,500 | |
| Other assets | Other assets | 7,684 | | | 9,491 | | Other assets | 7,728 | | | 7,882 | |
| Total Assets | Total Assets | $ | 3,577,299 | | | $ | 3,300,887 | | Total Assets | $ | 4,003,272 | | | $ | 3,780,611 | |
| | LIABILITIES AND STOCKHOLDERS' EQUITY | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
| | Liabilities | Liabilities | | | | Liabilities | | | |
| Noninterest-bearing deposits | Noninterest-bearing deposits | $ | 485,424 | | | $ | 387,612 | | Noninterest-bearing deposits | $ | 571,725 | | | $ | 532,190 | |
| Interest-bearing deposits | Interest-bearing deposits | 2,438,825 | | | 2,273,752 | | Interest-bearing deposits | 2,839,605 | | | 2,660,378 | |
| Total deposits | Total deposits | $ | 2,924,249 | | | $ | 2,661,364 | | Total deposits | $ | 3,411,330 | | | $ | 3,192,568 | |
| | Federal Home Loan Bank borrowings | Federal Home Loan Bank borrowings | 185,000 | | | 185,000 | | Federal Home Loan Bank borrowings | 105,000 | | | 105,000 | |
| Accrued interest payable | Accrued interest payable | 2,193 | | | 2,474 | | Accrued interest payable | 1,492 | | | 1,733 | |
| Allowance for credit losses on off-balance sheet credit exposures | | Allowance for credit losses on off-balance sheet credit exposures | 4,340 | | | 0 | |
| Other liabilities | Other liabilities | 21,810 | | | 25,012 | | Other liabilities | 19,726 | | | 17,905 | |
| Total Liabilities | Total Liabilities | $ | 3,133,252 | | | $ | 2,873,850 | | Total Liabilities | $ | 3,541,888 | | | $ | 3,317,206 | |
| | Redeemable Common Stock Held by Employee Stock Ownership Plan (ESOP) | Redeemable Common Stock Held by Employee Stock Ownership Plan (ESOP) | $ | 45,329 | | | $ | 51,826 | | Redeemable Common Stock Held by Employee Stock Ownership Plan (ESOP) | $ | 48,134 | | | $ | 47,329 | |
| | STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY | | | | STOCKHOLDERS' EQUITY | | | |
| Common stock, 0 par value; authorized 20,000,000 shares; issued June 30, 2020 10,330,202 shares; December 31, 2019 10,327,656 shares | $ | — | | | $ | — | | |
| Common stock, 0 par value; authorized 20,000,000 shares; issued March 31, 2021 10,331,960 shares; December 31, 2020 10,330,242 shares | | Common stock, 0 par value; authorized 20,000,000 shares; issued March 31, 2021 10,331,960 shares; December 31, 2020 10,330,242 shares | $ | 0 | | | $ | 0 | |
| Paid in capital | Paid in capital | 60,043 | | | 55,943 | | Paid in capital | 60,611 | | | 60,233 | |
| Retained earnings | Retained earnings | 419,970 | | | 409,509 | | Retained earnings | 441,504 | | | 439,831 | |
| Accumulated other comprehensive income | Accumulated other comprehensive income | 6,821 | | | 1,415 | | Accumulated other comprehensive income | 6,004 | | | 8,782 | |
| Treasury stock at cost (June 30, 2020 966,140 shares; December 31, 2019 975,962 shares) | (42,787) | | | (39,830) | | |
| Treasury stock at cost (March 31, 2021 1,019,442 shares; December 31, 2020 999,247 shares) | | Treasury stock at cost (March 31, 2021 1,019,442 shares; December 31, 2020 999,247 shares) | (46,735) | | | (45,441) | |
| Total Stockholders' Equity | Total Stockholders' Equity | $ | 444,047 | | | $ | 427,037 | | Total Stockholders' Equity | $ | 461,384 | | | $ | 463,405 | |
| Less maximum cash obligation related to ESOP shares | Less maximum cash obligation related to ESOP shares | 45,329 | | | 51,826 | | Less maximum cash obligation related to ESOP shares | 48,134 | | | 47,329 | |
| Total Stockholders' Equity Less Maximum Cash Obligation Related to ESOP Shares | Total Stockholders' Equity Less Maximum Cash Obligation Related to ESOP Shares | $ | 398,718 | | | $ | 375,211 | | Total Stockholders' Equity Less Maximum Cash Obligation Related to ESOP Shares | $ | 413,250 | | | $ | 416,076 | |
| Total Liabilities & Stockholders' Equity | Total Liabilities & Stockholders' Equity | $ | 3,577,299 | | | $ | 3,300,887 | | Total Liabilities & Stockholders' Equity | $ | 4,003,272 | | | $ | 3,780,611 | |
See Notes to Consolidated Financial Statements.
HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Amounts In Thousands, Except Per Share Amounts)
| | | | | Three Months Ended
June 30, | | Six Months Ended
June 30, | | | | Three Months Ended
March 31, | |
| | | | 2020 | | 2019 | 2020 | | 2019 | | | 2021 | | 2020 | |
| Interest income: | Interest income: | | | Interest income: | | | |
| Loans, including fees | Loans, including fees | | $ | 30,332 | | | $ | 30,395 | | $ | 60,225 | | | $ | 59,968 | | Loans, including fees | | $ | 29,200 | | | $ | 29,893 | | |
| Investment securities: | Investment securities: | | | | Investment securities: | | | |
| Taxable | Taxable | | 883 | | | 792 | | 1,767 | | | 1,550 | | Taxable | | 818 | | | 884 | | |
| Nontaxable | Nontaxable | | 971 | | | 955 | | 2,008 | | | 1,980 | | Nontaxable | | 945 | | | 1,037 | | |
| Federal funds sold | Federal funds sold | | 60 | | | 1,094 | | 698 | | | 1,585 | | Federal funds sold | | 164 | | | 638 | | |
| Total interest income | Total interest income | | $ | 32,246 | | | $ | 33,236 | | $ | 64,698 | | | $ | 65,083 | | Total interest income | | $ | 31,127 | | | $ | 32,452 | | |
| Interest expense: | Interest expense: | | | | Interest expense: | | | |
| Deposits | Deposits | | $ | 5,285 | | | $ | 7,257 | | $ | 11,777 | | | $ | 13,756 | | Deposits | | $ | 4,153 | | | $ | 6,492 | | |
| FHLB borrowings | FHLB borrowings | | 1,360 | | | 1,591 | | 2,730 | | | 3,166 | | FHLB borrowings | | 741 | | | 1,370 | | |
| Total interest expense | Total interest expense | | $ | 6,645 | | | $ | 8,848 | | $ | 14,507 | | | $ | 16,922 | | Total interest expense | | $ | 4,894 | | | $ | 7,862 | | |
| Net interest income | Net interest income | | $ | 25,601 | | | $ | 24,388 | | $ | 50,191 | | | $ | 48,161 | | Net interest income | | $ | 26,233 | | | $ | 24,590 | | |
| Provision for loan losses | | 8 | | | (540) | | 4,657 | | | (1,786) | | |
| Net interest income after provision for loan losses | | $ | 25,593 | | | $ | 24,928 | | $ | 45,534 | | | $ | 49,947 | | |
| Provision for credit losses (2021); Provision for loan losses (2020) | | Provision for credit losses (2021); Provision for loan losses (2020) | | (2,984) | | | 4,649 | | |
| | Net interest income after credit loss expense and provision for loan losses | | Net interest income after credit loss expense and provision for loan losses | | $ | 29,217 | | | $ | 19,941 | | |
| Noninterest income: | Noninterest income: | | | | Noninterest income: | | | |
| Net gain on sale of loans | Net gain on sale of loans | | $ | 1,898 | | | $ | 577 | | $ | 2,556 | | | $ | 863 | | Net gain on sale of loans | | $ | 3,003 | | | $ | 658 | | |
| Trust fees | Trust fees | | 2,386 | | | 2,428 | | 4,956 | | | 4,680 | | Trust fees | | 3,013 | | | 2,570 | | |
| Service charges and fees | Service charges and fees | | 2,262 | | | 2,648 | | 4,791 | | | 4,923 | | Service charges and fees | | 2,540 | | | 2,529 | | |
| Other noninterest income | Other noninterest income | | (15) | | | 250 | | 385 | | | 687 | | Other noninterest income | | 482 | | | 400 | | |
| Gain (loss) on sale of investment securities | | — | | | (52) | | 10 | | | (52) | | |
| Gain on sale of investment securities | | Gain on sale of investment securities | | 0 | | | 10 | | |
| | | | $ | 6,531 | | | $ | 5,851 | | $ | 12,698 | | | $ | 11,101 | | | | $ | 9,038 | | | $ | 6,167 | | |
| | | | | | | | | |
| Noninterest expenses: | Noninterest expenses: | | | | Noninterest expenses: | | | |
| Salaries and employee benefits | Salaries and employee benefits | | $ | 10,126 | | | $ | 9,330 | | $ | 19,710 | | | $ | 18,052 | | Salaries and employee benefits | | $ | 10,564 | | | $ | 9,584 | | |
| Occupancy | Occupancy | | 1,029 | | | 1,102 | | 2,181 | | | 2,288 | | Occupancy | | 1,138 | | | 1,152 | | |
| Furniture and equipment | Furniture and equipment | | 1,969 | | | 1,664 | | 3,750 | | | 3,337 | | Furniture and equipment | | 1,983 | | | 1,781 | | |
| Office supplies and postage | Office supplies and postage | | 405 | | | 442 | | 908 | | | 901 | | Office supplies and postage | | 454 | | | 503 | | |
| Advertising and business development | Advertising and business development | | 380 | | | 555 | | 1,139 | | | 1,193 | | Advertising and business development | | 535 | | | 759 | | |
| Outside services | Outside services | | 2,517 | | | 2,523 | | 5,202 | | | 5,095 | | Outside services | | 3,188 | | | 2,685 | | |
| | FDIC insurance assessment | FDIC insurance assessment | | 214 | | | 195 | | 394 | | | 404 | | FDIC insurance assessment | | 258 | | | 180 | | |
| Other noninterest expense | Other noninterest expense | | 232 | | | 549 | | 815 | | | 1,139 | | Other noninterest expense | | 579 | | | 583 | | |
| | | | $ | 16,872 | | | $ | 16,360 | | $ | 34,099 | | | $ | 32,409 | | | | $ | 18,699 | | | $ | 17,227 | | |
| Income before income taxes | Income before income taxes | | $ | 15,252 | | | $ | 14,419 | | $ | 24,133 | | | $ | 28,639 | | Income before income taxes | | $ | 19,556 | | | $ | 8,881 | | |
| Income taxes | Income taxes | | 3,541 | | | 3,199 | | 5,347 | | | 6,216 | | Income taxes | | 4,359 | | | 1,806 | | |
| Net income | Net income | | $ | 11,711 | | | $ | 11,220 | | $ | 18,786 | | | $ | 22,423 | | Net income | | $ | 15,197 | | | $ | 7,075 | | |
| | Earnings per share: | Earnings per share: | | | Earnings per share: | | | |
| Basic | Basic | | $ | 1.25 | | | $ | 1.20 | | $ | 2.00 | | | $ | 2.40 | | Basic | | $ | 1.63 | | | $ | 0.75 | | |
| Diluted | Diluted | | $ | 1.25 | | | $ | 1.20 | | $ | 2.00 | | | $ | 2.40 | | Diluted | | $ | 1.63 | | | $ | 0.75 | | |
See Notes to Consolidated Financial Statements.
HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited) (Amounts In Thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended
June 30, | | | | | |
| | 2020 | | 2019 | 2020 | | 2019 | | | |
| Net income | $ | 11,711 | | | $ | 11,220 | | $ | 18,786 | | | $ | 22,423 | | | | |
| | | | | | | | | |
| Other comprehensive (loss) income | | | | | | | | | |
| Securities: | | | | | | | | | |
| Net change in unrealized income on securities available for sale | $ | 7,740 | | | $ | 3,258 | | $ | 8,304 | | | $ | 6,551 | | | | |
| Reclassification adjustment for net loss (gains) realized in net income | — | | | 52 | | (10) | | | 52 | | | | |
| Income taxes | (1,931) | | | (826) | | (2,070) | | | (1,647) | | | | |
| Other comprehensive income on securities available for sale | $ | 5,809 | | | $ | 2,484 | | $ | 6,224 | | | $ | 4,956 | | | | |
| Derivatives used in cash flow hedging relationships: | | | | | | | | | |
| Net change in unrealized gain (loss) on derivatives | $ | 8 | | | $ | (680) | | $ | (1,090) | | | $ | (978) | | | | |
| Income taxes | (2) | | | 169 | | 272 | | | 244 | | | | |
| Other comprehensive income (loss) on cash flow hedges | $ | 6 | | | $ | (511) | | $ | (818) | | | $ | (734) | | | | |
| | | | | | | | | |
| Other comprehensive income, net of tax | $ | 5,815 | | | $ | 1,973 | | $ | 5,406 | | | $ | 4,222 | | | | |
| | | | | | | | | |
| Comprehensive income | $ | 17,526 | | | $ | 13,193 | | $ | 24,192 | | | $ | 26,645 | | | | |
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended
March 31, | |
| | | | | 2021 | | 2020 | | | |
| Net income | | | | $ | 15,197 | | | $ | 7,075 | | | | |
| | | | | | | | | |
| Other comprehensive (loss) | | | | | | | | | |
| Securities: | | | | | | | | | |
| Net change in unrealized (loss) income on securities available for sale | | | | $ | (3,702) | | | $ | 564 | | | | |
| Reclassification adjustment for net gains realized in net income | | | | 0 | | | (10) | | | | |
| Income taxes | | | | 924 | | | (139) | | | | |
| Other comprehensive (loss) income on securities available for sale | | | | $ | (2,778) | | | $ | 415 | | | | |
| Derivatives used in cash flow hedging relationships: | | | | | | | | | |
| Net change in unrealized loss on derivatives | | | | $ | 0 | | | $ | (1,098) | | | | |
| Income taxes | | | | 0 | | | 274 | | | | |
| Other comprehensive loss on cash flow hedges | | | | $ | 0 | | | $ | (824) | | | | |
| | | | | | | | | |
| Other comprehensive loss, net of tax | | | | $ | (2,778) | | | $ | (409) | | | | |
| | | | | | | | | |
| Comprehensive income | | | | $ | 12,419 | | | $ | 6,666 | | | | |
See Notes to Consolidated Financial Statements.
HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (Amounts In Thousands, Except Share Amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2020 and 2019 | | | | | | | | | | | | | |
| Paid In Capital | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | | | Treasury Stock | | Maximum Cash Obligation Related To ESOP Shares | | Total |
| Balance, March 31, 2019 | $ | 55,295 | | | $ | 375,394 | | | $ | (1,001) | | | | | $ | (39,057) | | | $ | (49,851) | | | $ | 340,780 | |
| Issuance of 2,327 shares of common stock | 84 | | | — | | | — | | | | | 61 | | | — | | | 145 | |
| Issuance of 2,106 shares of common stock under the employee stock purchase plan | 118 | | | — | | | — | | | | | — | | | — | | | 118 | |
| Unearned restricted stock compensation | 237 | | | — | | | — | | | | | — | | | — | | | 237 | |
| Forfeiture of 4,418 shares of common stock | (220) | | | — | | | — | | | | | — | | | — | | | (220) | |
| Share-based compensation | 1 | | | — | | | — | | | | | — | | | — | | | 1 | |
| Change related to ESOP shares | — | | | — | | | — | | | | | — | | | (374) | | | (374) | |
| Net income | — | | | 11,220 | | | — | | | | | — | | | — | | | 11,220 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Purchase of 5,626 shares of common stock | — | | | — | | | — | | | | | (356) | | | — | | | (356) | |
| Other comprehensive income | — | | | — | | | 1,973 | | | | | — | | | — | | | 1,973 | |
| Balance, June 30, 2019 | $ | 55,515 | | | $ | 386,614 | | | $ | 972 | | | | | $ | (39,352) | | | $ | (50,225) | | | $ | 353,524 | |
| | | | | | | | | | | | | |
| Balance, March 31, 2020 | $ | 59,733 | | | $ | 408,259 | | | $ | 1,006 | | | | | $ | (41,939) | | | $ | (50,249) | | | $ | 376,810 | |
| Issuance of 1,148 shares of common stock | 43 | | | — | | | — | | | | | 30 | | | — | | | 73 | |
| Issuance of 1,857 shares of common stock under the employee stock purchase plan | 99 | | | — | | | — | | | | | — | | | — | | | 99 | |
| Unearned restricted stock compensation | 191 | | | — | | | — | | | | | — | | | — | | | 191 | |
| Forfeiture of 580 shares of common stock | (29) | | | — | | | — | | | | | — | | | — | | | (29) | |
| Share-based compensation | 6 | | | — | | | — | | | | | — | | | — | | | 6 | |
| | | | | | | | | | | | | |
| Change related to ESOP shares | — | | | — | | | — | | | | | — | | | 4,920 | | | 4,920 | |
| Net income | — | | | 11,711 | | | — | | | | | — | | | — | | | 11,711 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Purchase of 13,719 shares of common stock | — | | | — | | | — | | | | | (878) | | | — | | | (878) | |
| Other comprehensive income | — | | | — | | | 5,815 | | | | | — | | | — | | | 5,815 | |
| Balance, June 30, 2020 | $ | 60,043 | | | $ | 419,970 | | | $ | 6,821 | | | | | $ | (42,787) | | | $ | (45,329) | | | $ | 398,718 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2020 and 2019 | | | | | | | | | | | | | |
| | Paid In Capital | | Retained Earnings | | Accumulated Other
Comprehensive
Income (Loss) | | | | Treasury Stock | | Maximum Cash
Obligation Related
To ESOP Shares | | Total |
| Balance, December 31, 2018 | $ | 52,122 | | | $ | 371,848 | | | $ | (3,250) | | | | | $ | (36,968) | | | $ | (48,870) | | | $ | 334,882 | |
| Issuance of 86,491 shares of common stock | 3,016 | | | — | | | — | | | | | 2,263 | | | — | | | 5,279 | |
| Issuance of 4,035 shares of common stock under the employee stock purchase plan | 223 | | | — | | | — | | | | | — | | | — | | | 223 | |
| Unearned restricted stock compensation | 407 | | | — | | | — | | | | | — | | | — | | | 407 | |
| Forfeiture of 5,121 shares of common stock | (254) | | | — | | | — | | | | | — | | | — | | | (254) | |
| Share-based compensation | 1 | | | — | | | — | | | | | — | | | — | | | 1 | |
| Change related to ESOP shares | — | | | — | | | — | | | | | — | | | (1,355) | | | (1,355) | |
| Net income | — | | | 22,423 | | | — | | | | | — | | | — | | | 22,423 | |
| Cash dividends ($0.82 per share) | — | | | (7,657) | | | — | | | | | — | | | — | | | (7,657) | |
| | | | | | | | | | | | | |
| Purchase of 75,397 shares of common stock | — | | | — | | | — | | | | | (4,647) | | | — | | | (4,647) | |
| Other comprehensive income | — | | | — | | | 4,222 | | | | | — | | | — | | | 4,222 | |
| Balance, June 30, 2019 | $ | 55,515 | | | $ | 386,614 | | | $ | 972 | | | | | $ | (39,352) | | | $ | (50,225) | | | $ | 353,524 | |
| | | | | | | | | | | | | |
| Balance, December 31, 2019 | $ | 55,943 | | | $ | 409,509 | | | $ | 1,415 | | | | | $ | (39,830) | | | $ | (51,826) | | | $ | 375,211 | |
| Issuance of 92,422 shares of common stock | 3,547 | | | — | | | — | | | | | 2,459 | | | — | | | 6,006 | |
| Issuance of 3,569 shares of common stock under the employee stock purchase plan | 200 | | | — | | | — | | | | | — | | | — | | | 200 | |
| Unearned restricted stock compensation | 393 | | | — | | | — | | | | | — | | | — | | | 393 | |
| Forfeiture of 1,023 shares of common stock | (52) | | | — | | | — | | | | | — | | | — | | | (52) | |
| Share-based compensation | 12 | | | — | | | — | | | | | — | | | — | | | 12 | |
| | | | | | | | | | | | | |
| Change related to ESOP shares | — | | | — | | | — | | | | | — | | | 6,497 | | | 6,497 | |
| Net income | — | | | 18,786 | | | — | | | | | — | | | — | | | 18,786 | |
| Cash dividends ($0.89 per share) | — | | | (8,325) | | | — | | | | | — | | | — | | | (8,325) | |
| | | | | | | | | | | | | |
| Purchase of 82,600 shares of common stock | — | | | — | | | — | | | | | (5,416) | | | — | | | (5,416) | |
| Other comprehensive income | — | | | — | | | 5,406 | | | | | — | | | — | | | 5,406 | |
| Balance, June 30, 2020 | $ | 60,043 | | | $ | 419,970 | | | $ | 6,821 | | | | | $ | (42,787) | | | $ | (45,329) | | | $ | 398,718 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2021 and 2020 |
| | Paid In Capital | | Retained Earnings | | Accumulated Other
Comprehensive
Income (Loss) | | | | Treasury Stock | | Maximum Cash
Obligation Related
To ESOP Shares | | Total |
| Balance, December 31, 2019 | $ | 55,943 | | | $ | 409,509 | | | $ | 1,415 | | | | | $ | (39,830) | | | $ | (51,826) | | | $ | 375,211 | |
| Issuance of 91,274 shares of common stock | 3,504 | | | — | | | — | | | | | 2,429 | | | — | | | 5,933 | |
| Issuance of 1,712 shares of common stock under the employee stock purchase plan | 101 | | | — | | | — | | | | | — | | | — | | | 101 | |
| Unearned restricted stock compensation | 202 | | | — | | | — | | | | | — | | | — | | | 202 | |
| Forfeiture of 443 shares of common stock | (23) | | | | | | | | | | | | | (23) | |
| Share-based compensation | 6 | | | — | | | — | | | | | — | | | — | | | 6 | |
| Change related to ESOP shares | — | | | — | | | — | | | | | — | | | 1,577 | | | 1,577 | |
| Net income | — | | | 7,075 | | | — | | | | | — | | | — | | | 7,075 | |
| Cash dividends ($0.89 per share) | — | | | (8,324) | | | — | | | | | — | | | — | | | (8,324) | |
| | | | | | | | | | | | | |
| Purchase of 68,881 shares of common stock | — | | | — | | | — | | | | | (4,538) | | | — | | | (4,538) | |
| Other comprehensive loss | — | | | — | | | (409) | | | | | — | | | — | | | (409) | |
| Balance, March 31, 2020 | $ | 59,733 | | | $ | 408,260 | | | $ | 1,006 | | | | | $ | (41,939) | | | $ | (50,249) | | | $ | 376,811 | |
| | | | | | | | | | | | | |
| Balance, December 31, 2020 | $ | 60,233 | | | $ | 439,831 | | | $ | 8,782 | | | | | $ | (45,441) | | | $ | (47,329) | | | $ | 416,076 | |
| Cumulative change in accounting principle (Note 1) | — | | | (4,751) | | | — | | | | | — | | | — | | | $ | (4,751) | |
| Balance, January 1, 2021 (as adjusted for change in accounting principle) | 60,233 | | | 435,080 | | | 8,782 | | | | | (45,441) | | | (47,329) | | | $ | 411,325 | |
| Issuance of 657 shares of common stock | 24 | | | — | | | — | | | | | 17 | | | — | | | 41 | |
| Issuance of 2,018 shares of common stock under the employee stock purchase plan | 114 | | | — | | | — | | | | | — | | | — | | | 114 | |
| Unearned restricted stock compensation | 251 | | | — | | | — | | | | | — | | | — | | | 251 | |
| Forfeiture of 300 shares of common stock | (17) | | | — | | | — | | | | | — | | | — | | | (17) | |
| Share-based compensation | 6 | | | — | | | — | | | | | — | | | — | | | 6 | |
| | | | | | | | | | | | | |
| Change related to ESOP shares | — | | | — | | | — | | | | | — | | | (805) | | | (805) | |
| Net income | — | | | 15,197 | | | — | | | | | — | | | — | | | 15,197 | |
| Cash dividends ($0.94 per share) | — | | | (8,773) | | | — | | | | | — | | | — | | | (8,773) | |
| | | | | | | | | | | | | |
| Purchase of 20,852 shares of common stock | — | | | — | | | — | | | | | (1,311) | | | — | | | (1,311) | |
| Other comprehensive income | — | | | — | | | (2,778) | | | | | — | | | — | | | (2,778) | |
| Balance, March 31, 2021 | $ | 60,611 | | | $ | 441,504 | | | $ | 6,004 | | | | | $ | (46,735) | | | $ | (48,134) | | | $ | 413,250 | |
See Notes to Consolidated Financial Statements.
HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Amounts In Thousands)
| | | | Six Months Ended
June 30, | | | Three Months Ended
March 31, |
| | | 2020 | | 2019 | | March 31, 2021 | | March 31, 2020 |
| Cash Flows from Operating Activities | Cash Flows from Operating Activities | | Cash Flows from Operating Activities | |
| Net income | Net income | $ | 18,786 | | | $ | 22,423 | | Net income | $ | 15,197 | | | $ | 7,075 | |
| Adjustments to reconcile net income to net cash and cash equivalents (used in) provided by operating activities: | | | | |
| Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: | | Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: | | | |
| Depreciation | Depreciation | 1,749 | | | 1,695 | | Depreciation | 808 | | | 874 | |
| Provision for loan losses | 4,657 | | | (1,786) | | |
| Net (gain) loss on sale of investment securities available for sale | (10) | | | 52 | | |
| Provision for credit losses (2021) and loan losses (2020) | | Provision for credit losses (2021) and loan losses (2020) | (2,984) | | | 4,649 | |
| | Net gain on sale of investment securities available for sale | | Net gain on sale of investment securities available for sale | 0 | | | (10) | |
| Forfeiture of common stock | Forfeiture of common stock | (52) | | | (254) | | Forfeiture of common stock | (17) | | | (23) | |
| Share-based compensation | Share-based compensation | 12 | | | 1 | | Share-based compensation | 6 | | | 6 | |
| Compensation expensed through issuance of common stock | Compensation expensed through issuance of common stock | 162 | | | 253 | | Compensation expensed through issuance of common stock | 41 | | | 89 | |
| Provision for deferred income taxes | Provision for deferred income taxes | (996) | | | 454 | | Provision for deferred income taxes | 676 | | | (938) | |
| Net gain on sale of other real estate owned and other repossessed assets | Net gain on sale of other real estate owned and other repossessed assets | — | | | (11) | | Net gain on sale of other real estate owned and other repossessed assets | (7) | | | 0 | |
| Increase in accrued interest receivable | Increase in accrued interest receivable | (155) | | | (1,333) | | Increase in accrued interest receivable | (357) | | | (1,249) | |
| Amortization of premium on investment securities, net | Amortization of premium on investment securities, net | 372 | | | 194 | | Amortization of premium on investment securities, net | 264 | | | 157 | |
| Decrease (increase) in other assets | 1,705 | | | (303) | | |
| Decrease in other assets | | Decrease in other assets | 3 | | | 2,649 | |
| Amortization of operating lease right-of-use assets | Amortization of operating lease right-of-use assets | 102 | | | 177 | | Amortization of operating lease right-of-use assets | 106 | | | 95 | |
| Decrease in accrued interest payable and other liabilities | (4,180) | | | (1,140) | | |
| Increase (decrease) in accrued interest payable and other liabilities | | Increase (decrease) in accrued interest payable and other liabilities | 2,587 | | | (5,918) | |
| | Loans originated for sale | Loans originated for sale | (237,416) | | | (63,382) | | Loans originated for sale | (128,289) | | | (55,609) | |
| Proceeds on sales of loans | Proceeds on sales of loans | 207,850 | | | 53,602 | | Proceeds on sales of loans | 155,665 | | | 53,075 | |
| Net gain on sales of loans | Net gain on sales of loans | (2,556) | | | (863) | | Net gain on sales of loans | (3,003) | | | (658) | |
| Net cash and cash equivalents (used in) provided by operating activities | $ | (9,970) | | | $ | 9,779 | | |
| Net cash and cash equivalents provided by operating activities | | Net cash and cash equivalents provided by operating activities | $ | 40,696 | | | $ | 4,264 | |
| | Cash Flows from Investing Activities | Cash Flows from Investing Activities | | | | Cash Flows from Investing Activities | | | |
| Proceeds from maturities of investment securities available for sale | Proceeds from maturities of investment securities available for sale | $ | 48,980 | | | $ | 48,028 | | Proceeds from maturities of investment securities available for sale | $ | 15,256 | | | $ | 9,076 | |
| Proceeds from sales of investment securities available for sale | Proceeds from sales of investment securities available for sale | 313 | | | 4,881 | | Proceeds from sales of investment securities available for sale | 0 | | | 313 | |
| Purchases of investment securities available for sale | Purchases of investment securities available for sale | (52,843) | | | (35,771) | | Purchases of investment securities available for sale | (45,139) | | | (25,827) | |
| Loans made to customers, net of collections | Loans made to customers, net of collections | (114,621) | | | (11,095) | | Loans made to customers, net of collections | 29,675 | | | (24,771) | |
| Proceeds on sale of other real estate owned and other repossessed assets | Proceeds on sale of other real estate owned and other repossessed assets | — | | | 62 | | Proceeds on sale of other real estate owned and other repossessed assets | 52 | | | 0 | |
| Purchases of property and equipment | Purchases of property and equipment | (919) | | | (802) | | Purchases of property and equipment | (195) | | | (495) | |
| Investment in tax credit real estate | | Investment in tax credit real estate | (4,183) | | | 0 | |
| Net changes from tax credit real estate investment | Net changes from tax credit real estate investment | 732 | | | 515 | | Net changes from tax credit real estate investment | 172 | | | 335 | |
| Net cash and cash equivalents (used in) provided by investing activities | $ | (118,358) | | | $ | 5,818 | | |
| Net cash and cash equivalents used in investing activities | | Net cash and cash equivalents used in investing activities | $ | (4,362) | | | $ | (41,369) | |
| | Cash Flows from Financing Activities | Cash Flows from Financing Activities | | | | Cash Flows from Financing Activities | | | |
| Net increase in deposits | Net increase in deposits | $ | 262,885 | | | $ | 198,077 | | Net increase in deposits | $ | 218,762 | | | $ | 70,350 | |
| | Issuance of common stock, net of costs | Issuance of common stock, net of costs | 5,844 | | | 5,026 | | Issuance of common stock, net of costs | 0 | | | 5,844 | |
| | Purchase of treasury stock | Purchase of treasury stock | (5,416) | | | (4,647) | | Purchase of treasury stock | (1,311) | | | (4,538) | |
| Proceeds from the issuance of common stock through the employee stock purchase plan | Proceeds from the issuance of common stock through the employee stock purchase plan | 200 | | | 223 | | Proceeds from the issuance of common stock through the employee stock purchase plan | 114 | | | 101 | |
| Dividends paid | Dividends paid | (8,325) | | | (7,657) | | Dividends paid | (8,773) | | | (8,324) | |
| Net cash and cash equivalents provided by financing activities | Net cash and cash equivalents provided by financing activities | $ | 255,188 | | | $ | 191,022 | | Net cash and cash equivalents provided by financing activities | $ | 208,792 | | | $ | 63,433 | |
(Continued)
HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued) (Amounts In Thousands)
| | | | Six Months Ended
June 30, | | | Three Months Ended
March 31, |
| | | 2020 | | 2019 | | March 31, 2021 | | March 31, 2020 |
| Increase in cash and cash equivalents | Increase in cash and cash equivalents | $ | 126,860 | | | $ | 206,619 | | Increase in cash and cash equivalents | $ | 245,126 | | | $ | 26,328 | |
| Cash and cash equivalents: | Cash and cash equivalents: | | | | Cash and cash equivalents: | | | |
| Beginning of period | Beginning of period | 241,965 | | | 43,305 | | Beginning of period | 574,310 | | | 241,965 | |
| End of period | End of period | $ | 368,825 | | | $ | 249,924 | | End of period | $ | 819,436 | | | $ | 268,293 | |
| | Supplemental Disclosures | Supplemental Disclosures | | | | Supplemental Disclosures | | | |
| Cash payments for: | Cash payments for: | | | | Cash payments for: | | | |
| Interest paid to depositors | Interest paid to depositors | $ | 12,058 | | | $ | 13,275 | | Interest paid to depositors | $ | 4,394 | | | $ | 6,614 | |
| Interest paid on other obligations | Interest paid on other obligations | 2,730 | | | 3,166 | | Interest paid on other obligations | 741 | | | 1,370 | |
| Income taxes paid | 4,275 | | | 4,909 | | |
| | | Noncash activities: | Noncash activities: | | | | Noncash activities: | | | |
| (Decrease)/increase in maximum cash obligation related to ESOP shares | $ | (6,497) | | | $ | 1,355 | | |
| Transfers to other real estate owned | — | | | 51 | | |
| Increase/(decrease) in maximum cash obligation related to ESOP shares | | Increase/(decrease) in maximum cash obligation related to ESOP shares | $ | 805 | | | $ | (1,577) | |
| | Right-of-use assets obtained in exchange for operating lease obligations | — | | | 3,581 | | |
|
See Notes to Consolidated Financial Statements.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1.Summary of Significant Accounting Policies
Basis of Presentation:
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and with instructions for Form 10-Q and Regulation S-X. These financial statements include all adjustments (consisting of normal recurring accruals) which in the opinion of management are considered necessary for the fair presentation of the financial position and results of operations for the periods shown. Certain prior year amounts have been reclassified to conform to the current year presentation. The Company considers that it operates as 1 business segment, a commercial bank.
Operating results for the sixthree month period ended June 30, 2020March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020.2021. For further information, refer to the consolidated financial statements and footnotes thereto included in the Form 10-K Annual Report of Hills Bancorporation and subsidiary (the “Company”) for the year ended December 31, 20192020 filed with the Securities Exchange Commission on March 6, 2020.5, 2021. The consolidated balance sheet as of December 31, 2019,2020, has been derived from the audited consolidated financial statements for that period.
The Company evaluated subsequent events through the filing date of its quarterly report on Form 10-Q with the SEC.
Accounting Estimates:
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Certain Significant Estimates:
The allowance for credit losses and loan losses, fair values of securities and other financial instruments, and share-based compensation expense involve certain significant estimates made by management. These estimates are reviewed by management routinely and it is reasonably possible that circumstances that exist at March 31, 2021 may change in the near-term and the effect could be material to the consolidated financial statements. Actual amounts and values as of the balance sheet dates may be materially different than the amounts and values reported due to the inherent uncertainty in the estimation process.
Revenue RecognitionRecognition:
Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the Company’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.
The majority of the Company’s revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as loans, letters of credit and investment securities as these activities are not subject to the requirements of ASC 606.securities. Interest income on loans and investment securities is recognized on the accrual method in accordance with written contracts.
Descriptions of the Company’s revenue-generating activities that are within the scope of ASC 606 are the following: Service charges and fees on deposit accounts represent general service fees for monthly account maintenance and activity- or transaction-based fees and consist of transaction-based revenue which includes interchange income, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when the Company’s performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
the time the performance obligations are satisfied. Trust income represents monthly fees due from wealth management customers as consideration for managing the customers' assets. Wealth management and trust services include custody of assets, investment management, fees for trust services and similar fiduciary activities. Revenue is recognized when our performance obligation is completed each month, which is generally the time that payment is received.
A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity's obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. As of June 30, 2020,March 31, 2021, the Company did not have any significant contract balances.
An entity is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. The Company has not incurred or capitalized any contract acquisition costs as of June 30, 2020.March 31, 2021.
Tax Credit Real Estate:
EffectTax credit real estate represents 3 multi-family rental properties, 3 assisted living rental properties, a multi-tenant rental property for persons with disabilities, and a multi-family senior living rental property, all of which are affordable housing projects as of March 31, 2021. The Bank has a 99% or greater limited partnership interest in each limited partnership. The investment in each was completed after the projects had been developed by the general partner. The Company evaluates the recoverability of the carrying value on a regular basis. If the recoverability was determined to be in doubt, a valuation allowance would be established by way of a charge to expense. Depreciation expense is provided on a straight-line basis over the estimated useful life of the assets. Expenditures for normal repairs and maintenance are charged to expense as incurred.
In 2016, the Company adopted ASU 2015-02 and the investments in tax credit real estate are recorded for all years presented using the equity method of accounting, with the exception of the investment in the affordable housing project described below. The operations of the properties are not expected to contribute significantly to the Company’s income before income taxes. However, the properties do contribute in the form of income tax credits, which lowers the Company’s effective tax rate. Once established, the credits on each property last for ten years and are passed through from the limited partnerships to the Bank and reduces the consolidated federal tax liability of the Company.
In February 2019, the Company entered into a Letter of Intent to invest in Del Ray Ridge LP, as limited partner, which will own and operate an affordable housing property in Iowa City, Iowa. The Company provided construction financing for the project and contributed capital of $4.18 million in February 2021. The Company accounts for the investment in this tax credit real estate using the proportional amortization method as provided for under Accounting Standards Codification (ASC) 323-740. The investment qualifies for the proportional amortization method as it meets all of the criteria under ASC 323-740-25-1. Substantially all of the projected benefits are from tax credits and other tax benefits due to the minimum buyout clause included in the partnership agreement.
Adoption of New Financial Accounting Standards:Standard Codification 326 (ASC 326 (CECL)):
In February 2016,On January 1, 2021, the FASB issued ASU No. 2016-02 (Topic 842), Leases. The ASU provides guidance requiring lessees to recognize right-of-use (ROU) assets and lease liabilities for all leases other than those that meet the definition of short-term leases. For short-term leases, lessees may elect an accounting policy by class of underlying asset under which these assets and liabilities are not recognized and lease payments are generally recognized over the lease term on a straight-line basis. Under this new ASU, lessees will recognize right-of use assets and lease liabilities for most leases currently accounted for as operating leases under generally accepted accounting principles. For public companies, ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted the ASU on January 1, 2019 and used the alternative transition approach which permits the effects of adoption to be applied at the effective date. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. We elected the 'package of practical expedients', which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We also elected the short-term lease exemption and combining the lease and nonlease components practical expedients. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. The most significant impact upon adoption relates to the recognition of new ROU assets and lease liabilities on our balance sheet for our equipment and real estate operating leases. Upon adoption, we recognized additional operating liabilities of $3.58 million, with corresponding ROU assets of the same amount based on the present value of the remaining rental payments, including options to extend that are expected to be exercised, under current leasing standards for existing operating leases. There was no cumulative effect of adopting the standard.
In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit Losses (Topic 326),: Measurement of Credit Losses on Financial Instruments (CECL). The ASU changes, which requires the way entities recognize impairment of financial assets by requiring immediate recognition of estimatedthe allowance for credit losses be estimated using the current expected to occur over the remaining life of many financial assets. Under the CECL model, we will be required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected.credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet (OBS) credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell.
The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and OBS credit exposures. Results for reporting periods beginning January 1, 2021 are presented under ASC 326 while prior period
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net decrease to retained earnings of $4.75 million as of January 1, 2021 for the cumulative effect of adopting ASC 326, which includes deferred taxes of $1.58 million. The transition adjustment includes a $2.75 million increase to the Allowance for Credit Losses and the recording of a $3.58 million Allowance for Credit Losses on OBS Credit Exposures.
The following table illustrates the impact of ASC 326 (amounts in thousands).
| | | | | | | | | | | | |
| January 1, 2021 | |
| As Reported Under ASC 326 | Pre-ASC 326 Adoption | Impact of ASC 326 Adoption | |
| Assets: | | | | |
| Loans | | | | |
| Allowance for credit losses on loans | $ | 39,816 | | $ | 37,070 | | $ | 2,746 | | |
| | | | |
| Liabilities: | | | | |
| Allowance for credit losses on off-balance sheet credit exposures | $ | 3,584 | | $ | 0 | | $ | 3,584 | | |
| | | | |
| | | | |
Available-For-Sale Debt Securities and the Allowance For Credit Losses On Available-For-Sale Debt Securities: Debt securities that we might not hold until maturity are classified as available for sale ("AFS") and are reported at the fair value in the balance sheet. Fair value measurement is based upon quoted market prices in active markets, if available. If quoted prices in active markets are not available, fair value is measured using pricing models or other model-based valuation techniques such as present value of future cash flows, which consider prepayment assumptions and other factors such as credit losses and market liquidity. Unrealized gains and losses are excluded from earnings and reported, net of tax, in other comprehensive income ("OCI"). Purchase premiums and discounts are recognized in interest income using the effective interest method over the life of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. For AFS debt securities, a decline in fair value due to credit loss results in recording an allowance for credit losses to the extent the fair value is less than the amortized cost basis. Declines in fair value that have not been recorded through an allowance for credit losses, such as declines due to changes in market interest rates, are recorded through other comprehensive income, net of applicable taxes.
Impairment may result from credit deterioration of the issuer or collateral underlying the security. In performing an assessment of whether any decline in fair value is due to a credit loss, all relevant information is considered at the individual security level. For asset-backed securities performance indicators considered related to the underlying assets include default rates, delinquency rates, percentage of nonperforming assets, debt-to-collateral ratios, third-party guarantees, current levels of subordination, vintage, geographic concentration, analyst reports and forecasts, credit ratings and other market data. In assessing whether a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount the fair value is less than amortized cost basis.
If we intend to sell a debt security or more likely than not we will be required to sell the security before recovery of its amortized cost basis, the debt security is written down to its fair value and the write down is charged against the allowance for credit losses with any incremental impairment reported in earnings.
Accrued interest receivable on AFS debt securities totaled $2.07 million at March 31, 2021 and is excluded from the estimate of credit losses.
Allowance for Credit Losses on Tax Credit Real Estate Investments: On a regular basis, the Company evaluates recoverability of the carrying value of the tax credit real estate investments to determine if an allowance for credit losses is necessary. The
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allowance for credit losses is measured by a comparison of the carrying amount of the investments to the future undiscounted cash flows expected to be generated by the investment properties, including the low-income housing tax credits and any estimated proceeds from eventual disposition. If there is an indication of impairment, the allowance for credit losses would be established with a charge to credit loss expense. There were no indications of impairment based on information aboutmanagement's evaluation and therefore no allowance for credit losses was determined necessary as of March 31, 2021.
Loans Held for Sale: Loans held for sale are stated at the lower of aggregate cost or estimated fair value. Loans are sold on a non-recourse basis with servicing released and gains and losses are recognized based on the difference between sales proceeds and the carrying value of the loan. The Company has had very few experiences of repurchasing loans previously sold into the secondary market. A specific reserve was not considered necessary based on the Company’s historical experience with repurchase activity.
Loans Held For Investment: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost net of the allowance for credit losses. Amortized cost is the principal balance outstanding, net of deferred loan fees and costs. Accrued interest receivable on loans held for investment totaled $10.46 million at March 31, 2021 and is excluded from the estimate of credit losses. Interest income is accrued on the unpaid principal balance. Nonrefundable loan fees and origination costs are deferred and recognized as a yield adjustment over the life of the related loan.
The policy for charging off loans is consistent throughout all loan categories. A loan is charged off based on criteria that includes but is not limited to: delinquency status, financial condition of the entire customer credit line and underlying collateral coverage, economic or external conditions that might impact full repayment of the loan, legal issues, overdrafts, and the customer’s willingness to work with the Company.
The accrual of interest income on loans is discontinued when, in the opinion of management, there is reasonable doubt as to the
borrower's ability to meet payments of interest or principal when they become due, which is generally when a loan is 90 days or
more past events,due unless the loan is well secured and in the process of collection. When a loan is placed on nonaccrual status, all previously accrued and unpaid interest is reversed against interest income. Loans are returned to an accrual status when all of the principal and interest amounts contractually due are brought current and repayment of the remaining contractual principal and interest is expected. A loan may also return to accrual status if additional collateral is received from the borrower and, in the opinion of management, the financial position of the borrower indicates that there is no longer any reasonable doubt as to the collection of the amount contractually due. Payment received on nonaccrual loans are applied first to principal. Once principal is recovered, any remaining payments received are applied to interest income.
A loan is accounted for and reported as a troubled debt restructuring ("TDR") when, for economic or legal reasons, we grant a concession to a borrower experiencing financial difficulty that we would not otherwise consider. These concessions may include rate reductions, principal forgiveness, extension of maturity date and other actions intended to minimize potential losses to the Company. A restructuring that results in only an insignificant delay in payment is not considered a concession. A delay may be considered insignificant if the payments subject to the delay are insignificant relative to the unpaid principal or collateral value and the contractual amount due, or the delay in timing of the restructured payment period is insignificant relative to the frequency of payments, the debt's original contractual maturity or original expected duration.
TDRs that are performing and on accrual status as of the date of the modification remain on accrual status. TDRs that are nonperforming as of the date of modification generally remain as nonaccrual until the prospect of future payments in accordance with the modified loan agreement is reasonably assured, generally demonstrated when the borrower maintains compliance with the restructured terms for a predetermined period, normally at least six months. TDRs with temporary below-market concessions remain designated as a TDR regardless of the accrual or performance status until the loan is paid off. However, if the TDR loan has been modified in a subsequent restructure with market terms and the borrower is not currently experiencing financial difficulty, then the loan may be de-designated as a TDR. Management evaluates loans where there is a reasonable expectation at the reporting date that a troubled debt restructuring will be executed with an individual borrower for purposes of estimating the allowance for credit losses.
Section 4013 of the Coronavirus Aid, Relief and Economic Security (CARES) Act, “Temporary Relief From Troubled Debt Restructurings,” allows financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time during the COVID-19 pandemic. In March 2020, various regulatory agencies, including historical experience,the FRB and the FDIC, issued an interagency statement, effective immediately, on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The agencies confirmed with the staff of the FASB that short-term
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modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not to be considered TDRs. This includes short-term (e.g., six months) modifications, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. See Note 5 for further discussion.
Allowance for Credit Losses For Loans Held For Investment: Credit quality within the loans held for investment portfolio is continuously monitored by management and is reflected within the allowance for credit losses for loans. The allowance for credit losses is an estimate of expected losses inherent within the Company's existing loans held for investment portfolio. Expected credit loss inherent in non-cancelable off-balance-sheet credit exposures is accounted for as a separate liability on the balance sheet. The allowance for credit losses for loans held for investment, as reported in our consolidated balance sheet, is adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries.
The loan loss estimation process involves procedures to appropriately consider the unique characteristics of loan portfolio segments which consist of agricultural, 1 to 4 family first and junior liens, commercial, and consumer lending. These segments are further disaggregated into loan classes, the level at which credit risk is monitored. When computing allowance levels, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, delinquency status and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts that affectabout the collectability offuture. The key components in this estimation process include the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the "incurred loss" model required under current GAAP, which delays recognition until it is probable a loss has been incurred. Accordingly, we expect that the adoption of the CECL model will materially affect how we determine our allowance for loan losses and could require us to significantly increase our allowance. For public companies, ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, early adoption is permitted for the fiscal year beginning after December 15, 2018. With the passage of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the option to delay CECL was provided until the earlier of the national health emergency being declared over or December 31, 2020. The Company elected to delay implementing CECL and continued to use the incurred loss method to calculate the allowance for loan losses as of and for the period ending June 30, 2020.
The Company has implemented a software solution provided by a third party vendor to assist in the determination of the CECL estimate. The CECL model has been finalized and we completed the validation process for the CECL model using an independent outside party in January 2020. Our current planned approach for estimating expected life-time credit losses for loans includes the following key components:following:
•An initial forecast period of one year for all portfolio segments and off-balance-sheetOBS credit exposures. This period reflects management’smanagement's expectation of losses based on forward-looking economic scenarios over that time.
•A historical loss forecast period covering the remaining contractual life, adjusted for prepayments, by portfolio segment based on the change in key historical economic variables.
•A reversion period of up to 3 years connecting the initial loss forecast to the historical loss forecast based on economic conditions at the measurement date.
•We will primarily utilize the discounted cash flow (DCF) methodsmethod to estimate credit losses by portfolio segment. The DCF methods obtain estimated life-time credit losses using the conceptual components described above. The exceptions being for the credit card and overdraft portfolios which will utilize a remaining life methodology to estimate credit losses.
Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods.
Credit quality is assessed and monitored by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and in our process for estimation of expected credit losses. The following provides the credit quality indicators and risk elements that are most relevant and most carefully considered and monitored for each loan portfolio segment.
Agricultural - Agricultural operating loans include loans made to finance agricultural production and other loans to farmers and farming operations. Agricultural loans also include mortgage loans secured by farmland. Agricultural operating loans, most of which are secured by crops and machinery, are provided to finance capital improvement and farm operations as well as acquisitions of livestock and machinery. The ability of the borrower to repay may be affected by many factors outside of the borrower’s control including adverse weather conditions, loss of livestock due to disease or other factors, declines in market prices for agricultural products and the impact of government regulations. The ultimate repayment of agricultural operating loans is dependent upon the profitable operation or management of the agricultural entity. Agricultural operating loans generally have a term of one year and may have a fixed or variable rate.
Mortgage loans secured by farmland are made to individuals and businesses within the Company's trade area. The primary source of repayment is the cash flow generated by the collateral underlying the loan. The secondary repayment source would be the liquidation of the collateral. Terms for real estate loans secured by farmland range from one to ten years with an amortization period of 25 years or less. Generally, interest rates are fixed for mortgage loans secured by farmland. Key economic forecasts used in estimating expected credit losses for this segment include the Iowa unemployment rate and the national real gross domestic product (GDP).
1 to 4 Family First and Junior Liens - The 1 to 4 family first and junior liens portfolio segment is comprised of the single family and home equity loan classes, which are underwritten after evaluating a borrower's capacity to repay, credit, and
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Upon adoption on January 1, 2020, we recorded an overall increasecollateral. Several factors are considered when assessing a borrower's capacity, including the borrower's employment, income, current debt, assets, and level of equity in our Allowancethe property. Credit refers to how well a borrower manages their current and prior debts as documented by a credit report that provides credit scores and the borrower's current and past information about their credit history. Collateral refers to the type and use of property, occupancy, and market value. Property appraisals are obtained to assist in evaluating collateral. Loan-to-property value and debt-to-income ratios, loan amount, and lien position are also considered in assessing whether to originate a loan. These borrowers are particularly susceptible to downturns in economic trends such as conditions that negatively affect housing prices and demand and levels of unemployment. Key economic forecasts used in estimating expected credit losses for Credit Losses (ACL)this segment include the Iowa unemployment rate and the all-transactions house price index for loansIowa.
Commercial - The commercial loan portfolio segment is comprised of $3.5 million. We also recorded an unfunded commitments liability of $1.45 million upon adoption. The future effects of CECL on our ACL will depend on the sizecommercial real estate, multifamily residential, construction/land development and commercial and financial loan classes, whose underwriting standards consider the factors described for single family and home equity loan classes as well as others when assessing the borrower's and associated guarantors or other related party's financial position. These other factors include assessing liquidity, the level and composition of our portfolio,net worth, leverage, considering all other lender amounts and position, an analysis of cash expected to flow through the portfolio’s credit qualityobligors including the outflow to other lenders, vacancies and prior experience with the borrower. This information is used to assess adequate financial capacity, profitability, and experience. Ultimate repayment of these loans is sensitive to interest rate changes, general economic conditions, as well as any refinements to our model, methodologyliquidity, and other key assumptions. We will recognize a one-time cumulative-effect adjustment to our allowanceavailability of long-term financing. Key economic forecasts used in estimating expected credit losses for loan losses upon adoption ofthis segment include the new standard. The increase inIowa unemployment rate, the ACL will result in a decrease to our regulatory capital amountsall-transactions house price index for Iowa, the national and ratios. Once finalized, we estimate the ACL as of June 30, 2020 to be approximately $41 million to $44 millionIowa real GDPs and the unfunded commitments liability to be approximately $4 million to $5 million.commercial real estate price index (for commercial real estate).
In January 2017,Consumer Lending - The Bank offers consumer loans including personal loans and automobile loans. These consumer loans typically have shorter terms, lower balances, higher yields and higher risks of default than real estate-related loans. Consumer loans collections are dependent on the FASB issued ASU No. 2017-03, Accounting Changesborrower's continuing financial stability and Error Corrections (Topic 250)are more likely to be affected by adverse personal circumstances. Collateral for these loans generally includes automobiles, boats, recreational vehicles and Investments - Equity Methodreal estate. However, depending on the overall financial condition of the borrower, some loans are made on an unsecured basis. The collateral securing these loans may depreciate over time, may be difficult to recover and Joint Ventures (Topic 323), may fluctuate in value based on condition. Key economic forecasts used in estimating expected credit losses for this segment include the Iowa unemployment rate and the Iowa real GDP.
Determining the Contractual TermAmendments to SEC Paragraphs Pursuant to Staff Announcements: Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless either of the following applies: management has a reasonable expectation at the September 22, 2016 and November 17, 2016 EITF Meetings. This ASU addsreporting date that a troubled debt restructuring will be executed with an SEC paragraph and amends other Topics pursuant to an SEC staff Announcement madeindividual borrower or the extension or renewal options are included in the original or modified contract at the September 22, 2016 Emerging Issues Task Force (EITF) meeting.reporting date and are not unconditionally cancellable by the Company.
Credit Loss Measurement: The SEC paragraphallowance level is influenced by loan volumes, loan credit quality indicator migration or delinquency status, historic loss experience and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.
For a loan that does not share risk characteristics with other loans, expected credit loss is measured based on net realizable value, that is, the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the amortized cost basis of the loan. For these loans, we recognize expected credit loss equal to the amount by which the net realizable value of the loan is less than the amortized cost basis of the loan (which is net of previous charge- offs and deferred loan fees and costs), except when the loan is collateral dependent, that is, when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In these cases, expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral. The fair value of the collateral is adjusted for the estimated cost to sell if repayment or satisfaction of a loan is dependent on the sale (rather than only on the operation) of the collateral.
The fair value of collateral used by the Company is determined by obtaining an observable market price or by obtaining an appraised value from an independent, licensed or certified appraiser, using observable market data. This data includes information such as selling price of similar properties and capitalization rates of similar properties sold within the market,
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expected future cash flows or earnings of the subject property based on current market expectations, and other relevant factors. All appraised values are adjusted for market-related trends based on the Company's experience in sales and other appraisals of similar property types as well as estimated selling costs. Each quarter management reviews all collateral-dependent loans on a loan-by-loan basis to determine whether updated appraisals are necessary based on loan performance, collateral type and guarantor support. At times, the Company measures the fair value of collateral-dependent loans using appraisals with dates prior to one year from the date of review. These appraisals are discounted by applying current, observable market data about similar property types such as sales contracts, estimations of value by individuals familiar with the market, other appraisals, sales or collateral assessments based on current market activity until updated appraisals are obtained. Depending on the length of time since an appraisal was performed, the data provided through reviews and estimated selling costs, collateral values are typically discounted by 0-35%. The use of an appraisal that exceeds twelve months needs approval by the credit underwriting department. Third-party appraisals are obtained from a pre-approved list of independent, third-party, local appraisal firms maintained by the credit underwriting department. Approval and addition to the list is based on experience, reputation, character, consistency and knowledge of the respective real estate market. Generally, appraisals are internally reviewed by the credit underwriting department to ensure the quality of the appraisal and the expertise and independence of the appraiser. Once the expected credit loss amount is determined an allowance is provided for equal to the calculated expected credit loss and included in the allowance for credit losses. If the calculated expected credit loss is determined to be permanent or not recoverable, the amount of expected credit loss will be charged off. Factors considered by management in determining if the expected credit loss is permanent or not recoverable include whether management judges the loan to be uncollectible, repayment is deemed to be protracted beyond reasonable time frames, or the loss becomes evident owing to the borrower's lack of assets or, for single family loans, the loan is 90 days or more past due unless both well-secured and in the process of collection.
In estimating the component of the allowance for credit losses for loans that share similar risk characteristics with other loans, such loans are segregated into loan classes. Loans are designated into loan classes based on loans pooled by product types and similar risk characteristics or areas of risk concentration. In determining the allowance for credit losses, we derive an estimated credit loss assumption from a model that categorizes loan pools based on loan type and purpose. This model calculates an expected loss percentage for each loan class by considering the probability of default, using life-of-loan analysis periods for all loan segments, and the historical severity of loss, based on the aggregate net lifetime losses incurred per loan class. The default and severity factors used to calculate the allowance for credit losses for loans that share similar risk characteristics with other loans are adjusted for differences between the historical period used to calculate historical default and loss severity rates and expected conditions over the remaining lives of the loans in the portfolio related to: (1) lending policies and procedures; (2) international, national, regional and local economic business conditions and developments that affect the collectability of the portfolio; (3) the nature and volume of the loan portfolio including the terms of the loans; (4) the experience, ability, and depth of the lending management and other relevant staff; (5) the volume and severity of past due and adversely classified or graded loans and the volume of nonaccrual loans; (6) the quality of our loan review system and (7) the value of underlying collateral for collateralized loans. Additional factors include the existence and effect of any concentrations of credit, and changes in the level of such concentrations and the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio. Such factors are used to adjust the historical probabilities of default and severity of loss so that they reflect management expectation of future conditions based on a reasonable and supportable forecast. To the extent the lives of the loans in the portfolio extend beyond the period for which a reasonable and supportable forecast can be made, the bank reduces, on a straight-line basis over the remaining life of the loans, the adjustments so that model reverts back to the historical rates of default and severity of loss.
Credit card receivables do not have stated maturities. In determining the estimated life of a credit card receivable, management first estimates the future cash flows expected to be received and then applies those expected future cash flows to ASU No. 2014-09, Revenue from Contractsthe credit card balance. Expected credit losses for credit cards are determined through use of the remaining life method. The remaining life method utilizes average annual charge-off rates and remaining life to estimate the allowance for credit losses. This is done by estimating the amount and timing of principal payments expected to be received as payment for the balance outstanding as of the reporting period and applying those principal payments against the balance outstanding as of the reporting period along with Customers (Topic 606); ASU No. 2016-02, Leases (Topic 842); and ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): the average annual charge-off rate until the expected payments have been fully allocated.
Measurement ofAllowance for Credit Losses on Financial Instruments. Off-Balance Sheet Credit Exposures, Including Unfunded Loan Commitments: The ASU provides thatCompany maintains a company should evaluate ASUs that have not yet been adopted to determine the appropriate financial statement disclosures about the potential material effects of those ASUsseparate allowance for credit losses from off-balance-sheet credit exposures, including unfunded loan commitments, which is disclosed on the financial statements when adopted. Ifbalance sheet. Management estimates the company doesamount of expected losses by calculating a commitment usage factor over the contractual period for exposures that are not know or cannot reasonably estimateunconditionally cancellable by the impact that adoptionCompany and applying the loss factors used in the allowance for loan loss methodology to the results of the ASUs referenced in this announcementusage calculation to estimate
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the liability for credit losses related to unfunded commitments for each loan type. No credit loss estimate is expectedreported for off-balance-sheet credit exposures that are unconditionally cancelable by the Company, such as credit card receivables, or for undrawn amounts under such arrangements that may be drawn prior to have on the financial statements, then in addition to making a statement to that effect, the company should consider additional qualitative financial statement disclosures to assist the reader in assessing the significancecancellation of the impact that the standard will havearrangement. The allowance for credit losses on the financial statementsOBS credit exposures is adjusted as a provision for credit loss expense. Categories of the company when adopted. Additional qualitative disclosures should include a description of the effect of the accounting policies that the company expects to apply and a comparisonOBS credit exposures correspond to the company's current accounting policies. Also, the company should describe the statusloan portfolio segments described previously.
Effect of its process to implement the new standards and the significant implementation matters yet to be addressed.New Financial Accounting Standards:
In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 250), Simplifying the Test for Goodwill Impairment. The ASU simplifies the goodwill impairment test by requiring a company to perform its annual or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized when the carrying amount exceeds fair value. For public companies, ASU 2017-04 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adoptedadoption of ASU No. 2017-04 forby the period ending March 31, 2020. There was no material impactCompany on the financial statements.
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. This ASU requires companies to change the recognition and presentation of the effects of hedge accounting by eliminating the requirement to separately measure and report hedge ineffectiveness and requiring companies to present all of the elements of hedge accounting that affect earnings in the same income statement line as the hedged item. Furthermore, the standard eases the requirements for effectiveness testing, hedge documentation and applying the critical terms match method and introduces new alternatives that will permit companies to reduce the risk of material error corrections if they misapply the shortcut method. For public companies, ASU 2017-12 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2018. The Company adopted ASU No. 2017-12 for the period ending March 31, 2019. There was no material impact on the financial statements.
In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this ASU expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company adopted ASU No. 2018-07 for the period ending March 31, 2019. There was noJanuary 1, 2020 did not have a material impact on the financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this ASU modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including removal of the requirement to disclose the valuation processes for Level 3 fair value measurements and the additional requirement to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for
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only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this ASU. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this ASU and delay adoption of the additional disclosures until their effective date. The Company adoptedadoption of ASU 2018-13 forby the period ending March 31, 2020. There was noCompany on January 1, 2020 did not have
a material impact on the financial statements.
In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing ArrangementsArrangement That Is a Service Contract. The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption of the amendments in this ASU is permitted, including adoption in any interim period, for all entities. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adoptedadoption of ASU 2018-15 forby the period ending March 31, 2020. There was noCompany on January 1, 2020 did not have a material impact on the financial statements.
In October 2018, the FASB issued ASU No. 2018-16, Derivatives and Hedging (Topic 815), Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. The amendments in this ASU permit use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the interest rates on direct Treasury obligations of the U.S. government, the London Interbank Offered Rate (LIBOR) swap rate, the Overnight Index Swap (OIS) Rate based on the Fed Funds Effective Rate and the Securities Industry and Financial Markets Association (SIFMA) Municipal Swap Rate. The amendments in this ASU are required to be adopted concurrently with the amendments in ASU 2017-12. For public companies, this would be for fiscal years, and interim periods within those fiscal years beginning after December 15, 2018. The Company adopted ASU No. 2018-16 for the period ending March 31, 2019 concurrently with ASU 2017-12. There was no material impact on the financial statements.
In July 2019, the FASB issued ASU No. 2019-07, Codification Updates to SEC Sections, Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates. The amendments in this ASU update the Codification to reflect the amendments of various SEC disclosure requirements that the agency determined were redundant, duplicative, overlapping, outdated or superseded. The SEC amended its disclosure rules in 2018 with the aim of providing investors with useful disclosure information and to simplify compliance without significantly altering the mix of the information being provided. This ASU was effective upon release and there was no material impact on the financial statements.
In November 2019, the FASB issued ASU No. 2019-08, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), Codification Improvements - Share-Based Consideration Payable to a Customer. The amendments in this ASU require that an entity measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. The amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award in accordance with Topic 718. The grant date is the date at which a grantor (supplier) and a grantee (customer) reach a mutual understanding of the key terms and conditions of a share-based payment award. The classification and subsequent measurement of the award are subject to the guidance in Topic 718 unless the share-based payment award is subsequently modified and the grantee is no longer a customer. The Company adopted ASU 2019-08 for the period ending December 31, 2019. There was no material impact on the financial statements.
In November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. The amendments in this ASU clarify or address stakeholders' specific issues about certain aspects of the amendments in ASU 2016-13 in the following areas: expected recoveries for purchased financial assets with credit deterioration, transition relief for troubled debt restructurings, disclosures related to accrued interest receivables and financial assets secured by collateral maintenance provisions. For public companies, ASU 2019-11 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 and will be adopted concurrently with ASU 2016-13. As noted above, we have elected to delay the adoption of ASU 2016-13 as permitted by the CARES Act.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes.Taxes. The amendments in this ASU simplify the accounting for income taxes by removing specific exceptions included in
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Topic 740, introducing other simplifications and making technical corrections. For public business entities, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2018-15 by the Company on January 1, 2021 did not have a material impact on the
financial statements.
In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables - Nonrefundable Fees and Other Costs. The amendments in this Update clarify that an entity should reevaluate whether a callable debt security is within the scope of paragraph 310-20-35-33 for each reporting period. For each reporting period, to the extent that the amortized cost basis of an individual callable debt security exceeds the amount repayable by the issuer at the next call date, the excess (that is, the premium) shall be amortized to the next call date, unless the guidance in paragraph 310-20-35-26 is applied to consider estimated prepayments. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is not permitted. The adoption of the ASU willby the Company on January 1, 2021 did not have a material impact on the financial statements.
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In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which consists of two sections. The first applicable section contains amendments that improve the consistency of the Codification by including all disclosure guidance in
the appropriate disclosure section and provide the option to give certain information either on the face of the financial statements or in the notes to the financial statements. The second section contains Codification improvements that vary in nature. The amendments in this Update do not change GAAP and, therefore, are not expected to result in a significant change in practice. For public business entities, these amendments are effective for annual periods beginning after December 15, 2020. The adoption of the ASU by the Company on January 1, 2021 did not have a material impact on the financial statements.
Note 2.Earnings Per Share
Basic earnings per share is computed using the weighted average number of actual common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that would occur from the exercise of common stock options outstanding. ESOP shares are considered outstanding for this calculation unless unearned.
The computation of basic and diluted earnings per share for the periods presented is as follows:
| | | | Three Months Ended June 30, | | Six Months Ended
June 30, | | | Three Months Ended March 31, | |
| | | 2020 | | 2019 | 2020 | | 2019 | | March 31, 2021 | | March 31, 2020 | |
| Common shares outstanding at the beginning of the period | Common shares outstanding at the beginning of the period | 9,375,356 | | | 9,352,060 | | 9,351,694 | | | 9,336,441 | | Common shares outstanding at the beginning of the period | 9,330,995 | | | 9,351,694 | | |
| Weighted average number of net shares issued (redeemed) | (5,496) | | | (1,419) | | 39,905 | | | 27,644 | | |
| Weighted average number of net shares (redeemed) issued | | Weighted average number of net shares (redeemed) issued | (7,222) | | | 46,232 | | |
| Weighted average shares outstanding (basic) | Weighted average shares outstanding (basic) | 9,369,860 | | | 9,350,641 | | 9,391,599 | | | 9,364,085 | | Weighted average shares outstanding (basic) | 9,323,773 | | | 9,397,926 | | |
| Weighted average of potential dilutive shares attributable to stock options granted, computed under the treasury stock method | Weighted average of potential dilutive shares attributable to stock options granted, computed under the treasury stock method | 3,785 | | | 4,191 | | 3,721 | | | 4,083 | | Weighted average of potential dilutive shares attributable to stock options granted, computed under the treasury stock method | 3,480 | | | 3,754 | | |
| Weighted average number of shares (diluted) | Weighted average number of shares (diluted) | 9,373,645 | | | 9,354,832 | | 9,395,320 | | | 9,368,168 | | Weighted average number of shares (diluted) | 9,327,253 | | | 9,401,680 | | |
| Net income (In thousands) | Net income (In thousands) | $ | 11,711 | | | $ | 11,220 | | $ | 18,786 | | | $ | 22,423 | | Net income (In thousands) | $ | 15,197 | | | $ | 7,075 | | |
| Earnings per share: | Earnings per share: | | | | | | Earnings per share: | | | | |
| Basic | Basic | $ | 1.25 | | | $ | 1.20 | | $ | 2.00 | | | $ | 2.40 | | Basic | $ | 1.63 | | | $ | 0.75 | | |
| Diluted | Diluted | $ | 1.25 | | | $ | 1.20 | | $ | 2.00 | | | $ | 2.40 | | Diluted | $ | 1.63 | | | $ | 0.75 | | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 3.Accumulated Other Comprehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI), included in stockholders’ equity, at June 30, 2020March 31, 2021 and December 31, 2019:2020:
| | | | June 30,
2020 | | December 31, 2019 | | March 31, 2021 | | December 31, 2020 |
| | | (amounts in thousands) | | | (amounts in thousands) |
| Net unrealized income on available-for-sale securities | $ | 12,528 | | | $ | 4,234 | | |
| Net unrealized loss on derivatives used for cash flow hedges | (3,439) | | | (2,349) | | |
| Net unrealized gain on available-for-sale securities | | Net unrealized gain on available-for-sale securities | $ | 8,000 | | | $ | 11,702 | |
| | Tax effect | Tax effect | $ | (2,268) | | | $ | (470) | | Tax effect | $ | (1,996) | | | $ | (2,920) | |
| Net-of-tax amount | Net-of-tax amount | $ | 6,821 | | | $ | 1,415 | | Net-of-tax amount | $ | 6,004 | | | $ | 8,782 | |
Note 4.Securities
The carrying values of investment securities at June 30, 2020March 31, 2021 and December 31, 20192020 are summarized in the following table (dollars in thousands):
| | | | June 30, 2020 | | | December 31, 2019 | | | March 31, 2021 | | December 31, 2020 |
| | | Amount | | Percent | | Amount | | Percent | | Amount | | Percent | | Amount | | Percent |
| Securities available for sale | Securities available for sale | | Securities available for sale | |
| U.S. Treasury | U.S. Treasury | $ | 159,742 | | | 43.59 | % | | $ | 128,585 | | | 36.19 | % | U.S. Treasury | $ | 167,719 | | | 38.67 | % | | $ | 148,646 | | | 36.40 | % |
| Other securities (FHLB, FHLMC and FNMA) | Other securities (FHLB, FHLMC and FNMA) | 12,929 | | | 3.53 | | | 15,229 | | | 4.29 | | Other securities (FHLB, FHLMC and FNMA) | 37,422 | | | 8.63 | | | 35,160 | | | 8.61 | |
| State and political subdivisions | State and political subdivisions | 193,781 | | | 52.88 | | | 211,489 | | | 59.52 | | State and political subdivisions | 228,572 | | | 52.70 | | | 224,566 | | | 54.99 | |
| Total securities available for sale | Total securities available for sale | $ | 366,452 | | | 100.00 | % | | $ | 355,303 | | | 100.00 | % | Total securities available for sale | $ | 433,713 | | | 100.00 | % | | $ | 408,372 | | | 100.00 | % |
Investment securities have been classified in the consolidated balance sheets according to management’s intent. Available-for-sale securities consist of debt securities not classified as trading or held to maturity. Available-for-sale securities are stated at fair value, and unrealized holding gains and losses, net of the related deferred tax effect, are reported as a separate component of stockholders' equity. Municipal bonds are comprised of general obligation bonds and revenue bonds issued by various municipal corporations. As of March 31, 2021 and December 31, 2020, all securities held were rated investment grade based upon external ratings where available and, where not available, based upon management knowledge of the local issuers and their financial situations. There were no trading or held to maturity securities as of June 30, 2020March 31, 2021 or December 31, 2019.2020. The carrying amount of available-for-sale securities, and their approximate fair values and allowance for credit losses were as follows as of June 30, 2020March 31, 2021 and December 31, 20192020 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | Amortized Cost | | Gross
Unrealized
Gains | | Gross
Unrealized
(Losses) | | Estimated Fair
Value |
| June 30, 2020: | | | | | | | |
| U.S. Treasury | $ | 153,525 | | | $ | 6,219 | | | $ | (2) | | | $ | 159,742 | |
| Other securities (FHLB, FHLMC and FNMA) | 12,884 | | | 49 | | | (4) | | | 12,929 | |
| State and political subdivisions | 187,515 | | | 6,289 | | | (23) | | | 193,781 | |
| Total | $ | 353,924 | | | $ | 12,557 | | | $ | (29) | | | $ | 366,452 | |
| December 31, 2019: | | | | | | | |
| U.S. Treasury | $ | 127,096 | | | $ | 1,626 | | | $ | (137) | | | $ | 128,585 | |
| Other securities (FHLB, FHLMC and FNMA) | 15,287 | | | — | | | (58) | | | 15,229 | |
| State and political subdivisions | 208,686 | | | 2,938 | | | (135) | | | 211,489 | |
| Total | $ | 351,069 | | | $ | 4,564 | | | $ | (330) | | | $ | 355,303 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Amortized Cost | | Gross
Unrealized
Gains | | Gross
Unrealized
(Losses) | | Allowance for Credit Losses | | Estimated Fair
Value |
| March 31, 2021 | | | | | | | | | |
| U.S. Treasury | $ | 163,616 | | | $ | 4,392 | | | $ | (289) | | | $ | 0 | | | $ | 167,719 | |
| Other securities (FHLB, FHLMC and FNMA) | 37,926 | | | 3 | | | (507) | | | 0 | | | 37,422 | |
| State and political subdivisions | 224,171 | | | 5,161 | | | (760) | | | 0 | | | 228,572 | |
| Total | $ | 425,713 | | | $ | 9,556 | | | $ | (1,556) | | | $ | 0 | | | $ | 433,713 | |
| December 31, 2020: | | | | | | | | | |
| U.S. Treasury | $ | 143,467 | | | $ | 5,179 | | | $ | 0 | | | $ | 0 | | | $ | 148,646 | |
| Other securities (FHLB, FHLMC and FNMA) | 35,195 | | | 35 | | | (70) | | | 0 | | | 35,160 | |
| State and political subdivisions | 218,008 | | | 6,674 | | | (116) | | | 0 | | | 224,566 | |
| Total | $ | 396,670 | | | $ | 11,888 | | | $ | (186) | | | $ | 0 | | | $ | 408,372 | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The amortized cost and estimated fair value of available-for-sale securities classified according to their contractual maturities at June 30, 2020,March 31, 2021, were as follows (in thousands):
| | | | Amortized
Cost | | Fair Value | | Amortized
Cost | | Fair Value |
| Due in one year or less | Due in one year or less | $ | 49,005 | | | $ | 49,249 | | Due in one year or less | $ | 64,447 | | | $ | 64,709 | |
| Due after one year through five years | Due after one year through five years | 213,618 | | | 221,496 | | Due after one year through five years | 248,112 | | | 252,817 | |
| Due after five years through ten years | Due after five years through ten years | 76,762 | | | 80,824 | | Due after five years through ten years | 84,990 | | | 88,381 | |
| Due over ten years | Due over ten years | 14,539 | | | 14,883 | | Due over ten years | 28,164 | | | 27,806 | |
| Total | Total | $ | 353,924 | | | $ | 366,452 | | Total | $ | 425,713 | | | $ | 433,713 | |
As of June 30, 2020March 31, 2021 investment securities with a carrying value of $13.79$10.17 million were pledged to collateralize derivative financial instrumentsother borrowings. As of March 31, 2021, there were no holdings of securities of any one issuer, other than the U.S. government and other borrowings.its agencies, in an amount greater than 10% of stockholders' equity.
There were no available-for-sale securities for the three months ended March 31, 2021. Sales proceeds and gross realized gains and losses on available-for-sale securities were as follows for the three months ended March 31, 2020 (in thousands):
| | | | | | | | | | | |
| | June 30, 2020 | | June 30, 2019 |
| Sales proceeds | $ | 313 | | | $ | 4,881 | |
| Gross realized gains | 10 | | | — | |
| Gross realized losses | — | | | 52 | |
| | | | | | | | | |
| | | March 31, 2020 |
| Sales proceeds | | | $ | 313 | |
| Gross realized gains | | | 10 | |
| Gross realized losses | | | 0 | |
The following table shows the fair value, gross unrealized losses and the percentage of fair value represented by gross unrealized losses of applicable investment securities owned by the Company, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2020March 31, 2021 and December 31, 20192020 (in thousands):
| | | | Less than 12 months | | | 12 months or more | | | Total | | | Less than 12 months | | 12 months or more | | Total |
June 30, 2020
Description of Securities | # | | Fair Value | | Unrealized
Loss | | % | | # | | Fair Value | | Unrealized
Loss | | % | | # | | Fair Value | | Unrealized
Loss | | % | |
March 31, 2021
Description of Securities | | March 31, 2021
Description of Securities | # | | Fair Value | | Unrealized
Loss | | % | | # | | Fair Value | | Unrealized
Loss | | % | | # | | Fair Value | | Unrealized
Loss | | % |
| U.S. Treasury | U.S. Treasury | 2 | | | $ | 5,292 | | | $ | (2) | | | 0.04 | % | | — | | | $ | — | | | $ | — | | | — | % | | 2 | | | $ | 5,292 | | | $ | (2) | | | 0.04 | % | U.S. Treasury | 16 | | | $ | 40,770 | | | $ | (289) | | | 0.71 | % | | 0 | | | $ | 0 | | | $ | 0 | | | 0 | % | | 16 | | | $ | 40,770 | | | $ | (289) | | | 0.71 | % |
| | Other securities (FHLB, FHLMC and FNMA) | Other securities (FHLB, FHLMC and FNMA) | 1 | | | 2,616 | | | (4) | | | 0.15 | | | — | | | — | | | — | | | — | | | 1 | | | 2,616 | | | (4) | | | 0.15 | | Other securities (FHLB, FHLMC and FNMA) | 14 | | | 34,919 | | | (507) | | | 1.45 | | | 0 | | | 0 | | | 0 | | | 0 | | | 14 | | | 34,919 | | | (507) | | | 1.45 | |
| | State and political subdivisions | State and political subdivisions | 12 | | | 3,078 | | | (16) | | | 0.52 | | | 5 | | | 621 | | | (7) | | | 1.13 | | | 17 | | | 3,699 | | | (23) | | | 0.62 | | State and political subdivisions | 132 | | | 57,326 | | | (754) | | | 1.32 | | | 4 | | | 364 | | | (6) | | | 1.65 | | | 136 | | | 57,690 | | | (760) | | | 1.32 | |
| | Total temporarily impaired securities | Total temporarily impaired securities | 15 | | | $ | 10,986 | | | $ | (22) | | | 0.20 | % | | 5 | | | $ | 621 | | | $ | (7) | | | 1.13 | % | | 20 | | | $ | 11,607 | | | $ | (29) | | | 0.25 | % | Total temporarily impaired securities | 162 | | | $ | 133,015 | | | $ | (1,550) | | | 1.17 | % | | 4 | | | $ | 364 | | | $ | (6) | | | 1.65 | % | | 166 | | | $ | 133,379 | | | $ | (1,556) | | | 1.17 | % |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
| | | | Less than 12 months | | | 12 months or more | | | Total | | | Less than 12 months | | 12 months or more | | Total |
December 31, 2019
Description of Securities | # | | Fair Value | | Unrealized
Loss | | % | | # | | Fair Value | | Unrealized
Loss | | % | | # | | Fair Value | | Unrealized
Loss | | % | |
December 31, 2020
Description of Securities | | December 31, 2020
Description of Securities | # | | Fair Value | | Unrealized
Loss | | % | | # | | Fair Value | | Unrealized
Loss | | % | | # | | Fair Value | | Unrealized
Loss | | % |
| U.S. Treasury | U.S. Treasury | 11 | | | $ | 27,932 | | | $ | (136) | | | 0.49 | % | | 1 | | | $ | 2,495 | | | $ | (1) | | | 0.04 | % | | 12 | | | $ | 30,427 | | | $ | (137) | | | 0.45 | % | U.S. Treasury | 0 | | | $ | 0 | | | $ | 0 | | | 0 | % | | 0 | | | $ | 0 | | | $ | 0 | | | 0 | % | | 0 | | | $ | 0 | | | $ | 0 | | | 0 | % |
| | Other securities (FHLB, FHLMC and FNMA) | Other securities (FHLB, FHLMC and FNMA) | — | | | — | | | — | | | — | | | 6 | | | 15,229 | | | (58) | | | 0.38 | | | 6 | | | 15,229 | | | (58) | | | 0.38 | | Other securities (FHLB, FHLMC and FNMA) | 8 | | | 20,019 | | | (70) | | | 0.35 | | | 0 | | | 0 | | | 0 | | | 0 | | | 8 | | | 20,019 | | | (70) | | | 0.35 | |
| | State and political subdivisions | State and political subdivisions | 66 | | | 17,881 | | | (119) | | | 0.67 | | | 20 | | | 3,825 | | | (16) | | | 0.42 | | | 86 | | | 21,706 | | | (135) | | | 0.62 | | State and political subdivisions | 35 | | | 14,168 | | | (110) | | | 0.78 | | | 4 | | | 370 | | | (6) | | | 1.62 | | | 39 | | | 14,538 | | | (116) | | | 0.80 | |
| | Total temporarily impaired securities | Total temporarily impaired securities | 77 | | | $ | 45,813 | | | $ | (255) | | | 0.56 | % | | 27 | | | $ | 21,549 | | | $ | (75) | | | 0.35 | % | | 104 | | | $ | 67,362 | | | $ | (330) | | | 0.49 | % | Total temporarily impaired securities | 43 | | | $ | 34,187 | | | $ | (180) | | | 0.53 | % | | 4 | | | $ | 370 | | | $ | (6) | | | 1.62 | % | | 47 | | | $ | 34,557 | | | $ | (186) | | | 0.54 | % |
The Company considered the following information in reaching the conclusion that the impairments disclosed in the table above are temporary and not other-than-temporary impairments. None of the unrealized losses in the above table was due to the deterioration in the credit quality of any of the issues that might result in the non-collection of contractual principal and interest. The unrealized losses are due to changes in interest rates. The Company has not recognized any unrealized loss in income because management does not have the intent to sell the securities included in the previous table. Management has concluded that it is more likely than not that the Company will not be required to sell these securities prior to recovery of the amortized cost basis. The securities are of high credit quality (investment grade credit ratings) and principal and interest payments are made timely with no payments past due as of March 31, 2021. The fair value is expected to recover as the securities approach maturity. The U.S. Treasury and other securities are issued and guaranteed by U.S. government-sponsored entities and agencies. The Company evaluates if a credit loss exists by monitoring to ensure it has adequate credit support considering the nature of the investment, number and significance of investments in an unrealized loss position, collectibility or delinquency issues, the underlying financial statements of the issuers, credit ratings and subsequent changes thereto, and other available relevant information. Considering the above factors and total unrealized losses being insignificant as of March 31, 2021, management has determined that no allowance for credit losses is necessary for the securities portfolio as of March 31, 2021.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 5.Loans
Classes of loans are as follows:
| | | | June 30,
2020 | | December 31,
2019 | | March 31, 2021 | | December 31,
2020 |
| | | (Amounts In Thousands) | | | (Amounts In Thousands) |
| Agricultural | Agricultural | $ | 94,101 | | | $ | 91,317 | | Agricultural | $ | 96,042 | | | $ | 94,842 | |
| Commercial and financial | Commercial and financial | 335,784 | | | 221,323 | | Commercial and financial | 281,337 | | | 286,242 | |
| Real estate: | Real estate: | | Real estate: | |
| Construction, 1 to 4 family residential | Construction, 1 to 4 family residential | 78,727 | | | 80,209 | | Construction, 1 to 4 family residential | 73,162 | | | 71,117 | |
| Construction, land development and commercial | Construction, land development and commercial | 109,456 | | | 108,410 | | Construction, land development and commercial | 110,850 | | | 111,913 | |
| Mortgage, farmland | Mortgage, farmland | 246,781 | | | 242,730 | | Mortgage, farmland | 246,665 | | | 247,142 | |
| Mortgage, 1 to 4 family first liens | Mortgage, 1 to 4 family first liens | 894,013 | | | 910,742 | | Mortgage, 1 to 4 family first liens | 876,585 | | | 892,089 | |
| Mortgage, 1 to 4 family junior liens | Mortgage, 1 to 4 family junior liens | 135,863 | | | 149,227 | | Mortgage, 1 to 4 family junior liens | 119,794 | | | 127,833 | |
| Mortgage, multi-family | Mortgage, multi-family | 361,206 | | | 350,761 | | Mortgage, multi-family | 376,867 | | | 374,014 | |
| Mortgage, commercial | Mortgage, commercial | 411,116 | | | 402,181 | | Mortgage, commercial | 413,964 | | | 417,139 | |
| Loans to individuals | Loans to individuals | 30,139 | | | 32,308 | | Loans to individuals | 30,070 | | | 31,325 | |
| Obligations of state and political subdivisions | Obligations of state and political subdivisions | 55,705 | | | 49,896 | | Obligations of state and political subdivisions | 54,788 | | | 56,488 | |
| | | $ | 2,752,891 | | | $ | 2,639,104 | | | $ | 2,680,124 | | | $ | 2,710,144 | |
| Net unamortized fees and costs | Net unamortized fees and costs | 970 | | | 933 | | Net unamortized fees and costs | 1,071 | | | 938 | |
| | | $ | 2,753,861 | | | $ | 2,640,037 | | | $ | 2,681,195 | | | $ | 2,711,082 | |
| Less allowance for loan losses | 37,620 | | | 33,760 | | |
| Less allowance for credit losses (2021) and loan losses (2020) | | Less allowance for credit losses (2021) and loan losses (2020) | 36,620 | | | 37,070 | |
| | | $ | 2,716,241 | | | $ | 2,606,277 | | | $ | 2,644,575 | | | $ | 2,674,012 | |
As of June 30,March 31, 2021 and December 31, 2020, the Company has provided $125.65outstanding balances of $82.35 million and $86.50 million, respectively, of loans issued under the Paycheck Protection Program (PPP) loansand $3.45 million and $2.12 million, respectively, of deferred PPP loan fees recorded with commercial and financial loans above andloans. For the three months ended March 31, 2021, the Company has $4.28recognized $1.88 million of deferred PPP loan fees recorded net of commercialin interest income and financial loans.has received forgiveness payments totaling $90.31 million from the SBA. For the sixthree months ended June 30,March 31, 2020, there were 0 PPP loan fees recognized and 0 forgiveness payments received from the Company has recognized $0.61 million of fees in interest income.SBA.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Changes in the allowance for loancredit losses, the allowance for loancredit losses applicable to impairedindividually evaluated loans and the related loan balance of impairedindividually evaluated loans for the three and six months ended June 30, 2020March 31, 2021 were as follows:
| | | Three Months Ended June 30, 2020 | | | Three Months Ended March 31, 2021 |
| | Agricultural | | Commercial and Financial | | Real Estate: Construction and land development | | Real Estate: Mortgage, farmland | | Real Estate: Mortgage, 1 to 4 family | | Real Estate: Mortgage, multi- family and commercial | | Other | | Total | | Agricultural | | Commercial and
Financial | | Real Estate:
Construction and
land development | | Real Estate:
Mortgage,
farmland | | Real Estate:
Mortgage, 1 to 4
family | | Real Estate:
Mortgage, multi-
family and
commercial | | Other | | Total |
| | (Amounts In Thousands) | | | (Amounts In Thousands) |
| Allowance for loan losses: | | |
| Beginning balance | $ | 2,760�� | | | $ | 6,680 | | | $ | 2,621 | | | $ | 4,096 | | | $ | 11,752 | | | $ | 9,063 | | | $ | 1,368 | | | $ | 38,340 | | |
| Allowance for credit losses: | | Allowance for credit losses: | |
| Beginning balance, prior to adoption of ASC 326 | | Beginning balance, prior to adoption of ASC 326 | $ | 2,508 | | | $ | 4,885 | | | $ | 2,319 | | | $ | 4,173 | | | $ | 12,368 | | | $ | 9,415 | | | $ | 1,402 | | | $ | 37,070 | |
| Impact of adopting ASC 326 | | Impact of adopting ASC 326 | (328) | | | 298 | | | 327 | | | 763 | | | 522 | | | 1,396 | | | (232) | | | 2,746 | |
| Charge-offs | Charge-offs | (31) | | | (760) | | | (43) | | | (1) | | | (231) | | | (78) | | | (23) | | | (1,167) | | Charge-offs | 0 | | | (30) | | | 0 | | | 0 | | | (75) | | | 0 | | | (66) | | | (171) | |
| Recoveries | Recoveries | 8 | | | 101 | | | 53 | | | — | | | 247 | | | 9 | | | 21 | | | 439 | | Recoveries | 32 | | | 234 | | | 34 | | | 0 | | | 239 | | | 139 | | | 37 | | | 715 | |
| Provision | (190) | | | (244) | | | (198) | | | (6) | | | 514 | | | 179 | | | (47) | | | 8 | | |
| Credit loss expense | | Credit loss expense | (65) | | | (273) | | | (392) | | | (268) | | | (1,558) | | | (1,329) | | | 145 | | | (3,740) | |
| | | |
| Ending balance | Ending balance | $ | 2,547 | | | $ | 5,777 | | | $ | 2,433 | | | $ | 4,089 | | | $ | 12,282 | | | $ | 9,173 | | | $ | 1,319 | | | $ | 37,620 | | Ending balance | $ | 2,147 | | | $ | 5,114 | | | $ | 2,288 | | | $ | 4,668 | | | $ | 11,496 | | | $ | 9,621 | | | $ | 1,286 | | | $ | 36,620 | |
| | Ending balance, individually evaluated for credit losses | | Ending balance, individually evaluated for credit losses | $ | 1 | | | $ | 299 | | | $ | 0 | | | $ | 0 | | | $ | 62 | | | $ | 166 | | | $ | 79 | | | $ | 607 | |
| | Ending balance, collectively evaluated for credit losses | | Ending balance, collectively evaluated for credit losses | $ | 2,146 | | | $ | 4,815 | | | $ | 2,288 | | | $ | 4,668 | | | $ | 11,434 | | | $ | 9,455 | | | $ | 1,207 | | | $ | 36,013 | |
| | Loans: | | Loans: | |
| | Ending balance | | Ending balance | $ | 96,042 | | | $ | 281,337 | | | $ | 184,012 | | | $ | 246,665 | | | $ | 996,379 | | | $ | 790,831 | | | $ | 84,858 | | | $ | 2,680,124 | |
| | Ending balance, individually evaluated for credit losses | | Ending balance, individually evaluated for credit losses | $ | 1,387 | | | $ | 1,947 | | | $ | 521 | | | $ | 1,916 | | | $ | 7,338 | | | $ | 6,145 | | | $ | 79 | | | $ | 19,333 | |
| | Ending balance, collectively evaluated for credit losses | | Ending balance, collectively evaluated for credit losses | $ | 94,655 | | | $ | 279,390 | | | $ | 183,491 | | | $ | 244,749 | | | $ | 989,041 | | | $ | 784,686 | | | $ | 84,779 | | | $ | 2,660,791 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2020 | | | | | | | | | | | | | | |
| | Agricultural | | Commercial and
Financial | | Real Estate:
Construction and
land development | | Real Estate:
Mortgage,
farmland | | Real Estate:
Mortgage, 1 to 4
family | | Real Estate:
Mortgage, multi-
family and
commercial | | Other | | Total |
| | (Amounts In Thousands) | | | | | | | | | | | | | | |
| Allowance for loan losses: | | | | | | | | | | | | | | | |
| Beginning balance | $ | 2,400 | | | $ | 4,988 | | | $ | 2,599 | | | $ | 3,950 | | | $ | 10,638 | | | $ | 7,859 | | | $ | 1,326 | | | $ | 33,760 | |
| Charge-offs | (35) | | | (775) | | | (43) | | | (1) | | | (460) | | | (80) | | | (213) | | | (1,607) | |
| Recoveries | 19 | | | 209 | | | 54 | | | — | | | 434 | | | 23 | | | 71 | | | 810 | |
| Provision | 163 | | | 1,355 | | | (177) | | | 140 | | | 1,670 | | | 1,371 | | | 135 | | | 4,657 | |
| | | | | | | | | | | | | | | |
| Ending balance | $ | 2,547 | | | $ | 5,777 | | | $ | 2,433 | | | $ | 4,089 | | | $ | 12,282 | | | $ | 9,173 | | | $ | 1,319 | | | $ | 37,620 | |
| | | | | | | | | | | | | | | |
| Ending balance, individually evaluated for impairment | $ | 94 | | | $ | 747 | | | $ | 6 | | | $ | 3 | | | $ | 140 | | | $ | 1 | | | $ | — | | | $ | 991 | |
| | | | | | | | | | | | | | | |
| Ending balance, collectively evaluated for impairment | $ | 2,453 | | | $ | 5,030 | | | $ | 2,427 | | | $ | 4,086 | | | $ | 12,142 | | | $ | 9,172 | | | $ | 1,319 | | | $ | 36,629 | |
| | | | | | | | | | | | | | | |
| Loans: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Ending balance | $ | 94,101 | | | $ | 335,784 | | | $ | 188,183 | | | $ | 246,781 | | | $ | 1,029,876 | | | $ | 772,322 | | | $ | 85,844 | | | $ | 2,752,891 | |
| | | | | | | | | | | | | | | |
| Ending balance, individually evaluated for impairment | $ | 2,035 | | | $ | 2,575 | | | $ | 1,614 | | | $ | 2,948 | | | $ | 8,263 | | | $ | 3,866 | | | $ | — | | | $ | 21,301 | |
| | | | | | | | | | | | | | | |
| Ending balance, collectively evaluated for impairment | $ | 92,066 | | | $ | 333,209 | | | $ | 186,569 | | | $ | 243,833 | | | $ | 1,021,613 | | | $ | 768,456 | | | $ | 85,844 | | | $ | 2,731,590 | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Changes in the allowance for loan losses for the three and six months ended June 30, 2019March 31, 2020 were as follows:
| | | Three Months Ended June 30, 2019 | | | Three Months Ended March 31, 2020 |
| | Agricultural | | Commercial and Financial | | Real Estate: Construction and land development | | Real Estate: Mortgage, farmland | | Real Estate: Mortgage, 1 to 4 family | | Real Estate: Mortgage, multi- family and commercial | | Other | | Total | | Agricultural | | Commercial and
Financial | | Real Estate:
Construction and
land development | | Real Estate:
Mortgage,
farmland | | Real Estate:
Mortgage,
1 to 4 family | | Real Estate:
Mortgage, multi-
family and
commercial | | Other | | Total |
| | (Amounts In Thousands) | | | (Amounts In Thousands) |
| Allowance for loan losses: | Allowance for loan losses: | | Allowance for loan losses: | |
| Beginning balance | Beginning balance | $ | 2,541 | | | $ | 6,004 | | | $ | 2,928 | | | $ | 3,871 | | | $ | 11,630 | | | $ | 8,223 | | | $ | 1,323 | | | $ | 36,520 | | Beginning balance | $ | 2,400 | | | $ | 4,988 | | | $ | 2,599 | | | $ | 3,950 | | | $ | 10,638 | | | $ | 7,859 | | | $ | 1,326 | | | $ | 33,760 | |
| Charge-offs | Charge-offs | — | | | (284) | | | (1) | | | — | | | (202) | | | (129) | | | (126) | | | (742) | | Charge-offs | (4) | | | (15) | | | 0 | | | 0 | | | (229) | | | (2) | | | (190) | | | (440) | |
| Recoveries | Recoveries | 59 | | | 139 | | | 2 | | | — | | | 149 | | | 2 | | | 61 | | | 412 | | Recoveries | 10 | | | 108 | | | 2 | | | 0 | | | 187 | | | 14 | | | 50 | | | 371 | |
| Provision | Provision | (65) | | | (256) | | | (283) | | | 20 | | | (193) | | | 98 | | | 139 | | | (540) | | Provision | 354 | | | 1,599 | | | 20 | | | 146 | | | 1,156 | | | 1,192 | | | 182 | | | 4,649 | |
| | | | |
| Ending balance | Ending balance | $ | 2,535 | | | $ | 5,603 | | | $ | 2,646 | | | $ | 3,891 | | | $ | 11,384 | | | $ | 8,194 | | | $ | 1,397 | | | $ | 35,650 | | Ending balance | $ | 2,760 | | | $ | 6,680 | | | $ | 2,621 | | | $ | 4,096 | | | $ | 11,752 | | | $ | 9,063 | | | $ | 1,368 | | | $ | 38,340 | |
| | Ending balance, individually evaluated for impairment | | Ending balance, individually evaluated for impairment | $ | 217 | | | $ | 1,534 | | | $ | 0 | | | $ | 3 | | | $ | 176 | | | $ | 0 | | | $ | 2 | | | $ | 1,932 | |
| | Ending balance, collectively evaluated for impairment | | Ending balance, collectively evaluated for impairment | $ | 2,543 | | | $ | 5,146 | | | $ | 2,621 | | | $ | 4,093 | | | $ | 11,576 | | | $ | 9,063 | | | $ | 1,366 | | | $ | 36,408 | |
| | Loans: | | Loans: | | | | | | | | | | | | | | | |
| | Ending balance | | Ending balance | $ | 96,811 | | | $ | 228,074 | | | $ | 186,265 | | | $ | 246,203 | | | $ | 1,054,395 | | | $ | 767,394 | | | $ | 84,666 | | | $ | 2,663,808 | |
| | Ending balance, individually evaluated for impairment | | Ending balance, individually evaluated for impairment | $ | 1,884 | | | $ | 3,853 | | | $ | 418 | | | $ | 4,130 | | | $ | 8,773 | | | $ | 3,669 | | | $ | 2 | | | $ | 22,729 | |
| | Ending balance, collectively evaluated for impairment | | Ending balance, collectively evaluated for impairment | $ | 94,927 | | | $ | 224,221 | | | $ | 185,847 | | | $ | 242,073 | | | $ | 1,045,622 | | | $ | 763,725 | | | $ | 84,664 | | | $ | 2,641,079 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2019 | | | | | | | | | | | | | | |
| | Agricultural | | Commercial and
Financial | | Real Estate:
Construction and
land development | | Real Estate:
Mortgage,
farmland | | Real Estate:
Mortgage,
1 to 4 family | | Real Estate:
Mortgage, multi-
family and
commercial | | Other | | Total |
| | (Amounts In Thousands) | | | | | | | | | | | | | | |
| Allowance for loan losses: | | | | | | | | | | | | | | | |
| Beginning balance | $ | 2,789 | | | $ | 5,826 | | | $ | 3,292 | | | $ | 3,972 | | | $ | 12,516 | | | $ | 8,165 | | | $ | 1,250 | | | $ | 37,810 | |
| Charge-offs | — | | | (464) | | | (9) | | | — | | | (379) | | | (133) | | | (234) | | | (1,219) | |
| Recoveries | 69 | | | 323 | | | 4 | | | 5 | | | 259 | | | 88 | | | 97 | | | 845 | |
| Provision | (323) | | | (82) | | | (641) | | | (86) | | | (1,012) | | | 74 | | | 284 | | | (1,786) | |
| | | | | | | | | | | | | | | |
| Ending balance | $ | 2,535 | | | $ | 5,603 | | | $ | 2,646 | | | $ | 3,891 | | | $ | 11,384 | | | $ | 8,194 | | | $ | 1,397 | | | $ | 35,650 | |
| | | | | | | | | | | | | | | |
| Ending balance, individually evaluated for impairment | $ | 213 | | | $ | 1,059 | | | $ | — | | | $ | — | | | $ | 70 | | | $ | 1 | | | $ | 40 | | | $ | 1,383 | |
| | | | | | | | | | | | | | | |
| Ending balance, collectively evaluated for impairment | $ | 2,322 | | | $ | 4,544 | | | $ | 2,646 | | | $ | 3,891 | | | $ | 11,314 | | | $ | 8,193 | | | $ | 1,357 | | | $ | 34,267 | |
| | | | | | | | | | | | | | | |
| Loans: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Ending balance | $ | 91,215 | | | $ | 225,990 | | | $ | 172,740 | | | $ | 238,779 | | | $ | 1,069,126 | | | $ | 756,869 | | | $ | 83,898 | | | $ | 2,638,617 | |
| | | | | | | | | | | | | | | |
| Ending balance, individually evaluated for impairment | $ | 1,930 | | | $ | 4,213 | | | $ | 458 | | | $ | 4,170 | | | $ | 6,956 | | | $ | 2,084 | | | $ | 40 | | | $ | 19,851 | |
| | | | | | | | | | | | | | | |
| Ending balance, collectively evaluated for impairment | $ | 89,285 | | | $ | 221,777 | | | $ | 172,282 | | | $ | 234,609 | | | $ | 1,062,170 | | | $ | 754,785 | | | $ | 83,858 | | | $ | 2,618,766 | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following table presentsChanges in the allowance for credit losses for off-balance sheet credit exposures for the three months ended March 31, 2021 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2021 |
| Agricultural | | Commercial and
Financial | | Real Estate:
Construction and
land development | | Real Estate:
Mortgage,
farmland | | Real Estate:
Mortgage, 1 to 4
family | | Real Estate:
Mortgage, multi-
family and
commercial | | Other | | Total |
| (Amounts In Thousands) |
| Allowance for credit losses for off-balance sheet credit exposures: | | | | | | | | | | | | | | | |
| Beginning balance, prior to adoption of ASC 326 | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Impact of adopting ASC 326 | 385 | | | 1,585 | | | 736 | | | 180 | | | 471 | | | 212 | | | 15 | | | 3,584 | |
| Credit loss expense | 58 | | | 239 | | | 197 | | | 22 | | | 175 | | | 38 | | | 27 | | | 756 | |
| (Charge-offs), net recoveries | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| | | | | | | | | | | | | | | |
| Ending balance | $ | 443 | | | $ | 1,824 | | | $ | 933 | | | $ | 202 | | | $ | 646 | | | $ | 250 | | | $ | 42 | | | $ | 4,340 | |
| | | | | | | | | | | | | | | |
Credit loss expense for off-balance sheet credit exposures is included in credit loss expense on the consolidated statement of income for the three months ended March 31, 2021.
Management regularly reviews loans in the portfolio to assess credit quality indicators by type ofand to determine appropriate loan classification and grading in accordance with applicable bank regulations. The Company's risk rating methodology assigns risk ratings ranging from 1 to 6, where a higher rating represents higher risk. The Company differentiates its lending portfolios into loans in each category as of June 30, 2020sharing common risk characteristics for which expected credit loss is measured on a pool basis and December 31, 2019, respectively (amounts in thousands):loans not sharing common risk characteristics for which credit loss is measured individually.
| | | | | | | | | | | | | | | | | | | | | | | |
| Agricultural | | Commercial and
Financial | | Real Estate:
Construction, 1 to 4
family residential | | Real Estate:
Construction, land
development and
commercial |
| June 30, 2020 | | | | | | | |
| Grade: | | | | | | | |
| Excellent | $ | 3,017 | | | $ | 15,179 | | | $ | 2 | | | $ | 237 | |
| Good | 13,532 | | | 61,937 | | | 7,672 | | | 15,516 | |
| Satisfactory | 42,587 | | | 188,587 | | | 51,897 | | | 56,622 | |
| Monitor | 26,947 | | | 55,891 | | | 17,706 | | | 29,124 | |
| Special Mention | 5,421 | | | 9,206 | | | 884 | | | 7,171 | |
| Substandard | 2,597 | | | 4,984 | | | 566 | | | 786 | |
| Total | $ | 94,101 | | | $ | 335,784 | | | $ | 78,727 | | | $ | 109,456 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Real Estate:
Mortgage,
farmland | | Real Estate:
Mortgage, 1 to 4
family first liens | | Real Estate: Mortgage,
1 to 4 family junior
liens | | Real Estate:
Mortgage, multi-
family |
| June 30, 2020 | | | | | | | |
| Grade: | | | | | | | |
| Excellent | $ | 6,704 | | | $ | 2,479 | | | $ | 261 | | | $ | 17,974 | |
| Good | 43,153 | | | 34,744 | | | 3,531 | | | 52,676 | |
| Satisfactory | 132,937 | | | 723,717 | | | 123,921 | | | 194,594 | |
| Monitor | 54,652 | | | 105,212 | | | 4,868 | | | 64,038 | |
| Special Mention | 5,928 | | | 12,014 | | | 1,442 | | | 13,458 | |
| Substandard | 3,407 | | | 15,847 | | | 1,840 | | | 18,466 | |
| Total | $ | 246,781 | | | $ | 894,013 | | | $ | 135,863 | | | $ | 361,206 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Real Estate:
Mortgage,
commercial | | Loans to
individuals | | Obligations of state and
political subdivisions | | Total |
| June 30, 2020 | | | | | | | |
| Grade: | | | | | | | |
| Excellent | $ | 28,228 | | | $ | — | | | $ | 7,142 | | | $ | 81,223 | |
| Good | 79,123 | | | 176 | | | 14,092 | | | 326,152 | |
| Satisfactory | 207,053 | | | 29,358 | | | 26,385 | | | 1,777,658 | |
| Monitor | 75,112 | | | 384 | | | 7,936 | | | 441,870 | |
| Special Mention | 17,600 | | | 151 | | | 150 | | | 73,425 | |
| Substandard | 4,000 | | | 70 | | | — | | | 52,563 | |
| Total | $ | 411,116 | | | $ | 30,139 | | | $ | 55,705 | | | $ | 2,752,891 | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Agricultural | | Commercial and
Financial | | Real Estate:
Construction, 1 to 4
family residential | | Real Estate:
Construction, land
development and
commercial |
| December 31, 2019 | | | | | | | |
| Grade: | | | | | | | |
| Excellent | $ | 3,594 | | | $ | 3,461 | | | $ | 260 | | | $ | 190 | |
| Good | 12,380 | | | 47,843 | | | 8,868 | | | 23,217 | |
| Satisfactory | 43,308 | | | 117,114 | | | 51,093 | | | 47,987 | |
| Monitor | 24,857 | | | 44,543 | | | 17,505 | | | 29,009 | |
| Special Mention | 3,110 | | | 5,157 | | | 2,483 | | | 7,428 | |
| Substandard | 4,068 | | | 3,205 | | | — | | | 579 | |
| Total | $ | 91,317 | | | $ | 221,323 | | | $ | 80,209 | | | $ | 108,410 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Real Estate:
Mortgage,
farmland | | Real Estate:
Mortgage, 1 to 4
family first liens | | Real Estate: Mortgage,
1 to 4 family junior
liens | | Real Estate:
Mortgage, multi-
family |
| December 31, 2019 | | | | | | | |
| Grade: | | | | | | | |
| Excellent | $ | 3,630 | | | $ | 3,209 | | | $ | 261 | | | $ | 18,955 | |
| Good | 40,118 | | | 32,474 | | | 4,233 | | | 47,871 | |
| Satisfactory | 134,738 | | | 751,215 | | | 136,079 | | | 189,391 | |
| Monitor | 53,147 | | | 96,353 | | | 5,473 | | | 60,965 | |
| Special Mention | 3,033 | | | 11,167 | | | 1,469 | | | 27,559 | |
| Substandard | 8,064 | | | 16,324 | | | 1,712 | | | 6,020 | |
| Total | $ | 242,730 | | | $ | 910,742 | | | $ | 149,227 | | | $ | 350,761 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Real Estate:
Mortgage,
commercial | | Loans to
individuals | | Obligations of state and
political subdivisions | | Total |
| December 31, 2019 | | | | | | | |
| Grade: | | | | | | | |
| Excellent | $ | 27,017 | | | $ | — | | | $ | 7,444 | | | $ | 68,021 | |
| Good | 79,467 | | | 221 | | | 14,465 | | | 311,157 | |
| Satisfactory | 206,196 | | | 31,385 | | | 20,274 | | | 1,728,780 | |
| Monitor | 81,381 | | | 437 | | | 7,323 | | | 420,993 | |
| Special Mention | 4,802 | | | 212 | | | 390 | | | 66,810 | |
| Substandard | 3,318 | | | 53 | | | — | | | 43,343 | |
| Total | $ | 402,181 | | | $ | 32,308 | | | $ | 49,896 | | | $ | 2,639,104 | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The below are descriptions of the credit quality indicators:
Excellent – Excellent rated loans are prime quality loans covered by highly liquid collateral with generous margins or supported by superior current financial conditions reflecting substantial net worth, relative to total credit extended, and based on assets of a stable and non-speculative nature whose values can be readily verified. Identified repayment source or cash flow is abundant and assured. Loans are secured with cash, cash equivalents, or collateral with very low loan to values. The borrower would qualify for unsecured debt and guarantors provide excellent secondary support to the relationship. The borrower has a long-term relationship with Hills Bank, maintains high deposit balances and has an established payment history with Hills Bank and an established business in an established industry.
Good – Good rated loans are adequately secured by readily marketable collateral or good financial condition characterized by liquidity, flexibility and sound net worth. Loans are supported by sound primary and secondary payment sources and timely and accurate financial information. The relationship is not quite as strong as a borrower that is assigned an excellent rating but still has a very strong liquidity position, low leverage, and track record of strong performance. These loans have a strong collateral position with limited risk to bank capital. The collateral will not materially lose value in a distressed liquidation. Guarantors provide additional secondary support to mitigate possible bank losses. The borrower has a long-term relationship with Hills Bank with an established track record of payments; loans with shorter remaining loan amortization; deposit balances are consistent; loan payments could be made from cash reserves in the interim period; and source of income is coming from a stable industry.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Satisfactory – Satisfactory rated loans are loans to borrowers of average financial means not especially vulnerable to changes in economic or other circumstances, where the major support for the extension is sufficient collateral of a marketable nature, and the primary source of repayment is seen to be clear and adequate. The borrower's financial performance is consistent, ratios and trends are positive and the primary repayment source can clearly be identified and supported with acceptable financial information. The loan relationship could be vulnerable to changes in economic or industry conditions but have the ability to absorb unexpected issues. The loan collateral coverage is considered acceptable and guarantors can provide financial support but net worth might not be as liquid as a 1 or 2 rated relationship. The borrower has an established relationship with Hills Bank. The relationship is making timely loan payments, any operating line is revolving and deposit balances are positive with limited to no overdrafts. Management and industry is considered stable.
Monitor – Monitor rated loans are identified by management as warranting special attention for a variety of reasons that may bear on ultimate collectability. This may be due to adverse trends, a particular industry, loan structure, or repayment that is dependent on projections, or a one-time occurrence.occurrence. The relationship liquidity levels are minimal and the borrower’s leverage position is brought into question. The primary repayment source is showing signs of being stressed or is not proven. If the borrower performs as planned, the loan will be repaid. The collateral coverage is still considered acceptable but there might be some concern with the type of real estate securing the debt or highly dependent on chattel assets. Some loans may be better secured than others. Guarantors still provide some support but there is not an abundance of financial strength supporting the guaranty. A monitor credit may be appropriate when the borrower is experiencing rapid growth which is impacting liquidity levels and increasing debt levels. Other attributes to consider would include if the business is a start-up or newly acquired, if the relationship has significant financing relationships with other financial institutions, the quality of financial information being received, management depth of the company, and changes to the business model. The track history with Hills Bank has some deficiencies such as slow payments or some overdrafts.
Special Mention – Special mention rated loans are supported by a marginal payment capacity and are marginally protected by collateral. There are identified weaknesses that if not monitored and corrected may adversely affect the Company’s credit position. A special mention credit would typically have a weakness in one of the general categories (cash flow, collateral position or payment history) but not in all categories. Potential indicators of a special mention would include past due payments, overdrafts, management issues, poor financial performance, industry issues, or the need for additional short-term borrowing. The ability to continue to make payments is in question; there are “red flags” such as past due payments, non-revolving credit lines, overdrafts, and the inability to sell assets. The borrower is experiencing delinquent taxes, legal issues, etc., obtaining financial information has become a challenge, collateral coverage is marginal at best, and the value and condition could be brought into question. Collateral document deficiencies have been noted and if not addressed, could become material. Guarantors provide minimal support for this relationship. The credit may include an action plan or follow up established in the asset quality process. There is a change in the borrower’s communication pattern. Industry issues may be impacting the relationship. Adverse credit scores or history of payment deficiencies could be noted.
Substandard – Substandard loans are not adequately supported by the paying capacity of the borrower and may be inadequately collateralized. These loans have a well-defined weakness or weaknesses. Full repayment of the loan(s) according to the original terms and conditions is in question or not expected. For these loans, it is more probable than not that the Company could sustain some loss if the deficiency(ies) is not corrected. There are identified shortfalls in the primary repayment source such as carry over debt, past due payments, and overdrafts. Obtaining quality and timely financial information is a weakness. The loan is under secured with exposure that could impact bank capital. It appears the liquidation of collateral has become the repayment source. The collateral may be difficult to foreclose or have little to no value. Collateral documentation deficiencies have been noted during the review process. Guarantor(s) provide minimal to no support of the relationship. The borrower’s communication with the bank continues to decrease and the borrower is not addressing the situation. There is some concern about the borrower’s ability and willingness to repay the loans. Problems may be the result of external issues such as economic or industry related issues.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following tables present the credit quality indicators and origination years by type of loan in each category as of March 31, 2021 (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Agricultural |
| March 31, 2021 | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Revolving Loans Amortized Cost Basis | Total |
| | | | | | | | |
| Grade: | | | | | | | | |
| Excellent | $ | 301 | | $ | 252 | | $ | 64 | | $ | 27 | | $ | — | | $ | 0 | | $ | 3,519 | | $ | 4,163 | |
| Good | 214 | | 2,573 | | 853 | | 85 | | 71 | | 45 | | 7,791 | | 11,632 | |
| Satisfactory | 2,571 | | 11,070 | | 2,476 | | 3,160 | | 768 | | 237 | | 21,427 | | 41,709 | |
| Monitor | 4,586 | | 7,247 | | 1,394 | | 752 | | 193 | | 538 | | 15,406 | | 30,116 | |
| Special Mention | 998 | | 1,410 | | 215 | | 215 | | 17 | | 22 | | 3,602 | | 6,479 | |
| Substandard | 460 | | 732 | | 132 | | 316 | | 0 | | 0 | | 303 | | 1,943 | |
| Total | $ | 9,130 | | $ | 23,284 | | $ | 5,134 | | $ | 4,555 | | $ | 1,049 | | $ | 842 | | $ | 52,048 | | $ | 96,042 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial and Financial |
| March 31, 2021 | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Revolving Loans Amortized Cost Basis | Total |
| | | | | | | | |
| Grade: | | | | | | | | |
| Excellent | $ | 2,464 | | $ | 1,951 | | $ | 27 | | $ | 300 | | $ | 65 | | $ | 3 | | $ | 3,451 | | $ | 8,261 | |
| Good | 7,092 | | 17,883 | | 3,605 | | 1,427 | | 562 | | 3,213 | | 10,025 | | 43,807 | |
| Satisfactory | 39,203 | | 56,992 | | 11,322 | | 5,557 | | 3,429 | | 1,741 | | 39,126 | | 157,370 | |
| Monitor | 10,463 | | 24,354 | | 5,822 | | 1,848 | | 1,588 | | 889 | | 15,028 | | 59,992 | |
| Special Mention | 873 | | 1,306 | | 793 | | 127 | | 10 | | 1,332 | | 621 | | 5,062 | |
| Substandard | 1,703 | | 2,197 | | 320 | | 133 | | 154 | | 0 | | 2,338 | | 6,845 | |
| Total | $ | 61,798 | | $ | 104,683 | | $ | 21,889 | | $ | 9,392 | | $ | 5,808 | | $ | 7,178 | | $ | 70,589 | | $ | 281,337 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Real Estate: Construction, 1 to 4 Family Residential |
| March 31, 2021 | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Revolving Loans Amortized Cost Basis | Total |
| | | | | | | | |
| Grade: | | | | | | | | |
| Excellent | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | |
| Good | 0 | | 1,212 | | 0 | | 0 | | 0 | | 0 | | 14,281 | | 15,493 | |
| Satisfactory | 3,046 | | 4,372 | | 0 | | 0 | | 0 | | 0 | | 36,137 | | 43,555 | |
| Monitor | 1,023 | | 487 | | 0 | | 0 | | 0 | | 0 | | 10,889 | | 12,399 | |
| Special Mention | 0 | | 878 | | 0 | | 0 | | 0 | | 0 | | 726 | | 1,604 | |
| Substandard | 111 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 111 | |
| Total | $ | 4,180 | | $ | 6,949 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 62,033 | | $ | 73,162 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Real Estate: Construction, Land Development and Commercial |
| March 31, 2021 | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Revolving Loans Amortized Cost Basis | Total |
| | | | | | | | |
| Grade: | | | | | | | | |
| Excellent | $ | 0 | | $ | 56 | | $ | 0 | | $ | 0 | | $ | 156 | | $ | 8 | | $ | 0 | | $ | 220 | |
| Good | 981 | | 3,143 | | 125 | | 0 | | 156 | | 174 | | 10,160 | | 14,739 | |
| Satisfactory | 5,375 | | 11,714 | | 4,091 | | 443 | | 1,057 | | 215 | | 40,034 | | 62,929 | |
| Monitor | 1,313 | | 2,819 | | 352 | | 170 | | 267 | | 0 | | 19,221 | | 24,142 | |
| Special Mention | 41 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 41 | |
| Substandard | 0 | | 7,304 | | 202 | | 0 | | 0 | | 0 | | 1,273 | | 8,779 | |
| Total | $ | 7,710 | | $ | 25,036 | | $ | 4,770 | | $ | 613 | | $ | 1,636 | | $ | 397 | | $ | 70,688 | | $ | 110,850 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Real Estate: Mortgage, Farmland |
| March 31, 2021 | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Revolving Loans Amortized Cost Basis | Total |
| | | | | | | | |
| Grade: | | | | | | | | |
| Excellent | $ | 0 | | $ | 4,354 | | $ | 161 | | $ | 230 | | $ | 106 | | $ | 124 | | $ | 147 | | $ | 5,122 | |
| Good | 3,602 | | 15,048 | | 3,748 | | 2,452 | | 6,152 | | 6,715 | | 3,907 | | 41,624 | |
| Satisfactory | 16,262 | | 52,610 | | 14,115 | | 11,481 | | 13,570 | | 17,553 | | 10,140 | | 135,731 | |
| Monitor | 1,004 | | 24,907 | | 8,879 | | 5,049 | | 2,168 | | 8,253 | | 4,746 | | 55,006 | |
| Special Mention | 3,985 | | 718 | | 0 | | 0 | | 1,175 | | 213 | | 0 | | 6,091 | |
| Substandard | 1,765 | | 458 | | 608 | | 52 | | 0 | | 208 | | 0 | | 3,091 | |
| Total | $ | 26,618 | | $ | 98,095 | | $ | 27,511 | | $ | 19,264 | | $ | 23,171 | | $ | 33,066 | | $ | 18,940 | | $ | 246,665 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Real Estate: Mortgage, 1 to 4 Family First Liens |
| March 31, 2021 | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Revolving Loans Amortized Cost Basis | Total |
| | | | | | | | |
| Grade: | | | | | | | | |
| Excellent | $ | 470 | | $ | 949 | | $ | 447 | | $ | 28 | | $ | 291 | | $ | 468 | | $ | 0 | | $ | 2,653 | |
| Good | 947 | | 15,344 | | 3,718 | | 3,802 | | 3,961 | | 12,895 | | 4,843 | | 45,510 | |
| Satisfactory | 36,959 | | 213,829 | | 92,157 | | 93,035 | | 81,556 | | 162,303 | | 6,363 | | 686,202 | |
| Monitor | 5,387 | | 61,787 | | 8,405 | | 8,158 | | 10,407 | | 17,989 | | 2,591 | | 114,724 | |
| Special Mention | 455 | | 5,104 | | 1,685 | | 1,656 | | 1,296 | | 2,507 | | 44 | | 12,747 | |
| Substandard | 707 | | 1,781 | | 1,426 | | 1,599 | | 858 | | 8,378 | | 0 | | 14,749 | |
| Total | $ | 44,925 | | $ | 298,794 | | $ | 107,838 | | $ | 108,278 | | $ | 98,369 | | $ | 204,540 | | $ | 13,841 | | $ | 876,585 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Real Estate: Mortgage, 1 to 4 Family Junior Liens |
| March 31, 2021 | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Revolving Loans Amortized Cost Basis | Total |
| | | | | | | | |
| Grade: | | | | | | | | |
| Excellent | $ | 0 | | $ | 17 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 48 | | $ | 65 | |
| Good | 34 | | 1,076 | | 295 | | 0 | | 113 | | 524 | | 1,773 | | 3,815 | |
| Satisfactory | 2,095 | | 12,904 | | 7,933 | | 10,255 | | 7,843 | | 10,421 | | 55,990 | | 107,441 | |
| Monitor | 116 | | 1,300 | | 369 | | 460 | | 295 | | 367 | | 2,454 | | 5,361 | |
| Special Mention | 65 | | 547 | | 63 | | 93 | | 96 | | 177 | | 419 | | 1,460 | |
| Substandard | 0 | | 394 | | 80 | | 461 | | 141 | | 196 | | 380 | | 1,652 | |
| Total | $ | 2,310 | | $ | 16,238 | | $ | 8,740 | | $ | 11,269 | | $ | 8,488 | | $ | 11,685 | | $ | 61,064 | | $ | 119,794 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Real Estate: Mortgage, Multi-Family |
| March 31, 2021 | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Revolving Loans Amortized Cost Basis | Total |
| | | | | | | | |
| Grade: | | | | | | | | |
| Excellent | $ | 0 | | $ | 13,713 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 749 | | $ | 0 | | $ | 14,462 | |
| Good | 5,322 | | 36,331 | | 2,017 | | 2,022 | | 3,443 | | 10,460 | | 0 | | 59,595 | |
| Satisfactory | 3,852 | | 118,889 | | 26,494 | | 926 | | 14,977 | | 19,132 | | 14,672 | | 198,942 | |
| Monitor | 17,033 | | 40,166 | | 799 | | 1,199 | | 1,625 | | 1,726 | | 7,856 | | 70,404 | |
| Special Mention | 0 | | 13,604 | | 1,695 | | 0 | | 0 | | 0 | | 0 | | 15,299 | |
| Substandard | 12,398 | | 76 | | 0 | | 0 | | 0 | | 5,691 | | 0 | | 18,165 | |
| Total | $ | 38,605 | | $ | 222,779 | | $ | 31,005 | | $ | 4,147 | | $ | 20,045 | | $ | 37,758 | | $ | 22,528 | | $ | 376,867 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Real Estate: Mortgage, Commercial |
| March 31, 2021 | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Revolving Loans Amortized Cost Basis | Total |
| | | | | | | | |
| Grade: | | | | | | | | |
| Excellent | $ | 2,219 | | $ | 18,520 | | $ | 0 | | $ | 0 | | $ | 3,676 | | $ | 1,042 | | $ | 0 | | $ | 25,457 | |
| Good | 10,557 | | 46,563 | | 3,598 | | 3,449 | | 10,292 | | 7,965 | | 10,516 | | 92,940 | |
| Satisfactory | 13,590 | | 70,748 | | 18,743 | | 16,757 | | 21,038 | | 31,772 | | 13,042 | | 185,690 | |
| Monitor | 7,281 | | 60,428 | | 6,487 | | 1,875 | | 2,619 | | 3,542 | | 3,765 | | 85,997 | |
| Special Mention | 0 | | 8,461 | | 308 | | 929 | | 2,031 | | 6,549 | | 0 | | 18,278 | |
| Substandard | 316 | | 3,650 | | 0 | | 221 | | 0 | | 1,415 | | 0 | | 5,602 | |
| Total | $ | 33,963 | | $ | 208,370 | | $ | 29,136 | | $ | 23,231 | | $ | 39,656 | | $ | 52,285 | | $ | 27,323 | | $ | 413,964 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loans to Individuals |
| March 31, 2021 | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Revolving Loans Amortized Cost Basis | Total |
| | | | | | | | |
| Grade: | | | | | | | | |
| Excellent | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 1 | | $ | 1 | |
| Good | 5 | | 6 | | 86 | | 27 | | 10 | | 0 | | 1 | | 135 | |
| Satisfactory | 3,402 | | 9,971 | | 4,002 | | 2,067 | | 412 | | 9,273 | | 55 | | 29,182 | |
| Monitor | 143 | | 240 | | 59 | | 79 | | 7 | | 1 | | 2 | | 531 | |
| Special Mention | 13 | | 51 | | 40 | | 15 | | 9 | | 5 | | 2 | | 135 | |
| Substandard | 0 | | 50 | | 18 | | 9 | | 7 | | 0 | | 2 | | 86 | |
| Total | $ | 3,563 | | $ | 10,318 | | $ | 4,205 | | $ | 2,197 | | $ | 445 | | $ | 9,279 | | $ | 63 | | $ | 30,070 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Obligations of State and Political Subdivisions |
| March 31, 2021 | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Revolving Loans Amortized Cost Basis | Total |
| | | | | | | | |
| Grade: | | | | | | | | |
| Excellent | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 6,617 | | $ | 0 | | $ | 6,617 | |
| Good | 0 | | 3,306 | | 0 | | 0 | | 0 | | 9,572 | | 0 | | 12,878 | |
| Satisfactory | 0 | | 2,171 | | 1,797 | | 892 | | 11,664 | | 1,599 | | 7,234 | | 25,357 | |
| Monitor | 0 | | 851 | | 217 | | 104 | | 189 | | 5,008 | | 3,422 | | 9,791 | |
| Special Mention | 0 | | 0 | | 0 | | 0 | | 0 | | 145 | | 0 | | 145 | |
| Substandard | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | |
| Total | $ | 0 | | $ | 6,328 | | $ | 2,014 | | $ | 996 | | $ | 11,853 | | $ | 22,941 | | $ | 10,656 | | $ | 54,788 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following table presents the credit quality indicators by type of loans in each category as of December 31, 2020 (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | Agricultural | | Commercial and
Financial | | Real Estate:
Construction, 1 to 4
family residential | | Real Estate:
Construction, land
development and
commercial |
| December 31, 2020 | | | | | | | |
| Grade: | | | | | | | |
| Excellent | $ | 3,761 | | | $ | 9,024 | | | $ | 0 | | | $ | 227 | |
| Good | 12,369 | | | 62,310 | | | 13,675 | | | 15,187 | |
| Satisfactory | 42,015 | | | 144,999 | | | 41,616 | | | 64,301 | |
| Monitor | 29,381 | | | 56,439 | | | 13,654 | | | 23,368 | |
| Special Mention | 5,143 | | | 8,258 | | | 1,857 | | | 7,137 | |
| Substandard | 2,173 | | | 5,212 | | | 315 | | | 1,693 | |
| Total | $ | 94,842 | | | $ | 286,242 | | | $ | 71,117 | | | $ | 111,913 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Real Estate:
Mortgage,
farmland | | Real Estate:
Mortgage, 1 to 4
family first liens | | Real Estate: Mortgage,
1 to 4 family junior
liens | | Real Estate:
Mortgage, multi-
family |
| December 31, 2020 | | | | | | | |
| Grade: | | | | | | | |
| Excellent | $ | 5,706 | | | $ | 2,303 | | | $ | 204 | | | $ | 14,650 | |
| Good | 41,878 | | | 47,233 | | | 3,707 | | | 57,281 | |
| Satisfactory | 129,210 | | | 701,273 | | | 115,731 | | | 197,493 | |
| Monitor | 61,298 | | | 114,207 | | | 5,153 | | | 70,885 | |
| Special Mention | 6,074 | | | 12,890 | | | 1,307 | | | 15,374 | |
| Substandard | 2,976 | | | 14,183 | | | 1,731 | | | 18,331 | |
| Total | $ | 247,142 | | | $ | 892,089 | | | $ | 127,833 | | | $ | 374,014 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Real Estate:
Mortgage,
commercial | | Loans to
individuals | | Obligations of state and
political subdivisions | | Total |
| December 31, 2020 | | | | | | | |
| Grade: | | | | | | | |
| Excellent | $ | 26,940 | | | $ | 1 | | | $ | 6,752 | | | $ | 69,568 | |
| Good | 92,699 | | | 145 | | | 13,094 | | | 359,578 | |
| Satisfactory | 196,310 | | | 30,487 | | | 26,571 | | | 1,690,006 | |
| Monitor | 77,125 | | | 479 | | | 9,924 | | | 461,913 | |
| Special Mention | 19,731 | | | 127 | | | 147 | | | 78,045 | |
| Substandard | 4,334 | | | 86 | | | 0 | | | 51,034 | |
| Total | $ | 417,139 | | | $ | 31,325 | | | $ | 56,488 | | | $ | 2,710,144 | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Past due loans as of June 30, 2020March 31, 2021 and December 31, 20192020 were as follows:
| | | | 30 - 59 Days
Past Due | | 60 - 89 Days
Past Due | | 90 Days
or More
Past Due | | Total Past
Due | | Current | | Total
Loans
Receivable | | Accruing Loans
Past Due 90
Days or More | | 30 - 59 Days
Past Due | | 60 - 89 Days
Past Due | | 90 Days
or More
Past Due | | Total Past
Due | | Current | | Total
Loans
Receivable | | Accruing Loans
Past Due 90
Days or More |
| | | (Amounts In Thousands) | | | (Amounts In Thousands) |
| June 30, 2020 | | |
| March 31, 2021 | | March 31, 2021 | |
| Agricultural | Agricultural | $ | 112 | | | $ | — | | | $ | 572 | | | $ | 684 | | | $ | 93,417 | | | $ | 94,101 | | | $ | 329 | | Agricultural | $ | 422 | | | $ | 486 | | | $ | 295 | | | $ | 1,203 | | | $ | 94,839 | | | $ | 96,042 | | | $ | 0 | |
| Commercial and financial | Commercial and financial | 1,016 | | | 473 | | | 84 | | | 1,573 | | | 334,211 | | | 335,784 | | | 4 | | Commercial and financial | 1,435 | | | 174 | | | 122 | | | 1,731 | | | 279,606 | | | 281,337 | | | 2 | |
| Real estate: | Real estate: | | Real estate: | |
| Construction, 1 to 4 family residential | Construction, 1 to 4 family residential | 2,427 | | | 10 | | | 424 | | | 2,861 | | | 75,866 | | | 78,727 | | | 424 | | Construction, 1 to 4 family residential | 642 | | | 97 | | | 0 | | | 739 | | | 72,423 | | | 73,162 | | | 0 | |
| Construction, land development and commercial | Construction, land development and commercial | 45 | | | 214 | | | 566 | | | 825 | | | 108,631 | | | 109,456 | | | — | | Construction, land development and commercial | 478 | | | 0 | | | 0 | | | 478 | | | 110,372 | | | 110,850 | | | 0 | |
| Mortgage, farmland | Mortgage, farmland | 270 | | | 134 | | | 965 | | | 1,369 | | | 245,412 | | | 246,781 | | | 298 | | Mortgage, farmland | 463 | | | 201 | | | 0 | | | 664 | | | 246,001 | | | 246,665 | | | 0 | |
| Mortgage, 1 to 4 family first liens | Mortgage, 1 to 4 family first liens | 628 | | | 1,216 | | | 3,569 | | | 5,413 | | | 888,600 | | | 894,013 | | | 1 | | Mortgage, 1 to 4 family first liens | 3,872 | | | 649 | | | 2,283 | | | 6,804 | | | 869,781 | | | 876,585 | | | 0 | |
| Mortgage, 1 to 4 family junior liens | Mortgage, 1 to 4 family junior liens | 168 | | | 100 | | | 275 | | | 543 | | | 135,320 | | | 135,863 | | | 113 | | Mortgage, 1 to 4 family junior liens | 179 | | | 2 | | | 107 | | | 288 | | | 119,506 | | | 119,794 | | | 0 | |
| Mortgage, multi-family | Mortgage, multi-family | — | | | — | | | 91 | | | 91 | | | 361,115 | | | 361,206 | | | — | | Mortgage, multi-family | 0 | | | 14 | | | 0 | | | 14 | | | 376,853 | | | 376,867 | | | 0 | |
| Mortgage, commercial | Mortgage, commercial | 679 | | | 486 | | | 351 | | | 1,516 | | | 409,600 | | | 411,116 | | | — | | Mortgage, commercial | 871 | | | 0 | | | 461 | | | 1,332 | | | 412,632 | | | 413,964 | | | 0 | |
| Loans to individuals | Loans to individuals | 99 | | | 65 | | | 4 | | | 168 | | | 29,971 | | | 30,139 | | | — | | Loans to individuals | 177 | | | 42 | | | 4 | | | 223 | | | 29,847 | | | 30,070 | | | 0 | |
| Obligations of state and political subdivisions | Obligations of state and political subdivisions | — | | | — | | | — | | | — | | | 55,705 | | | 55,705 | | | — | | Obligations of state and political subdivisions | 0 | | | 0 | | | 0 | | | 0 | | | 54,788 | | | 54,788 | | | 0 | |
| | | $ | 5,444 | | | $ | 2,698 | | | $ | 6,901 | | | $ | 15,043 | | | $ | 2,737,848 | | | $ | 2,752,891 | | | $ | 1,169 | | | $ | 8,539 | | | $ | 1,665 | | | $ | 3,272 | | | $ | 13,476 | | | $ | 2,666,648 | | | $ | 2,680,124 | | | $ | 2 | |
| | December 31, 2019 | | | | | | | | | | | | | | |
| December 31, 2020 | | December 31, 2020 | | | | | | | | | | | | | |
| Agricultural | Agricultural | $ | 163 | | | $ | 275 | | | $ | 122 | | | $ | 560 | | | $ | 90,757 | | | $ | 91,317 | | | $ | 48 | | Agricultural | $ | 438 | | | $ | 0 | | | $ | 629 | | | $ | 1,067 | | | $ | 93,775 | | | $ | 94,842 | | | $ | 111 | |
| Commercial and financial | Commercial and financial | 1,076 | | | 229 | | | 101 | | | 1,406 | | | 219,917 | | | 221,323 | | | 65 | | Commercial and financial | 867 | | | 195 | | | 140 | | | 1,202 | | | 285,040 | | | 286,242 | | | 20 | |
| Real estate: | Real estate: | | | | | | | | | Real estate: | | | | | | | | |
| Construction, 1 to 4 family residential | Construction, 1 to 4 family residential | 635 | | | — | | | — | | | 635 | | | 79,574 | | | 80,209 | | | — | | Construction, 1 to 4 family residential | 190 | | | 0 | | | 536 | | | 726 | | | 70,391 | | | 71,117 | | | 536 | |
| Construction, land development and commercial | Construction, land development and commercial | 215 | | | 101 | | | — | | | 316 | | | 108,094 | | | 108,410 | | | — | | Construction, land development and commercial | 0 | | | 0 | | | 0 | | | 0 | | | 111,913 | | | 111,913 | | | 0 | |
| Mortgage, farmland | Mortgage, farmland | 736 | | | — | | | 610 | | | 1,346 | | | 241,384 | | | 242,730 | | | — | | Mortgage, farmland | 279 | | | 28 | | | 0 | | | 307 | | | 246,835 | | | 247,142 | | | 0 | |
| Mortgage, 1 to 4 family first liens | Mortgage, 1 to 4 family first liens | 5,026 | | | 3,100 | | | 4,149 | | | 12,275 | | | 898,467 | | | 910,742 | | | 354 | | Mortgage, 1 to 4 family first liens | 4,969 | | | 1,342 | | | 2,486 | | | 8,797 | | | 883,292 | | | 892,089 | | | 342 | |
| Mortgage, 1 to 4 family junior liens | Mortgage, 1 to 4 family junior liens | 813 | | | 126 | | | 233 | | | 1,172 | | | 148,055 | | | 149,227 | | | 139 | | Mortgage, 1 to 4 family junior liens | 436 | | | 21 | | | 155 | | | 612 | | | 127,221 | | | 127,833 | | | 47 | |
| Mortgage, multi-family | Mortgage, multi-family | — | | | 97 | | | — | | | 97 | | | 350,664 | | | 350,761 | | | — | | Mortgage, multi-family | 0 | | | 0 | | | 0 | | | 0 | | | 374,014 | | | 374,014 | | | 0 | |
| Mortgage, commercial | Mortgage, commercial | 321 | | | 489 | | | — | | | 810 | | | 401,371 | | | 402,181 | | | — | | Mortgage, commercial | 783 | | | 0 | | | 461 | | | 1,244 | | | 415,895 | | | 417,139 | | | 0 | |
| Loans to individuals | Loans to individuals | 226 | | | 55 | | | 15 | | | 296 | | | 32,012 | | | 32,308 | | | — | | Loans to individuals | 218 | | | 59 | | | 4 | | | 281 | | | 31,044 | | | 31,325 | | | 0 | |
| Obligations of state and political subdivisions | Obligations of state and political subdivisions | — | | | — | | | — | | | — | | | 49,896 | | | 49,896 | | | — | | Obligations of state and political subdivisions | 0 | | | 0 | | | 0 | | | 0 | | | 56,488 | | | 56,488 | | | 0 | |
| | | $ | 9,211 | | | $ | 4,472 | | | $ | 5,230 | | | $ | 18,913 | | | $ | 2,620,191 | | | $ | 2,639,104 | | | $ | 606 | | | $ | 8,180 | | | $ | 1,645 | | | $ | 4,411 | | | $ | 14,236 | | | $ | 2,695,908 | | | $ | 2,710,144 | | | $ | 1,056 | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The Company does not have a material amount of loans that are past due less than 90 days where there are serious doubts as to the ability of the borrowers to comply with the loan repayment terms.
Certain impairednonaccrual and TDR loan information by loan type at June 30, 2020March 31, 2021 and December 31, 2019,2020, was as follows:
| | | | June 30, 2020 | | | December 31, 2019 | | | March 31, 2021 | | December 31, 2020 |
| | | Non-accrual
loans (1) | | Accruing loans
past due 90 days
or more | | TDR loans | | Non-
accrual
loans (1) | | Accruing loans
past due 90 days
or more | | TDR loans | | Non-accrual
loans (1) | | Interest income recognized on non-accrual | | Accruing loans
past due 90 days
or more | | TDR loans | | Non-
accrual
loans (1) | | Accruing loans
past due 90 days
or more | | TDR loans |
| | | (Amounts In Thousands) | | | (Amounts In Thousands) | | | (Amounts In Thousands) | | (Amounts In Thousands) |
| Agricultural | Agricultural | $ | 1,270 | | | $ | 329 | | | $ | 132 | | | $ | 1,192 | | | $ | 48 | | | $ | 404 | | Agricultural | $ | 1,167 | | | 0 | | | $ | 0 | | | $ | 221 | | | $ | 1,252 | | | $ | 111 | | | $ | 85 | |
| Commercial and financial | Commercial and financial | 786 | | | 4 | | | 1,260 | | | 679 | | | 65 | | | 1,934 | | Commercial and financial | 447 | | | 0 | | | 2 | | | 1,189 | | | 479 | | | 20 | | | 1,263 | |
| Real estate: | Real estate: | | | | | | | | | | | | Real estate: | | | | | | |
| Construction, 1 to 4 family residential | Construction, 1 to 4 family residential | 566 | | | 424 | | | — | | | — | | | — | | | — | | Construction, 1 to 4 family residential | 111 | | | 0 | | | 0 | | | 0 | | | 315 | | | 536 | | | 0 | |
| Construction, land development and commercial | Construction, land development and commercial | 209 | | | — | | | 317 | | | — | | | — | | | 320 | | Construction, land development and commercial | 202 | | | 0 | | | 0 | | | 208 | | | 204 | | | 0 | | | 211 | |
| Mortgage, farmland | Mortgage, farmland | 1,143 | | | 298 | | | 1,507 | | | 1,369 | | | — | | | 2,712 | | Mortgage, farmland | 350 | | | 0 | | | 0 | | | 1,566 | | | 446 | | | 0 | | | 1,616 | |
| Mortgage, 1 to 4 family first liens | Mortgage, 1 to 4 family first liens | 6,392 | | | 1 | | | 1,604 | | | 6,558 | | | 354 | | | 1,626 | | Mortgage, 1 to 4 family first liens | 4,660 | | | 0 | | | 0 | | | 1,735 | | | 4,331 | | | 342 | | | 1,751 | |
| Mortgage, 1 to 4 family junior liens | Mortgage, 1 to 4 family junior liens | 250 | | | 113 | | | — | | | 94 | | | 139 | | | — | | Mortgage, 1 to 4 family junior liens | 190 | | | 0 | | | 0 | | | 20 | | | 193 | | | 47 | | | 20 | |
| Mortgage, multi-family | Mortgage, multi-family | 91 | | | — | | | 1,707 | | | 97 | | | — | | | 1,719 | | Mortgage, multi-family | 75 | | | 0 | | | 0 | | | 1,695 | | | 79 | | | 0 | | | 1,695 | |
| Mortgage, commercial | Mortgage, commercial | 1,560 | | | — | | | 509 | | | 779 | | | — | | | 593 | | Mortgage, commercial | 1,528 | | | 0 | | | 0 | | | 3,580 | | | 1,550 | | | 0 | | | 3,610 | |
| | | $ | 12,267 | | | $ | 1,169 | | | $ | 7,036 | | | $ | 10,768 | | | $ | 606 | | | $ | 9,308 | | | $ | 8,730 | | | $ | 0 | | | $ | 2 | | | $ | 10,214 | | | $ | 8,849 | | | $ | 1,056 | | | $ | 10,251 | |
(1)There were $4.40$2.70 million and $4.34$2.97 million of TDR loans included within nonaccrual loans as of June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.
Loans 90 days or more past due that are still accruing interest increased $0.56decreased $1.05 million from December 31, 20192020 to June 30, 2020 due to an increase in the number of accruing loans past due 90 days or more.March 31, 2021. As of June 30, 2020March 31, 2021 there were 10was 1 accruing loansloan past due 90 days or more. The average accruing loans past due as of June 30, 2020 was $0.12March 31, 2021 are $0.00 million. There were 812 accruing loans past due 90 days or more as of December 31, 20192020 and the average loan balance was $0.08$0.09 million. The accruing loans past due 90 days or more balances are believed to be adequately collateralized and the Company expects to collect all principal and interest as contractually due under these loans.
The Company may modify the terms of a loan to maximize the collection of amounts due. Such a modification is considered a troubled debt restructuring (“TDR”). In most cases, the modification is either a reduction in interest rate, conversion to interest only payments or an extension of the maturity date. The borrower is experiencing financial difficulties or is expected to experience difficulties in the near-term, so a concessionary modification is granted to the borrower that would otherwise not be considered. TDR loans accrue interest as long as the borrower complies with the revised terms and conditions and has demonstrated repayment performance at a level commensurate with the modified terms over several payment cycles.
Section 4013 of the CARES Act, “Temporary Relief From Troubled Debt Restructurings,” allows financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time during the COVID-19 pandemic. In March 2020, various regulatory agencies, including the FRB and the FDIC, issued an interagency statement, effective immediately, on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not to be considered TDRs. This includes short-term (e.g., six months) modifications, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. As of March 31, 2021, the total amount of the eligible loans in deferral (deferral of principal and/or interest) that met the requirements set forth under the interagency statement and therefore were not considered TDRs was 16 loans, totaling $9.6 million. As of December 31, 2020, there were 13 loans, totaling $9.4 million.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Throughout 2020, COVID-19 related payment deferrals provided for customers totaled approximately 14.82% of total loans. As of March 31, 2021 and December 31, 2020, COVID-19 related payment deferrals were approximately 0.50% and 1.20% of total loans, respectively.
Below is a summary of information for TDR loans as of June 30, 2020March 31, 2021 and December 31, 2019:2020:
| | | | June 30, 2020 | | | December 31, 2019 | | | March 31, 2021 | | December 31, 2020 |
| | Number
of
contracts | | Recorded
investment | | Commitments
outstanding | | Number
of
contracts | | Recorded
investment | | Commitments
outstanding | | Number
of
contracts | | Recorded
investment | | Commitments
outstanding | | Number
of
contracts | | Recorded
investment | | Commitments
outstanding |
| | | | (Amounts In Thousands) | | | (Amounts In Thousands) | | | | (Amounts In Thousands) | | (Amounts In Thousands) |
| Agricultural | Agricultural | 8 | | | $ | 1,381 | | | $ | 42 | | | 9 | | | $ | 1,552 | | | $ | 3 | | Agricultural | 5 | | | $ | 1,079 | | | $ | 0 | | | 6 | | | $ | 1,028 | | | $ | 0 | |
| Commercial and financial | Commercial and financial | 17 | | | 1,940 | | | 85 | | | 16 | | | 2,641 | | | 95 | | Commercial and financial | 17 | | | 1,635 | | | 60 | | | 17 | | | 1,743 | | | 35 | |
| Real estate: | Real estate: | | Real estate: | |
| Construction, 1 to 4 family residential | Construction, 1 to 4 family residential | — | | | — | | | — | | | — | | | — | | | — | | Construction, 1 to 4 family residential | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Construction, land development and commercial | Construction, land development and commercial | 2 | | | 317 | | | — | | | 2 | | | 320 | | | — | | Construction, land development and commercial | 1 | | | 208 | | | 52 | | | 1 | | | 211 | | | 4 | |
| Mortgage, farmland | Mortgage, farmland | 7 | | | 2,705 | | | — | | | 8 | | | 4,021 | | | — | | Mortgage, farmland | 6 | | | 1,865 | | | 0 | | | 6 | | | 2,009 | | | 0 | |
| Mortgage, 1 to 4 family first liens | Mortgage, 1 to 4 family first liens | 19 | | | 2,005 | | | — | | | 16 | | | 2,083 | | | — | | Mortgage, 1 to 4 family first liens | 15 | | | 1,829 | | | 0 | | | 17 | | | 1,898 | | | 0 | |
| Mortgage, 1 to 4 family junior liens | Mortgage, 1 to 4 family junior liens | — | | | — | | | — | | | — | | | — | | | — | | Mortgage, 1 to 4 family junior liens | 1 | | | 20 | | | 0 | | | 1 | | | 20 | | | 0 | |
| Mortgage, multi-family | Mortgage, multi-family | 2 | | | 1,707 | | | — | | | 2 | | | 1,719 | | | — | | Mortgage, multi-family | 2 | | | 1,695 | | | 0 | | | 2 | | | 1,695 | | | 0 | |
| Mortgage, commercial | Mortgage, commercial | 7 | | | 1,717 | | | — | | | 7 | | | 1,373 | | | — | | Mortgage, commercial | 12 | | | 4,578 | | | 0 | | | 13 | | | 4,621 | | | 0 | |
| Loans to individuals | Loans to individuals | — | | | — | | | — | | | — | | | — | | | — | | Loans to individuals | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| | | 62 | | | $ | 11,772 | | | $ | 127 | | | 60 | | | $ | 13,709 | | | $ | 98 | | | 59 | | | $ | 12,909 | | | $ | 112 | | | 63 | | | $ | 13,225 | | | $ | 39 | |
The following is a summary of TDR loans that were modified during the three and six months ended June 30, 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2020 | | | | | Six Months Ended June 30, 2020 | | | | | | | | | |
| Number
of
contracts | | Pre-modification
recorded
investment | | Post-modification
recorded
investment | Number
of
contracts | | Pre-modification
recorded
investment | | Post-modification
recorded
investment | | | | | |
| | | | (Amounts In Thousands) | | | | | | | | | | | | |
| Agricultural | — | | | $ | — | | | $ | — | | 2 | | | $ | 93 | | | $ | 93 | | | | | | |
| Commercial and financial | 1 | | | 19 | | | 19 | | 2 | | | 218 | | | 218 | | | | | | |
| Real estate: | | | | | | | | | | | | | | | |
| Construction, 1 to 4 family residential | — | | | — | | | — | | — | | | — | | | — | | | | | | |
| Construction, land development and commercial | — | | | — | | | — | | — | | | — | | | — | | | | | | |
| Mortgage, farmland | — | | | — | | | — | | — | | | — | | | — | | | | | | |
| Mortgage, 1 to 4 family first lien | 5 | | | 104 | | | 104 | | 5 | | | 104 | | | 104 | | | | | | |
| Mortgage, 1 to 4 family junior liens | — | | | — | | | — | | — | | | — | | | — | | | | | | |
| Mortgage, multi-family | — | | | — | | | — | | — | | | — | | | — | | | | | | |
| Mortgage, commercial | — | | | — | | | — | | 1 | | | 513 | | | 513 | | | | | | |
| | 6 | | | $ | 123 | | | $ | 123 | | 10 | | | $ | 928 | | | $ | 928 | | | | | | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following is a summary of TDR loans that were modified during the three months ended March 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2021 | | |
| Number
of
contracts | | Pre-modification
recorded
investment | | Post-modification
recorded
investment | | | | | | | | | | |
| | | | (Amounts In Thousands) | | | | | | |
| Agricultural | 1 | | | $ | 178 | | | $ | 178 | | | | | | | | | | | |
| Commercial and financial | 0 | | | 0 | | | 0 | | | | | | | | | | | |
| Real estate: | | | | | | | | | | | | | | | |
| Construction, 1 to 4 family residential | 0 | | | 0 | | | 0 | | | | | | | | | | | |
| Construction, land development and commercial | 0 | | | 0 | | | 0 | | | | | | | | | | | |
| Mortgage, farmland | 0 | | | 0 | | | 0 | | | | | | | | | | | |
| Mortgage, 1 to 4 family first lien | 0 | | | 0 | | | 0 | | | | | | | | | | | |
| Mortgage, 1 to 4 family junior liens | 0 | | | 0 | | | 0 | | | | | | | | | | | |
| Mortgage, multi-family | 0 | | | 0 | | | 0 | | | | | | | | | | | |
| Mortgage, commercial | 0 | | | 0 | | | 0 | | | | | | | | | | | |
| | 1 | | | $ | 178 | | | $ | 178 | | | | | | | | | | | |
The Company has allocated $0.40 million of allowance for TDR loans and the Company had commitments to lend $0.13$0.11 million in additional borrowings to restructured loan customers as of June 30, 2020.March 31, 2021. The Company had commitments to lend $0.10$0.04 million in additional borrowings to restructured loan customers as of December 31, 2019.2020. These commitments were in the normal course of business. The additional borrowings were not used to facilitate payments on these loans. The modifications of the terms of loans performed during the three months ended March 31, 2021 included extensions of the maturity date.
There were 20 TDR loans that were in payment default (defined as past due 90 days or more) totaling $0.33 million during the period ended June 30, 2020March 31, 2021 and 1 totaling $0.065 million modified during the year ended December 31, 2019.2020.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Information regarding impairedThe following table presents the amortized cost basis of collateral dependent loans, as ofby the primary collateral type, which are individually evaluated to determine expected credit losses, and for the three and six months ended June 30, 2020 is as follows:related ACL allocated to these loans:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2020 | | | | | | Three Months Ended
June 30, 2020 | | | Six Months Ended June 30, 2020 | | | |
| | Recorded
Investment | | Unpaid
Principal
Balance | | Related
Allowance | | Average Recorded
Investment | | Interest Income
Recognized | Average Recorded
Investment | | Interest Income
Recognized | |
| With no related allowance recorded: | (Amounts In Thousands) | | | | | | | | | | | | |
| Agricultural | $ | 1,624 | | | $ | 2,265 | | | $ | — | | | $ | 1,778 | | | $ | 5 | | $ | 1,754 | | | $ | 10 | | |
| Commercial and financial | 1,514 | | | 3,069 | | | — | | | 2,396 | | | 26 | | 1,992 | | | 43 | | |
| Real estate: | | | | | | | | | | | | | |
| Construction, 1 to 4 family residential | 664 | | | 710 | | | — | | | 736 | | | — | | 700 | | | — | | |
| Construction, land development and commercial | 526 | | | 542 | | | — | | | 530 | | | 4 | | 528 | | | 9 | | |
| Mortgage, farmland | 2,762 | | | 3,283 | | | — | | | 4,052 | | | 39 | | 3,420 | | | 64 | | |
| Mortgage, 1 to 4 family first liens | 6,949 | | | 8,815 | | | — | | | 7,175 | | | 18 | | 7,091 | | | 34 | | |
| Mortgage, 1 to 4 family junior liens | 95 | | | 340 | | | — | | | 94 | | | — | | 94 | | | — | | |
| Mortgage, multi-family | 1,798 | | | 1,917 | | | — | | | 1,810 | | | 20 | | 1,807 | | | 40 | | |
| Mortgage, commercial | 2,000 | | | 2,693 | | | — | | | 2,158 | | | 5 | | 2,084 | | | 10 | | |
| Loans to individuals | — | | | 14 | | | — | | | — | | | — | | — | | | — | | |
| | $ | 17,932 | | | $ | 23,648 | | | $ | — | | | $ | 20,729 | | | $ | 117 | | $ | 19,470 | | | $ | 210 | | |
| | | | | | | | | | | | | |
| With an allowance recorded: | | | | | | | | | | | | | |
| Agricultural | $ | 411 | | | $ | 411 | | | $ | 94 | | | $ | 438 | | | $ | 5 | | $ | 436 | | | $ | 11 | | |
| Commercial and financial | 1,061 | | | 1,235 | | | 747 | | | 1,040 | | | 7 | | 992 | | | 14 | | |
| Real estate: | | | | | | | | | | | | | |
| Construction, 1 to 4 family residential | 424 | | | 424 | | | 6 | | | 421 | | | 5 | | 421 | | | 10 | | |
| Construction, land development and commercial | — | | | — | | | — | | | — | | | — | | — | | | — | | |
| Mortgage, farmland | 186 | | | 186 | | | 3 | | | 187 | | | 2 | | 187 | | | 4 | | |
| Mortgage, 1 to 4 family first liens | 951 | | | 1,152 | | | 80 | | | 1,212 | | | 6 | | 1,096 | | | 8 | | |
| Mortgage, 1 to 4 family junior liens | 268 | | | 273 | | | 60 | | | 272 | | | 1 | | 271 | | | 3 | | |
| Mortgage, multi-family | — | | | — | | | — | | | — | | | — | | — | | | — | | |
| Mortgage, commercial | 68 | | | 68 | | | 1 | | | 70 | | | 1 | | 69 | | | 2 | | |
| Loans to individuals | — | | | — | | | — | | | — | | | — | | — | | | — | | |
| | $ | 3,369 | | | $ | 3,749 | | | $ | 991 | | | $ | 3,640 | | | $ | 27 | | $ | 3,472 | | | $ | 52 | | |
| | | | | | | | | | | | | |
| Total: | | | | | | | | | | | | | |
| Agricultural | $ | 2,035 | | | $ | 2,676 | | | $ | 94 | | | $ | 2,216 | | | $ | 10 | | $ | 2,190 | | | $ | 21 | | |
| Commercial and financial | 2,575 | | | 4,304 | | | 747 | | | 3,436 | | | 33 | | 2,984 | | | 57 | | |
| Real estate: | | | | | | | | | | | | | |
| Construction, 1 to 4 family residential | 1,088 | | | 1,134 | | | 6 | | | 1,157 | | | 5 | | 1,121 | | | 10 | | |
| Construction, land development and commercial | 526 | | | 542 | | | — | | | 530 | | | 4 | | 528 | | | 9 | | |
| Mortgage, farmland | 2,948 | | | 3,469 | | | 3 | | | 4,239 | | | 41 | | 3,607 | | | 68 | | |
| Mortgage, 1 to 4 family first liens | 7,900 | | | 9,967 | | | 80 | | | 8,387 | | | 24 | | 8,187 | | | 42 | | |
| Mortgage, 1 to 4 family junior liens | 363 | | | 613 | | | 60 | | | 366 | | | 1 | | 365 | | | 3 | | |
| Mortgage, multi-family | 1,798 | | | 1,917 | | | — | | | 1,810 | | | 20 | | 1,807 | | | 40 | | |
| Mortgage, commercial | 2,068 | | | 2,761 | | | 1 | | | 2,228 | | | 6 | | 2,153 | | | 12 | | |
| Loans to individuals | — | | | 14 | | | — | | | — | | | — | | — | | | — | | |
| | $ | 21,301 | | | $ | 27,397 | | | $ | 991 | | | $ | 24,369 | | | $ | 144 | | $ | 22,942 | | | $ | 262 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Primary Type of Collateral |
| Real Estate | | Accounts Receivable | | Equipment | | Other | | Total | | ACL Allocation |
| (Amounts In Thousands) |
| March 31, 2021 | | | | | | | | | | | |
| Agricultural | $ | 1,333 | | | $ | 0 | | | $ | 54 | | | $ | 0 | | | $ | 1,387 | | | $ | 1 | |
| Commercial and financial | 1,657 | | | 0 | | | 290 | | | 0 | | | 1,947 | | | 299 | |
| Real estate: | | | | | | | | | | | |
| Construction, 1 to 4 family residential | 111 | | | 0 | | | 0 | | | 0 | | | 111 | | | 0 | |
| Construction, land development and commercial | 410 | | | 0 | | | 0 | | | 0 | | | 410 | | | 0 | |
| Mortgage, farmland | 1,916 | | | 0 | | | 0 | | | 0 | | | 1,916 | | | 0 | |
| Mortgage, 1 to 4 family first liens | 7,148 | | | 0 | | | 0 | | | 0 | | | 7,148 | | | 46 | |
| Mortgage, 1 to 4 family junior liens | 190 | | | 0 | | | 0 | | | 0 | | | 190 | | | 16 | |
| Mortgage, multi-family | 1,770 | | | 0 | | | 0 | | | 0 | | | 1,770 | | | 0 | |
| Mortgage, commercial | 4,375 | | | 0 | | | 0 | | | 0 | | | 4,375 | | | 166 | |
| Loans to individuals | 79 | | | 0 | | | 0 | | | 0 | | | 79 | | | 79 | |
| Obligations of state and political subdivisions | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| $ | 18,989 | | | $ | 0 | | | $ | 344 | | | $ | 0 | | | $ | 19,333 | | | $ | 607 | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Information regarding
Pre-ASC 326 (CECL) adoption impaired loans information as of December 31, 20192020 is as follows:
| | | | Recorded
Investment | | Unpaid Principal
Balance | | Related
Allowance | | Recorded
Investment | | Unpaid Principal
Balance | | Related
Allowance |
| With no related allowance recorded: | With no related allowance recorded: | (Amounts In Thousands) | | With no related allowance recorded: | (Amounts In Thousands) |
| Agricultural | Agricultural | $ | 1,596 | | | $ | 2,157 | | | $ | — | | Agricultural | $ | 1,337 | | | $ | 1,928 | | | $ | 0 | |
| Commercial and financial | Commercial and financial | 1,340 | | | 2,220 | | | — | | Commercial and financial | 1,520 | | | 2,907 | | | 0 | |
| Real estate: | Real estate: | | | | | | Real estate: | | | | | |
| Construction, 1 to 4 family residential | Construction, 1 to 4 family residential | 101 | | | 144 | | | — | | Construction, 1 to 4 family residential | 315 | | | 337 | | | 0 | |
| Construction, land development and commercial | Construction, land development and commercial | 320 | | | 336 | | | — | | Construction, land development and commercial | 415 | | | 421 | | | 0 | |
| Mortgage, farmland | Mortgage, farmland | 4,081 | | | 4,613 | | | — | | Mortgage, farmland | 2,061 | | | 2,598 | | | 0 | |
| Mortgage, 1 to 4 family first liens | Mortgage, 1 to 4 family first liens | 7,157 | | | 9,015 | | | — | | Mortgage, 1 to 4 family first liens | 6,253 | | | 8,013 | | | 0 | |
| Mortgage, 1 to 4 family junior liens | Mortgage, 1 to 4 family junior liens | — | | | 246 | | | — | | Mortgage, 1 to 4 family junior liens | 108 | | | 350 | | | 0 | |
| Mortgage, multi-family | Mortgage, multi-family | 1,816 | | | 1,930 | | | — | | Mortgage, multi-family | 1,773 | | | 1,898 | | | 0 | |
| Mortgage, commercial | Mortgage, commercial | 1,302 | | | 1,852 | | | — | | Mortgage, commercial | 4,124 | | | 4,960 | | | 0 | |
| Loans to individuals | Loans to individuals | — | | | 14 | | | — | | Loans to individuals | 0 | | | 47 | | | 0 | |
| | | $ | 17,713 | | | $ | 22,527 | | | $ | — | | | $ | 17,906 | | | $ | 23,459 | | | $ | 0 | |
| | With an allowance recorded: | With an allowance recorded: | | | | | | With an allowance recorded: | | | | | |
| Agricultural | Agricultural | $ | 134 | | | $ | 134 | | | $ | 87 | | Agricultural | $ | 206 | | | $ | 206 | | | $ | 86 | |
| Commercial and financial | Commercial and financial | 1,402 | | | 1,539 | | | 792 | | Commercial and financial | 671 | | | 724 | | | 411 | |
| Real estate: | Real estate: | | | | | | Real estate: | | | | | |
| Construction, 1 to 4 family residential | Construction, 1 to 4 family residential | — | | | — | | | — | | Construction, 1 to 4 family residential | 536 | | | 536 | | | 7 | |
| Construction, land development and commercial | Construction, land development and commercial | — | | | — | | | — | | Construction, land development and commercial | 0 | | | 0 | | | 0 | |
| Mortgage, farmland | Mortgage, farmland | — | | | — | | | — | | Mortgage, farmland | 0 | | | 0 | | | 0 | |
| Mortgage, 1 to 4 family first liens | Mortgage, 1 to 4 family first liens | 1,280 | | | 1,501 | | | 64 | | Mortgage, 1 to 4 family first liens | 924 | | | 975 | | | 56 | |
| Mortgage, 1 to 4 family junior liens | Mortgage, 1 to 4 family junior liens | 233 | | | 233 | | | 47 | | Mortgage, 1 to 4 family junior liens | 132 | | | 158 | | | 37 | |
| Mortgage, multi-family | Mortgage, multi-family | — | | | — | | | — | | Mortgage, multi-family | 0 | | | 0 | | | 0 | |
| Mortgage, commercial | Mortgage, commercial | 70 | | | 70 | | | 1 | | Mortgage, commercial | 303 | | | 304 | | | 14 | |
| Loans to individuals | Loans to individuals | 93 | | | 93 | | | 93 | | Loans to individuals | 51 | | | 51 | | | 51 | |
| | | $ | 3,212 | | | $ | 3,570 | | | $ | 1,084 | | | $ | 2,823 | | | $ | 2,954 | | | $ | 662 | |
| | Total: | Total: | | | | | | Total: | | | | | |
| Agricultural | Agricultural | $ | 1,730 | | | $ | 2,291 | | | $ | 87 | | Agricultural | $ | 1,543 | | | $ | 2,134 | | | $ | 86 | |
| Commercial and financial | Commercial and financial | 2,742 | | | 3,759 | | | 792 | | Commercial and financial | 2,191 | | | 3,631 | | | 411 | |
| Real estate: | Real estate: | | | | | | Real estate: | | | | | |
| Construction, 1 to 4 family residential | Construction, 1 to 4 family residential | 101 | | | 144 | | | — | | Construction, 1 to 4 family residential | 851 | | | 873 | | | 7 | |
| Construction, land development and commercial | Construction, land development and commercial | 320 | | | 336 | | | — | | Construction, land development and commercial | 415 | | | 421 | | | 0 | |
| Mortgage, farmland | Mortgage, farmland | 4,081 | | | 4,613 | | | — | | Mortgage, farmland | 2,061 | | | 2,598 | | | 0 | |
| Mortgage, 1 to 4 family first liens | Mortgage, 1 to 4 family first liens | 8,437 | | | 10,516 | | | 64 | | Mortgage, 1 to 4 family first liens | 7,177 | | | 8,988 | | | 56 | |
| Mortgage, 1 to 4 family junior liens | Mortgage, 1 to 4 family junior liens | 233 | | | 479 | | | 47 | | Mortgage, 1 to 4 family junior liens | 240 | | | 508 | | | 37 | |
| Mortgage, multi-family | Mortgage, multi-family | 1,816 | | | 1,930 | | | — | | Mortgage, multi-family | 1,773 | | | 1,898 | | | 0 | |
| Mortgage, commercial | Mortgage, commercial | 1,372 | | | 1,922 | | | 1 | | Mortgage, commercial | 4,427 | | | 5,264 | | | 14 | |
| Loans to individuals | Loans to individuals | 93 | | | 107 | | | 93 | | Loans to individuals | 51 | | | 98 | | | 51 | |
| | | $ | 20,925 | | | $ | 26,097 | | | $ | 1,084 | | | $ | 20,729 | | | $ | 26,413 | | | $ | 662 | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
ImpairedPost-ASC 326 CECL Adoption:
The changes in the ACL in 2021 compared to December 31, 2020 is the result of the following factors: $2.75 million increase upon adoption of ASC 326 (CECL) on January 1, 2021; changes after adoption for the three months ended March 31, 2021 include improvements in the economic factor forecasts, primarily Iowa unemployment, used in the ACL calculation which resulted in a decrease of $1.12 million; decrease in loan volume which resulted in a decrease of $0.64 million; changes in prepayment and curtailment rates resulting in decrease of $0.55 million; and decreases in historical loss rates along with net recoveries in the first quarter of 2021 resulting in a decrease of $0.89 million.
The extent to which collateral secures collateral-dependent loans increased $0.38is provided in the previous individually analyzed loans table and changes in the extent to which collateral secures its collateral-dependent loans are described below. Collateral-dependent loans decreased $1.40 million from December 31, 20192020 to June 30, 2020. ImpairedMarch 31, 2021. Collateral-dependent loans include any loan that has been placed on nonaccrual status, accruing loans past due 90 days or more and TDR loans. ImpairedCollateral-dependent loans also include loans that, based on management’s evaluation of current information and events, the Company expects to be unable to collect in full according to the contractual terms of the original loan agreement. ImpairedCollateral-dependent loans were 0.77%0.72% of loans held for investment as of June 30, 2020March 31, 2021 and 0.79%0.76% as of December 31, 2019.2020. The increasedecrease in impairedcollateral-dependent loans is due to an increasea decrease of $0.43$0.19 million in loans with a specific reserve, an increasea decrease in nonaccrual loans of $1.50 million and an increase0.12, a decrease in 90 days or more accruing loans of $0.56$1.05 million and is offset by a decrease in TDR loans of $2.27$0.04 million from December 31, 20192020 to June 30, 2020.March 31, 2021. There were no significant changes noted in the extent to which collateral secures collateral-dependent loans.
The Company regularly reviews a substantial portion of the loans in the portfolio and assesses whether the loans are impaired in accordance with ASC 310.share common risk characteristics for which expected credit loss is measured on a pool basis or if the loans do not share common risk characteristics and therefore expected credit loss is measured on an individual loan basis. If the loans are impaired,assessed for credit losses on an individual basis, the Company determines if a specific allowance is appropriate. In addition, the Company's management also reviews and, where determined necessary, provides allowances for particular loans based upon (1) reviews of specific borrowers and (2) management’s assessment of areas that management considers are of higher credit risk, including loans that have been restructured.restructured or where a TDR is reasonably possible. Loans that are determined not to be impairedcollateral-dependent and for which there are no specific allowances are classified into one or more risk categories. Based upon the risk category assigned, the Company allocatescategories and expected credit loss is measured on a percentage, as determined by management,pool basis. See Note 1 Adoption of New Financial Accounting Standard for a required allowance needed. The determinationfurther discussion of the appropriate percentage begins with historical loss experience factors, which are then adjustedallowance for levels and trends in past duecredit losses for loans levels and trends in charged-off and recovered loans, trends in volume growth, trends in problem and watch loans, trends in restructured loans, local economic trends and conditions, industry and other conditions, and effects of changing interest rates.held for investment.
Specific allowances for credit losses on impaired loans assessed individually are established if the loan balances exceed the net present value of the relevant future cash flows or the fair value of the relevant collateral based on updated appraisals and/or updated collateral analysis for the properties if the loan is collateral dependent. The Company may recognize a charge off or record a specific allowance related to an impairedindividually analyzed loan if there is a collateral shortfall or it is unlikely the borrower can make all principal and interest payments as contractually due.
For loans that are collateral dependent,collateral-dependent, losses are evaluated based on the portion of a loan that exceeds the fair market value of the collateral. In general, this is the amount that the carrying value of the loan exceeds the related appraised value less estimated costs to sell the collateral. Generally, it is the Company’s policy not to rely on appraisals that are older than one year prior to the date the impairmentcredit loss is being measured. The most recent appraisal values may be adjusted if, in the Company’s judgment, experience and other market data indicate that the property’s value, use, condition, exit market or other variablevariables affecting its value may have changed since the appraisal was performed, consistent with the December 2006 joint interagency guidance on the allowance for loan losses.performed. The charge off or loss adjustment supported by an appraisal is considered the minimum charge off. Any adjustments made to the appraised value are to provide an additional charge off or specific reserve based on the applicable facts and circumstances. In instances where there is an estimated decline in value, a specific reserve may be provided or a charge off taken pending confirmation of the amount of the loss from an updated appraisal. Upon receipt of the new appraisals, an additional specific reserve may be provided or charge off taken based on the appraised value of the collateral. On average, appraisals are obtained within one month of order.
Note 6.Leases
The Bank leases branch offices, parking facilities and certain equipment under operating leases. The leases have remaining lease terms of 1 year to 15 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year. As the options are reasonably certain to be exercised, they are recognized as part of the right-of-use assets and lease liabilities.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
For the sixthree months ended June 30,March 31, 2021 and 2020, and 2019, total operating lease expense was $0.28$0.14 million and $0.32$0.14 million respectively, and is included in occupancy expenses in the consolidated statements of income. Included in this for the sixthree months ended June 30,March 31, 2021 and 2020 and 2019 were $0.23$0.12 million and $0.27$0.11 million, respectively, of operating lease costs, respectively, $0.02$0.01 million and $0.02$0.01 million, respectively, of short term lease costs, respectively, and $0.03$0.01 million and $0.03$0.02 million, respectively, of variable lease costs, respectively.costs.
For the sixthree months ended June 30,March 31, 2021 and 2020, and 2019, cash paid for amounts included in the measurement of operating lease liabilities was $0.23$0.12 million and $0.27$0.12 million, respectively, and right-of-use assets obtained in exchange for lease obligations was $0.00 million and $3.58 million, respectively.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
As of June 30, 2020March 31, 2021 and December 31, 2019,2020, operating lease right-of-use assets included in other assets was $3.00$2.77 million and $3.20$2.86 million respectively. Operating lease liabilities were $3.04$2.82 million and $3.23$2.91 million as of June 30, 2020March 31, 2021 and December 31, 2019.2020. As of June 30, 2020March 31, 2021 and December 31, 2019,2020, the weighted average remaining lease term for operating leases was 11.1310.18 years and 10.8610.27 years, respectively, and the weighted average discount rate for operating leases was 3.47%3.46% and 3.46%3.45%, respectively. Discount rates used were determined from FHLB borrowing rates for comparable terms.
As of June 30, 2020,March 31, 2021, maturities of lease liabilities were as follows:
| | | | | |
| Year ending December 31: | (Amounts In Thousands) |
| 2020 | $ | 234 | |
| 2021 | 456 | |
| 2022 | 448 | |
| 2023 | 301 | |
| 2024 | 250 | |
| Thereafter | 2,009 | |
| Total lease payments | 3,698 | |
| Less imputed interest | (657) | |
| Total operating lease liabilities | $ | 3,041 | |
| | | | | |
| Year ending December 31: | (Amounts In Thousands) |
| 2021 (excluding the three months ended March 31, 2021) | $ | 354 | |
| 2022 | 464 | |
| 2023 | 317 | |
| 2024 | 250 | |
| 2025 | 254 | |
| Thereafter | 1,755 | |
| Total lease payments | 3,394 | |
| Less imputed interest | (576) | |
| Total operating lease liabilities | $ | 2,818 | |
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 7.Fair Value Measurements
The carrying value and estimated fair values of the Company's financial instruments as of June 30, 2020March 31, 2021 are as follows:
| | | | June 30, 2020 | | | March 31, 2021 |
| | | Carrying
Amount | | Estimated Fair
Value | | Readily
Available
Market
Prices(1) | | Observable
Market
Prices(2) | | Company
Determined
Market
Prices(3) | | Carrying
Amount | | Estimated Fair
Value | | Readily
Available
Market
Prices(1) | | Observable
Market
Prices(2) | | Company
Determined
Market
Prices(3) |
| | | (Amounts In Thousands) | | | (Amounts In Thousands) |
| Financial instrument assets: | Financial instrument assets: | | Financial instrument assets: | |
| Cash and cash equivalents | Cash and cash equivalents | $ | 368,825 | | | $ | 368,825 | | | $ | 368,825 | | | $ | — | | | $ | — | | Cash and cash equivalents | $ | 819,436 | | | $ | 819,436 | | | $ | 819,436 | | | $ | 0 | | | $ | 0 | |
| Investment securities | Investment securities | 377,825 | | | 377,825 | | | 159,742 | | | 218,083 | | | — | | Investment securities | 442,460 | | | 442,460 | | | 167,719 | | | 274,741 | | | 0 | |
| Loans held for sale | Loans held for sale | 40,522 | | | 40,522 | | | — | | | 40,522 | | | — | | Loans held for sale | 19,574 | | | 19,574 | | | 0 | | | 19,574 | | | 0 | |
| Loans | Loans | | | | | | | | | | Loans | |
| Agricultural | Agricultural | 91,554 | | | 91,587 | | | — | | | — | | | 91,587 | | Agricultural | 93,896 | | | 94,173 | | | 0 | | | 0 | | | 94,173 | |
| Commercial and financial | Commercial and financial | 330,007 | | | 330,081 | | | — | | | — | | | 330,081 | | Commercial and financial | 276,222 | | | 277,028 | | | 0 | | | 0 | | | 277,028 | |
| Real estate: | Real estate: | | | | | | | | | | Real estate: | |
| Construction, 1 to 4 family residential | Construction, 1 to 4 family residential | 77,699 | | | 78,189 | | | — | | | — | | | 78,189 | | Construction, 1 to 4 family residential | 72,392 | | | 72,441 | | | 0 | | | 0 | | | 72,441 | |
| Construction, land development and commercial | Construction, land development and commercial | 108,051 | | | 107,721 | | | — | | | — | | | 107,721 | | Construction, land development and commercial | 109,332 | | | 109,150 | | | 0 | | | 0 | | | 109,150 | |
| Mortgage, farmland | Mortgage, farmland | 242,692 | | | 241,181 | | | — | | | — | | | 241,181 | | Mortgage, farmland | 241,997 | | | 241,958 | | | 0 | | | 0 | | | 241,958 | |
| Mortgage, 1 to 4 family first liens | Mortgage, 1 to 4 family first liens | 884,293 | | | 884,014 | | | — | | | — | | | 884,014 | | Mortgage, 1 to 4 family first liens | 869,683 | | | 870,665 | | | 0 | | | 0 | | | 870,665 | |
| Mortgage, 1 to 4 family junior liens | Mortgage, 1 to 4 family junior liens | 134,271 | | | 131,623 | | | — | | | — | | | 131,623 | | Mortgage, 1 to 4 family junior liens | 116,271 | | | 116,946 | | | 0 | | | 0 | | | 116,946 | |
| Mortgage, multi-family | Mortgage, multi-family | 356,955 | | | 357,011 | | | — | | | — | | | 357,011 | | Mortgage, multi-family | 373,457 | | | 371,395 | | | 0 | | | 0 | | | 371,395 | |
| Mortgage, commercial | Mortgage, commercial | 406,194 | | | 408,630 | | | — | | | — | | | 408,630 | | Mortgage, commercial | 407,753 | | | 409,341 | | | 0 | | | 0 | | | 409,341 | |
| Loans to individuals | Loans to individuals | 29,451 | | | 30,074 | | | — | | | — | | | 30,074 | | Loans to individuals | 29,163 | | | 29,970 | | | 0 | | | 0 | | | 29,970 | |
| Obligations of state and political subdivisions | Obligations of state and political subdivisions | 55,074 | | | 55,405 | | | — | | | — | | | 55,405 | | Obligations of state and political subdivisions | 54,409 | | | 55,064 | | | 0 | | | 0 | | | 55,064 | |
| Accrued interest receivable | Accrued interest receivable | 12,597 | | | 12,597 | | | — | | | 12,597 | | | — | | Accrued interest receivable | 12,534 | | | 12,534 | | | 0 | | | 12,534 | | | 0 | |
| Total financial instrument assets | Total financial instrument assets | $ | 3,516,010 | | | $ | 3,515,285 | | | $ | 528,567 | | | $ | 271,202 | | | $ | 2,715,516 | | Total financial instrument assets | $ | 3,938,579 | | | $ | 3,942,135 | | | $ | 987,155 | | | $ | 306,849 | | | $ | 2,648,131 | |
| Financial instrument liabilities | Financial instrument liabilities | | | | | | | | | | Financial instrument liabilities | | | | | | | | | |
| Deposits | Deposits | | | | | | | | | | Deposits | | | | | | | | | |
| Noninterest-bearing deposits | Noninterest-bearing deposits | $ | 485,424 | | | $ | 485,424 | | | $ | — | | | $ | 485,424 | | | $ | — | | Noninterest-bearing deposits | $ | 571,725 | | | $ | 571,725 | | | $ | 0 | | | $ | 571,725 | | | $ | 0 | |
| Interest-bearing deposits | Interest-bearing deposits | 2,438,825 | | | 2,456,049 | | | — | | | 2,456,049 | | | — | | Interest-bearing deposits | 2,839,605 | | | 2,852,090 | | | 0 | | | 2,852,090 | | | 0 | |
| | Federal Home Loan Bank borrowings | Federal Home Loan Bank borrowings | 185,000 | | | 185,944 | | | — | | | 185,944 | | | — | | Federal Home Loan Bank borrowings | 105,000 | | | 114,805 | | | 0 | | | 114,805 | | | 0 | |
| Interest rate swaps | 3,439 | | | 3,439 | | | — | | | 3,439 | | | — | | |
| | Accrued interest payable | Accrued interest payable | 2,193 | | | 2,193 | | | — | | | 2,193 | | | — | | Accrued interest payable | 1,492 | | | 1,492 | | | 0 | | | 1,492 | | | 0 | |
| Total financial instrument liabilities | Total financial instrument liabilities | $ | 3,114,881 | | | $ | 3,133,049 | | | $ | — | | | $ | 3,133,049 | | | $ | — | | Total financial instrument liabilities | $ | 3,517,822 | | | $ | 3,540,112 | | | $ | 0 | | | $ | 3,540,112 | | | $ | 0 | |
| | | | Face Amount | | | | | | | | | | Face Amount | | | | | | | | |
| Financial instrument with off-balance sheet risk: | Financial instrument with off-balance sheet risk: | | | | | | | | | | Financial instrument with off-balance sheet risk: | | | | | | | | | |
| Loan commitments | Loan commitments | $ | 484,637 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | Loan commitments | $ | 571,888 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Letters of credit | Letters of credit | 8,418 | | | — | | | — | | | — | | | — | | Letters of credit | 8,310 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Total financial instrument liabilities with off-balance-sheet risk | Total financial instrument liabilities with off-balance-sheet risk | $ | 493,055 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | Total financial instrument liabilities with off-balance-sheet risk | $ | 580,198 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
(1)Considered Level 1 under Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”).
(2)Considered Level 2 under ASC 820.
(3)Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The carrying value and estimated fair values of the Company's financial instruments as of December 31, 20192020 are as follows:
| | | | December 31, 2019 | | | December 31, 2020 |
| | | Carrying
Amount | | Estimated Fair
Value | | Readily
Available
Market
Prices(1) | | Observable
Market
Prices(2) | | Company
Determined
Market
Prices(3) | | Carrying
Amount | | Estimated Fair
Value | | Readily
Available
Market
Prices(1) | | Observable
Market
Prices(2) | | Company
Determined
Market
Prices(3) |
| | | (Amounts In Thousands) | | | (Amounts In Thousands) |
| Financial instrument assets: | Financial instrument assets: | | Financial instrument assets: | |
| Cash and cash equivalents | Cash and cash equivalents | $ | 241,965 | | | $ | 241,965 | | | $ | 241,965 | | | $ | — | | | $ | — | | Cash and cash equivalents | $ | 574,310 | | | $ | 574,310 | | | $ | 574,310 | | | $ | 0 | | | $ | 0 | |
| Investment securities | Investment securities | 366,368 | | | 366,368 | | | 128,585 | | | 237,783 | | | — | | Investment securities | 416,544 | | | 416,544 | | | 148,646 | | | 267,898 | | | 0 | |
| Loans held for sale | Loans held for sale | 8,400 | | | 8,400 | | | — | | | 8,400 | | | — | | Loans held for sale | 43,947 | | | 43,947 | | | 0 | | | 43,947 | | | 0 | |
| Loans | Loans | | | | | | | | | | Loans | | | | | | | | | |
| Agricultural | Agricultural | 88,917 | | | 90,118 | | | — | | | — | | | 90,118 | | Agricultural | 92,334 | | | 92,922 | | | 0 | | | 0 | | | 92,922 | |
| Commercial and financial | Commercial and financial | 216,335 | | | 217,640 | | | — | | | — | | | 217,640 | | Commercial and financial | 281,357 | | | 282,015 | | | 0 | | | 0 | | | 282,015 | |
| Real estate: | Real estate: | | | | | | | | | | Real estate: | | | | | | | | | |
| Construction, 1 to 4 family residential | Construction, 1 to 4 family residential | 79,096 | | | 79,954 | | | — | | | — | | | 79,954 | | Construction, 1 to 4 family residential | 70,210 | | | 70,432 | | | 0 | | | 0 | | | 70,432 | |
| Construction, land development and commercial | Construction, land development and commercial | 106,924 | | | 107,276 | | | — | | | — | | | 107,276 | | Construction, land development and commercial | 110,501 | | | 110,039 | | | 0 | | | 0 | | | 110,039 | |
| Mortgage, farmland | Mortgage, farmland | 238,780 | | | 239,521 | | | — | | | — | | | 239,521 | | Mortgage, farmland | 242,969 | | | 242,978 | | | 0 | | | 0 | | | 242,978 | |
| Mortgage, 1 to 4 family first liens | Mortgage, 1 to 4 family first liens | 902,630 | | | 896,676 | | | — | | | — | | | 896,676 | | Mortgage, 1 to 4 family first liens | 882,156 | | | 890,409 | | | 0 | | | 0 | | | 890,409 | |
| Mortgage, 1 to 4 family junior liens | Mortgage, 1 to 4 family junior liens | 147,634 | | | 143,261 | | | — | | | — | | | 143,261 | | Mortgage, 1 to 4 family junior liens | 126,336 | | | 124,945 | | | 0 | | | 0 | | | 124,945 | |
| Mortgage, multi-family | Mortgage, multi-family | 346,938 | | | 349,663 | | | — | | | — | | | 349,663 | | Mortgage, multi-family | 369,552 | | | 370,538 | | | 0 | | | 0 | | | 370,538 | |
| Mortgage, commercial | Mortgage, commercial | 398,145 | | | 395,838 | | | — | | | — | | | 395,838 | | Mortgage, commercial | 412,186 | | | 413,409 | | | 0 | | | 0 | | | 413,409 | |
| Loans to individuals | Loans to individuals | 31,455 | | | 32,722 | | | — | | | — | | | 32,722 | | Loans to individuals | 30,573 | | | 31,164 | | | 0 | | | 0 | | | 31,164 | |
| Obligations of state and political subdivisions | Obligations of state and political subdivisions | 49,423 | | | 50,564 | | | — | | | — | | | 50,564 | | Obligations of state and political subdivisions | 55,838 | | | 59,300 | | | 0 | | | 0 | | | 59,300 | |
| Accrued interest receivable | Accrued interest receivable | 12,442 | | | 12,442 | | | — | | | 12,442 | | | — | | Accrued interest receivable | 12,177 | | | 12,177 | | | 0 | | | 12,177 | | | 0 | |
| Total financial instrument assets | Total financial instrument assets | $ | 3,235,452 | | | $ | 3,232,408 | | | $ | 370,550 | | | $ | 258,625 | | | $ | 2,603,233 | | Total financial instrument assets | $ | 3,720,990 | | | $ | 3,735,129 | | | $ | 722,956 | | | $ | 324,022 | | | $ | 2,688,151 | |
| Financial instrument liabilities: | Financial instrument liabilities: | | | | | | | | | | Financial instrument liabilities: | | | | | | | | | |
| Deposits | Deposits | | | | | | | | | | Deposits | | | | | | | | | |
| Noninterest-bearing deposits | Noninterest-bearing deposits | $ | 387,612 | | | $ | 387,612 | | | $ | — | | | $ | 387,612 | | | $ | — | | Noninterest-bearing deposits | $ | 532,190 | | | $ | 532,190 | | | $ | 0 | | | $ | 532,190 | | | $ | 0 | |
| Interest-bearing deposits | Interest-bearing deposits | 2,273,752 | | | 2,292,332 | | | — | | | 2,292,332 | | | — | | Interest-bearing deposits | 2,660,378 | | | 2,673,815 | | | 0 | | | 2,673,815 | | | 0 | |
| | Federal Home Loan Bank borrowings | Federal Home Loan Bank borrowings | 185,000 | | | 186,091 | | | — | | | 186,091 | | | — | | Federal Home Loan Bank borrowings | 105,000 | | | 115,259 | | | 0 | | | 115,259 | | | 0 | |
| Interest rate swaps | Interest rate swaps | 2,349 | | | 2,349 | | | 2,349 | | | Interest rate swaps | 0 | | | 0 | | | 0 | | |
| Accrued interest payable | Accrued interest payable | 2,474 | | | 2,474 | | | — | | | 2,474 | | | — | | Accrued interest payable | 1,733 | | | 1,733 | | | 0 | | | 1,733 | | | 0 | |
| Total financial instrument liabilities | Total financial instrument liabilities | $ | 2,851,187 | | | $ | 2,870,858 | | | $ | — | | | $ | 2,870,858 | | | $ | — | | Total financial instrument liabilities | $ | 3,299,301 | | | $ | 3,322,997 | | | $ | 0 | | | $ | 3,322,997 | | | $ | 0 | |
| | | | Face Amount | | | | | | | | | | Face Amount | | | | | | | | |
| Financial instrument with off-balance sheet risk: | Financial instrument with off-balance sheet risk: | | | | | | | | | | Financial instrument with off-balance sheet risk: | | | | | | | | | |
| Loan commitments | Loan commitments | $ | 424,165 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | Loan commitments | $ | 483,602 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Letters of credit | Letters of credit | 8,569 | | | — | | | — | | | — | | | — | | Letters of credit | 8,056 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Total financial instrument liabilities with off-balance-sheet risk | Total financial instrument liabilities with off-balance-sheet risk | $ | 432,734 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | Total financial instrument liabilities with off-balance-sheet risk | $ | 491,658 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
(1)Considered Level 1 under ASC 820.
(2)Considered Level 2 under ASC 820.
(3)Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Fair value of financial instruments: FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) provides a single definition for fair value, a framework for measuring fair value and expanded disclosures concerning fair value. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
The Company determines the fair market value of its financial instruments based on the fair value hierarchy established in ASC 820. There are three levels of inputs that may be used to measure fair value as follows:
| | | | | | | | |
| Level 1 | Quoted prices in active markets for identical assets or liabilities. |
| | | | | | | | |
| Level 2 | Observable inputs other than quoted prices included within Level 1. Observable inputs include the quoted prices for similar assets or liabilities in markets that are not active and inputs other than quoted prices that are observable for the asset or liability. |
| | | | | | | | |
| Level 3 | Unobservable inputs supported by little or no market activity for financial instruments. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. |
It is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements. The Company is required to use observable inputs, to the extent available, in the fair value estimation process unless that data results from forced liquidations or distressed sales.
The following is a description of valuation methodologies used for assets and liabilities recorded at fair value.
ASSETS
Investment securities available for sale: Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If a quoted price is not available, the fair value is obtained from benchmarking the security against similar securities. U.S. Treasury securities are considered Level 1 with the remaining securities considered Level 2.
The pricing for investment securities is obtained from an independent source. There are no Level 3 investment securities owned by the Company. The Company obtains an understanding of the independent source’s valuation methodologies used to determine fair value by level of security. The Company validates assigned fair values on a sample basis using an additional third-party provider pricing service to determine if the fair value measurement is reasonable. Due to the nature of our investment portfolio, we do not expect significant and unusual fluctuations as fair value changes primarily relate to interest rate changes. No unusual fluctuations were identified during the sixthree months ended June 30, 2020.March 31, 2021. If a fluctuation requiring investigation was identified, the Company would research the change with the independent source or other available information.
Loans held for sale and Loans: ASU 2016-01, Financial Instruments -Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. Methodologies utilized for this financial statement period are as follows:
•Income Approach: Fair value is determined based on a discounted cash flow analysis. The discounted cash flow analysis was based on the contractual maturity of the loan and market indications of rates, prepayment speeds, defaults and credit risk.
•Asset Approach: Fair value is determined based on the estimated values of the underlying collateral or individual analysis of receipts. This provides a better indication of value than the contractual income streams as these loans are not performing or exhibit strong signs indicative of non-performance.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Fair value has been estimated in accordance with ASC 820, Fair Value Measurements and Disclosures, and is intended to represent the price that would be received in an orderly transaction between market participants as of the measurement date. In
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, at least one significant assumption not observable in the market was utilized. These unobservable assumptions reflect estimates that market participants would use in pricing the asset or liability. Inputs to these valuation techniques are subjective in nature, involve uncertainties and require significant judgment and therefore cannot be determined with precision. Accordingly, the fair value estimates presented are not necessarily indicative of the amounts to be realized in a current market exchange. Loans are classified as Level 3.
Loans held for sale are carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the short time between origination of the loan and its sale on the secondary market (Level 2). The market is active for these loans and as a result prices for similar assets are available.
Individually analyzed loans under ASC 326 CECL: See Note 1 for further discussion of individually analyzed loans under CECL.
Impaired loans pre-ASC 326: A loan is considered to be impaired when it is probable that all of the principal and interest due may not be collected according to its contractual terms. Generally, when a loan is considered impaired, the amount of reserve required under ASC 310, Receivables, is measured based on the fair value of the underlying collateral. The Company makes such measurements on all material loans deemed impaired using the fair value of the collateral for collateral dependent loans or based on the present value of the estimated future cash flows of interest and principal discounted at the loans effective interest rate or the fair value of the loan if determinable. The fair value of collateral used by the Company is determined by obtaining an observable market price or by obtaining an appraised value from an independent, licensed or certified appraiser, using observable market data. This data includes information such as selling price of similar properties and capitalization rates of similar properties sold within the market, expected future cash flows or earnings of the subject property based on current market expectations, and other relevant factors. All appraised values are adjusted for market-related trends based on the Company's experience in sales and other appraisals of similar property types as well as estimated selling costs. Each quarter management reviews all collateral dependent impaired loans on a loan-by-loan basis to determine whether updated appraisals are necessary based on loan performance, collateral type and guarantor support. At times, the Company measures the fair value of collateral dependent impaired loans using appraisals with dates prior to one year from the date of review. These appraisals are discounted by applying current, observable market data about similar property types such as sales contracts, estimations of value by individuals familiar with the market, other appraisals, sales or collateral assessments based on current market activity until updated appraisals are obtained. Depending on the length of time since an appraisal was performed, the data provided through reviews and estimated selling costs, collateral values are typically discounted by 0-35%. These loans are considered Level 3 as the instruments used to determine fair market value require significant management judgment and estimation.
Foreclosed assets: The Company does not record foreclosed assets at fair value on a recurring basis. Foreclosed assets consist mainly of other real estate owned but may include other types of assets repossessed by the Company. Foreclosed assets are adjusted to the lower of carrying value or fair value less the cost of disposal. Fair value is generally based upon independent market prices or appraised values of the collateral, and may include a marketability discount as deemed necessary by management based on its experience with similar types of real estate. The value of foreclosed assets is evaluated periodically as a nonrecurring fair value adjustment. Foreclosed assets are classified as Level 3.
Off-balance sheet instruments: Fair values for outstanding letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standing. The fair value of the outstanding letters of credit is not significant. Unfunded loan commitments are not valued since the loans are generally priced at market at the time of funding (Level 2).
LIABILITIES
Interest Rate Swap Agreements: The fair value is estimated using forward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be corroborated by observable market data (Level 2).
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The table below represents the balances of assets and liabilities measured at fair value on a recurring basis:
| | | | June 30, 2020 | | | March 31, 2021 |
| | | Readily
Available
Market
Prices(1) | | Observable
Market Prices(2) | | Company
Determined
Market
Prices(3) | | Total at Fair
Value | | Readily
Available
Market
Prices(1) | | Observable
Market Prices(2) | | Company
Determined
Market
Prices(3) | | Total at Fair
Value |
| Securities available for sale | Securities available for sale | (Amounts In Thousands) | | Securities available for sale | (Amounts In Thousands) |
| U.S. Treasury | U.S. Treasury | $ | 159,742 | | | $ | — | | | $ | — | | | $ | 159,742 | | U.S. Treasury | $ | 167,719 | | | $ | 0 | | | $ | 0 | | | $ | 167,719 | |
| State and political subdivisions | State and political subdivisions | — | | | 193,781 | | | — | | | 193,781 | | State and political subdivisions | 0 | | | 228,572 | | | 0 | | | 228,572 | |
| Other securities (FHLB, FHLMC and FNMA) | Other securities (FHLB, FHLMC and FNMA) | — | | | 12,929 | | | — | | | 12,929 | | Other securities (FHLB, FHLMC and FNMA) | 0 | | | 37,422 | | | 0 | | | 37,422 | |
| Derivative Financial Instruments | | |
| Interest rate swaps | $ | — | | | (3,439) | | | $ | — | | | (3,439) | | |
| | Total | Total | $ | 159,742 | | | $ | 203,271 | | | $ | — | | | $ | 363,013 | | Total | $ | 167,719 | | | $ | 265,994 | | | $ | 0 | | | $ | 433,713 | |
| | | | December 31, 2019 | | | December 31, 2020 |
| | | Readily
Available
Market
Prices(1) | | Observable
Market Prices(2) | | Company
Determined
Market
Prices(3) | | Total at Fair
Value | | Readily
Available
Market
Prices(1) | | Observable
Market Prices(2) | | Company
Determined
Market
Prices(3) | | Total at Fair
Value |
| Securities available for sale | Securities available for sale | (Amounts In Thousands) | | Securities available for sale | (Amounts In Thousands) |
| U.S. Treasury | U.S. Treasury | $ | 128,585 | | | $ | — | | | $ | — | | | $ | 128,585 | | U.S. Treasury | $ | 148,646 | | | $ | 0 | | | $ | 0 | | | $ | 148,646 | |
| State and political subdivisions | State and political subdivisions | — | | | 211,489 | | | — | | | 211,489 | | State and political subdivisions | 0 | | | 224,566 | | | 0 | | | 224,566 | |
| Other securities (FHLB, FHLMC and FNMA) | Other securities (FHLB, FHLMC and FNMA) | — | | | 15,229 | | | — | | | 15,229 | | Other securities (FHLB, FHLMC and FNMA) | 0 | | | 35,160 | | | 0 | | | 35,160 | |
| Derivative Financial Instruments | | |
| Interest rate swaps | — | | | (2,349) | | | — | | | (2,349) | | |
| | Total | Total | $ | 128,585 | | | $ | 224,369 | | | $ | — | | | $ | 352,954 | | Total | $ | 148,646 | | | $ | 259,726 | | | $ | 0 | | | $ | 408,372 | |
(1)Considered Level 1 under ASC 820.
(2)Considered Level 2 under ASC 820.
(3)Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.
There were no transfers between Levels 1, 2 or 3 during the sixthree months ended June 30, 2020March 31, 2021 and the year ended December 31, 2019.2020.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
The Company is required to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. The valuation methodologies used to measure these fair value adjustments are described above. The following tables present the Company’s assets that are measured at fair value on a nonrecurring basis.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2020 | | | | | | | | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2020 |
| | Readily
Available
Market
Prices(1) | | Observable
Market
Prices(2) | | Company
Determined
Market
Prices(3) | | Total at
Fair
Value | | Total Losses | Total Losses |
| | (Amounts in Thousands) | | | | | | | | | |
| Loans (4) | | | | | | | | | | |
| Agricultural | $ | — | | | $ | — | | | $ | 1,402 | | | $ | 1,402 | | | $ | — | | $ | — | |
| Commercial and financial | — | | | — | | | 1,738 | | | 1,738 | | | 385 | | 385 | |
| Real Estate: | | | | | | | | | | — | |
| Construction, 1 to 4 family residential | — | | | — | | | 566 | | | 566 | | | — | | — | |
| Construction, land development and commercial | — | | | — | | | 423 | | | 423 | | | — | | — | |
| Mortgage, farmland | — | | | — | | | 2,418 | | | 2,418 | | | — | | — | |
| Mortgage, 1 to 4 family first liens | — | | | — | | | 7,783 | | | 7,783 | | | 63 | | 156 | |
| Mortgage, 1 to 4 family junior liens | — | | | — | | | 191 | | | 191 | | | — | | — | |
| Mortgage, multi-family | — | | | — | | | 1,798 | | | 1,798 | | | — | | — | |
| Mortgage, commercial | — | | | — | | | 2,000 | | | 2,000 | | | 75 | | 75 | |
| Loans to individuals | — | | | — | | | — | | | — | | | — | | — | |
| Foreclosed assets (5) | — | | | — | | | — | | | — | | | — | | — | |
| Total | $ | — | | | $ | — | | | $ | 18,319 | | | $ | 18,319 | | | $ | 523 | | $ | 616 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2021 | | | Three Months Ended March 31, 2021 | |
| | Readily
Available
Market
Prices(1) | | Observable
Market
Prices(2) | | Company
Determined
Market
Prices(3) | | Total at
Fair
Value | | | Total Losses | |
| | (Amounts in Thousands) | | | | |
| Loans (4) | | | | | | | | | | | |
| Agricultural | $ | 0 | | | $ | 0 | | | $ | 1,182 | | | $ | 1,182 | | | | $ | 0 | | |
| Commercial and financial | 0 | | | 0 | | | 1,585 | | | 1,585 | | | | 0 | | |
| Real Estate: | | | | | | | | | | | |
| Construction, 1 to 4 family residential | 0 | | | 0 | | | 410 | | | 410 | | | | 0 | | |
| Construction, land development and commercial | 0 | | | 0 | | | 111 | | | 111 | | | | 0 | | |
| Mortgage, farmland | 0 | | | 0 | | | 1,573 | | | 1,573 | | | | 0 | | |
| Mortgage, 1 to 4 family first liens | 0 | | | 0 | | | 6,224 | | | 6,224 | | | | 93 | | |
| Mortgage, 1 to 4 family junior liens | 0 | | | 0 | | | 194 | | | 194 | | | | 0 | | |
| Mortgage, multi-family | 0 | | | 0 | | | 1,770 | | | 1,770 | | | | 0 | | |
| Mortgage, commercial | 0 | | | 0 | | | 4,879 | | | 4,879 | | | | 0 | | |
| Loans to individuals | 0 | | | 0 | | | 0 | | | 0 | | | | 0 | | |
| Foreclosed assets (5) | 0 | | | 0 | | | 0 | | | 0 | | | | 0 | | |
| Total | $ | 0 | | | $ | 0 | | | $ | 17,928 | | | $ | 17,928 | | | | $ | 93 | | |
(1)Considered Level 1 under ASC 820.
(2)Considered Level 2 under ASC 820.
(3)Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.
(4)Represents carrying value and related write-downs of loans for which adjustments are based on the value of the collateral. The carrying value of loans fully-charged off is zero.
(5)Represents the fair value and related losses of foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis (continued)
| | | | December 31, 2019 | | | Year Ended December 31, 2019 | | December 31, 2020 | | Year Ended December 31, 2020 |
| | | Readily
Available
Market
Prices(1) | | Observable
Market
Prices(2) | | Company
Determined
Market
Prices(3) | | Total at Fair
Value | | Total Losses | | Readily
Available
Market
Prices(1) | | Observable
Market
Prices(2) | | Company
Determined
Market
Prices(3) | | Total at Fair
Value | | Total Losses |
| | | (Amounts in Thousands) | | | | (Amounts in Thousands) | |
| Loans (4) | Loans (4) | | Loans (4) | |
| Agricultural | Agricultural | $ | — | | | $ | — | | | $ | 1,272 | | | $ | 1,272 | | | $ | 36 | | Agricultural | $ | 0 | | | $ | 0 | | | $ | 1,081 | | | $ | 1,081 | | | $ | 0 | |
| Commercial and financial | Commercial and financial | — | | | — | | | 1,803 | | | 1,803 | | | 499 | | Commercial and financial | 0 | | | 0 | | | 1,692 | | | 1,692 | | | 385 | |
| Real Estate: | Real Estate: | | Real Estate: | |
| Construction, 1 to 4 family residential | Construction, 1 to 4 family residential | — | | | — | | | — | | | — | | | — | | Construction, 1 to 4 family residential | 0 | | | 0 | | | 414 | | | 414 | | | 0 | |
| Construction, land development and commercial | Construction, land development and commercial | — | | | — | | | 215 | | | 215 | | | 8 | | Construction, land development and commercial | 0 | | | 0 | | | 315 | | | 315 | | | 0 | |
| Mortgage, farmland | Mortgage, farmland | — | | | — | | | 3,576 | | | 3,576 | | | — | | Mortgage, farmland | 0 | | | 0 | | | 1,718 | | | 1,718 | | | 0 | |
| Mortgage, 1 to 4 family first liens | Mortgage, 1 to 4 family first liens | — | | | — | | | 7,986 | | | 7,986 | | | 370 | | Mortgage, 1 to 4 family first liens | 0 | | | 0 | | | 5,906 | | | 5,906 | | | 252 | |
| Mortgage, 1 to 4 family junior liens | Mortgage, 1 to 4 family junior liens | — | | | — | | | 49 | | | 49 | | | — | | Mortgage, 1 to 4 family junior liens | 0 | | | 0 | | | 176 | | | 176 | | | 19 | |
| Mortgage, multi-family | Mortgage, multi-family | — | | | — | | | 1,816 | | | 1,816 | | | — | | Mortgage, multi-family | 0 | | | 0 | | | 1,773 | | | 1,773 | | | 0 | |
| Mortgage, commercial | Mortgage, commercial | — | | | — | | | 1,237 | | | 1,237 | | | 125 | | Mortgage, commercial | 0 | | | 0 | | | 5,082 | | | 5,082 | | | 250 | |
| Loans to individuals | Loans to individuals | — | | | — | | | — | | | — | | | — | | Loans to individuals | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Foreclosed assets (5) | Foreclosed assets (5) | — | | | — | | | — | | | — | | | — | | Foreclosed assets (5) | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Total | Total | $ | — | | | $ | — | | | $ | 17,954 | | | $ | 17,954 | | | $ | 1,038 | | Total | $ | 0 | | | $ | 0 | | | $ | 18,157 | | | $ | 18,157 | | | $ | 906 | |
(1)Considered Level 1 under ASC 820.
(2)Considered Level 2 under ASC 820.
(3)Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.
(4)Represents carrying value and related write-downs of loans for which adjustments are based on the value of the collateral. The carrying value of loans fully-charged off is zero.
(5)Represents the fair value and related losses of foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets.
Note 8.Stock Repurchase Program
On July 26, 2005, the Company’s Board of Directors authorized a program to repurchase up to a total of 1,500,000 shares of the Company’s common stock (the “2005 Stock Repurchase Program”). The Company’s Board of Directors has authorized the 2005 Stock Repurchase Program through December 31, 2020.2022. The Company expects the purchases pursuant to the 2005 Stock Repurchase Program to be made from time to time in private transactions at a price equal to the most recent quarterly independent appraisal of the shares of the Company’s common stock and with the Board reviewing the overall results of the 2005 Stock Repurchase Program on a quarterly basis. All purchases made pursuant to the 2005 Stock Repurchase Program since its inception have been made on that basis. The amount and timing of stock repurchases will be based on various factors, such as the Board’s assessment of the Company’s capital structure and liquidity, the amount of interest shown by shareholders in selling shares of stock to the Company at their appraised value, and applicable regulatory, legal and accounting factors. The Company has purchased 1,298,6031,370,477 shares of its common stock in privately negotiated transactions from August 1, 2005 through June 30, 2020.March 31, 2021. Of these 1,298,6031,370,477 shares, 13,71920,852 shares were purchased during the quarter ended June 30, 2020,March 31, 2021, at an average price per share of $64.03.$62.88.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 9. Commitments and Contingencies
Concentrations of credit risk: The Bank’s loans, commitments to extend credit, unused lines of credit and outstanding letters of credit have been granted to customers within the Bank's market area. Investments in securities issued by state and political subdivisions within the state of Iowa totaled approximately $79.21$96.41 million. The concentrations of credit by type of loan are set forth in Note 5 to the Consolidated Financial Statements. Outstanding letters of credit were granted primarily to commercial borrowers. Although the Bank has a diversified loan portfolio, a substantial portion of its debtors' ability to honor their contracts is dependent upon the economic conditions in Johnson, Linn and Washington Counties, Iowa.
Contingencies: In the normal course of business, the Company and its subsidiaries are subject to pending and threatened legal actions, some of which seek substantial relief or damages. While the ultimate outcome of such legal proceedings cannot be predicted with certainty, after reviewing pending and threatened litigation with counsel, management believes at this time that the outcome of such litigation will not have a material adverse effect on the Company’s business, financial conditions, or results of operations.
On April 10, 2019, Hills Bank was sued in a class action lawsuit in the Iowa District Court for Johnson County. The lawsuit seeks class action status for customers who had paid overdraft fees on debit card transactions that were authorized into a positive account, but settled into a negative account. Plaintiff contends that these overdraft fees breached the terms of Hills Bank’s account documents. Plaintiff seeks compensatory and punitive damages for breach of contract. The Bank disputes the merits of Plaintiff’s claims. The parties are negotiating a class-wide settlement and expect to reach a final agreement in 2020 upon which the settlement will be recorded in the Company's financial statements. At this stage of the proceedings, management of the Bank does not believe that any adverse outcome or potential loss will have a material impact on the Company's financial statements when taken as a whole.
The outbreak of Coronavirus Disease 2019 (“COVID-19”) has and will continue to adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company. The World Health Organization has declared COVID-19 to be a global pandemic indicating that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections.
The spread of the outbreak has caused significant disruptions in the U.S. economy and is highly likely to disrupt banking and other financial activity in the areas in which the Company operates and could also potentially create widespread business continuity issues for the Company. The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. If the global response to contain COVID-19 escalates or is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows. See Note 5 for further discussion regarding the financial impact of COVID-19.
Financial instruments with off-balance sheet risk: The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, credit card participations and standby letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.
The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, credit card participations and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
A summary of the Bank’s commitments at June 30, 2020March 31, 2021 and December 31, 20192020 is as follows:
| | | | June 30, 2020 | | December 31, 2019 | | March 31, 2021 | | December 31, 2020 |
| | | (Amounts In Thousands) | | | (Amounts In Thousands) |
| Firm loan commitments and unused portion of lines of credit: | Firm loan commitments and unused portion of lines of credit: | | Firm loan commitments and unused portion of lines of credit: | |
| Home equity loans | Home equity loans | $ | 71,715 | | | $ | 65,203 | | Home equity loans | $ | 75,059 | | | $ | 69,974 | |
| Credit cards | Credit cards | 60,945 | | | 57,421 | | Credit cards | 61,828 | | | 60,535 | |
| Commercial, real estate and home construction | Commercial, real estate and home construction | 105,542 | | | 94,490 | | Commercial, real estate and home construction | 155,666 | | | 118,186 | |
| Commercial lines and real estate purchase loans | Commercial lines and real estate purchase loans | 246,435 | | | 207,051 | | Commercial lines and real estate purchase loans | 279,335 | | | 234,907 | |
| Outstanding letters of credit | Outstanding letters of credit | 8,418 | | | 8,569 | | Outstanding letters of credit | 8,310 | | | 8,056 | |
Note 10.Income Taxes
Federal income tax expense for the sixthree months ended June 30,March 31, 2021 and 2020 and 2019 was computed using the consolidated effective federal tax rate. The Company also recognized income tax expense pertaining to state franchise taxes payable individually by the subsidiary bank. The Company files a consolidated tax return for federal purposes and separate tax returns for State of Iowa purposes. The tax years ended December 31, 2020, 2019, 2018 and 20172018 remain subject to examination by the Internal Revenue Service. For state tax purposes, the tax years ended December 31, 2020, 2019, 2018 and 20172018 remain open for
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
examination. There were no material unrecognized tax benefits at June 30, 2020March 31, 2021 and December 31, 20192020 and therefore no interest or penalties on unrecognized tax benefits has been recorded. As of June 30, 2020,March 31, 2021, the Company does not anticipate any significant increase in unrecognized tax benefits during the twelve-month period ending June 30, 2021.March 31, 2022. Income taxes as a percentage of income before taxes were 22.16%22.29% for the sixthree months ended June 30, 2020March 31, 2021 and 21.70%20.34% for the same period in 2019. 2020.
Note 11.Derivative Financial Instruments
In the normal course of business, the Bank may use derivative financial instruments to manage its interest rate risk. These instruments carry varying degrees of credit, interest rate and market or liquidity risks. Derivative instruments are recognized as either assets or liabilities in the accompanying financial statement and are measured at fair value. The Bank’s objectives are to add stability to its net interest margin and to manage its exposure to movements in interest rates. The contract or notional amount of a derivative is used to determine, along with the other terms of the derivative, the amount to be exchanged between the counterparties. The Bank is exposed to credit risk in the event of nonperformance by counterparties to financial instruments. The Bank minimizes this risk by entering into derivative contracts with large, stable financial institutions. The Bank has not experienced any losses from nonperformance by counterparties. The Bank monitors counterparty risk in accordance with the provisions of ASC 815. In addition, the Bank’s interest rate-related derivative instruments contain language outlining collateral pledging requirements for each counterparty. Collateral must be posted when the market value exceeds certain threshold limits which are determined by credit ratings of each counterparty. The Bank terminated one interest rate swap in December 2020 and the other matured in November 2020, therefore the Bank was not required to pledge $3.44 million of collateral as of June 30,March 31, 2021 and December 31, 2020.
Cash Flow Hedges:
The Bank executed 2 forward-starting interest rate swap transactions on November 7, 2013. NaN of the interest rate swap transactions had an effective date of November 9, 2015, and an expiration date of November 9, 2020, effectively converting $25.00 million of variable rate debt to fixed rate debt. The other interest rate swap transaction had an effective date of November 7, 2016 and an expiration date of November 7, 2023, effectively converting $25.00 million of variable rate debt to fixed rate debt. For accounting purposes, these swap transactions arewere designated as a cash flow hedge of the changes in cash flows attributable to changes in three-month LIBOR, the benchmark interest rate being hedged, associated with the interest payments made on an amount of the Bank’s debt principal equal to the then-outstanding swap notional amount. At inception, the Bank asserted that the underlying principal balance would remain outstanding throughout the hedge transaction making it probable that sufficient LIBOR-based interest payments would exist through the maturity date of the swaps. The Bank terminated the remaining interest rate swap in December 2020 and in connection with the termination paid $2.684 million million to the counterparty. The losses realized on the interest rate swap were reclassified into the income statement from other comprehensive income. In connection with the termination of the swap, the related FHLB borrowings were paid off. There were no remaining derivative instruments designated as cash flow hedges as of March 31, 2021 and December 31, 2020.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The table below identifiesThere were no gains and losses recognized on the balance sheet category and fair values of the Bank’sBank's derivative instruments designated as cash flow hedges as of June 30, 2020 and Decemberfor the three months ended March 31, 2019:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Notional
Amount | | Fair
Value | | Balance
Sheet
Category | | Maturity |
| | (Amounts in Thousands) | | | | | | |
| June 30, 2020 | | | | | | | |
| Interest rate swap | $ | 25,000 | | | $ | (321) | | | Other Liabilities | | 11/9/2020 |
| Interest rate swap | 25,000 | | | (3,118) | | | Other Liabilities | | 11/7/2023 |
| | | | | | | |
| December 31, 2019 | | | | | | | |
| Interest rate swap | $ | 25,000 | | | $ | (279) | | | Other Liabilities | | 11/9/2020 |
| Interest rate swap | 25,000 | | | (2,070) | | | Other Liabilities | | 11/7/2023 |
2021. The table below identifies the gains and losses recognized on the Bank’s derivative instruments designated as cash flow hedges for the sixthree months ended June 30, 2020 and year ended DecemberMarch 31, 2019:2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| Recognized
in OCI | | Reclassified from AOCI into
Income | | | | Recognized in Income on
Derivatives | | |
| Amount of
Gain (Loss) | | Category | | Amount
of Gain
(Loss) | | Category | | Amount
of Gain
(Loss) |
| (Amounts in Thousands) | | | | | | | | |
June 30, 2020 | | | | | | | | | |
Interest rate swap | $ | (32) | | | Interest Expense | | $ | — | | | Other Income | | $ | — | |
Interest rate swap | (786) | | | Interest Expense | | — | | | Other Income | | — | |
| | | | | | | | | |
December 31, 2019 | | | | | | | | | |
Interest rate swap | $ | (119) | | | Interest Expense | | $ | — | | | Other Income | | $ | — | |
Interest rate swap | (446) | | | Interest Expense | | — | | | Other Income | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
| | Recognized
in OCI | | Reclassified from AOCI into
Income | | Recognized in Income on
Derivatives |
| | Amount of
Gain (Loss) | | Category | | Amount
of Gain
(Loss) | | Category | | Amount
of Gain
(Loss) |
| | (Amounts in Thousands) |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| March 31, 2020 | | | | | | | | | |
| Interest rate swap | $ | (58) | | | Interest Expense | | $ | 0 | | | Other Income | | $ | 0 | |
| Interest rate swap | (766) | | | Interest Expense | | 0 | | | Other Income | | 0 | |
| | | | | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following is management’s discussion and analysis of the financial condition of Hills Bancorporation (“Hills Bancorporation” or “the Company”) and its banking subsidiary Hills Bank and Trust Company (“the Bank”) for the dates and periods indicated. The discussion and analysis should be read in conjunction with the consolidated financial statements and the accompanying footnotes.
Special Note Regarding Forward Looking Statements
This report contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of such term in the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Actual results may differ materially from those included in the forward-looking statements. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.
The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Company include, but are not limited to, the following:
•The strength of the United States economy in general and the strength of the local economies in which the Company conducts its operations which may be less favorable than expected and may result in, among other things, a deterioration in the credit quality and value of the Company’s assets.
•The effects of recent financial market disruptions and/or an economic recession, and monetary and other governmental actions designed to address such disruptions.
•The financial strength of the counterparties with which the Company or the Company’s customers do business and as to which the Company has investment or financial exposure.
•The credit quality and credit agency ratings of the securities in the Company’s investment securities portfolio, a deterioration or downgrade of which could lead to recognition of an allowance for credit losses or other-than-temporary impairment of the affected securities and the recognition of an impairment loss.
•The effects of, and changes in, laws, regulations and policies affecting banking, securities, insurance and monetary and financial matters as well as any laws otherwise affecting the Company.
•The effects of changes in interest rates (including the effects of changes in the rate of prepayments of the Company’s assets) and the policies of the Board of Governors of the Federal Reserve System.
•The ability of the Company to compete with other financial institutions as effectively as the Company currently intends due to increases in competitive pressures in the financial services sector.
•The ability of the Company to obtain new customers and to retain existing customers.
•The timely development and acceptance of products and services, including products and services offered through alternative electronic delivery channels.
•Technological changes implemented by the Company and by other parties, including third party vendors, which may be more difficult or more expensive than anticipated or which may have unforeseen consequences to the Company and its customers.
•The ability of the Company to develop and maintain secure and reliable electronictechnology systems.
•The ability of the Company to retain key executives and employees and the difficulty that the Company may experience in replacing key executives and employees in an effective manner.
•Consumer spending and saving habits which may change in a manner that affects the Company’s business adversely.
•The economic impact of natural disasters, diseases and/or pandemics, such as the COVID-19 pandemic, terrorist attacks and military actions.
•Business combinations and the integration of acquired businesses and assets which may be more difficult or expensive than expected.
•The costs, effects and outcomes of existing or future litigation.
•Changes in accounting policies and practices that may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board.
•The ability of the Company to manage the risks associated with the foregoing as well as anticipated.
These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including other factors that could materially affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission.
COVID-19: What the Company knows and what steps we have taken.
The outbreak of Coronavirus Disease 2019 (“COVID-19”) has and will continue to adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company. The World Health Organization has declared COVID-19 to be a global pandemic indicating that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections.
The spread of the outbreak has caused significant disruptions in the U.S. economy and is highly likely to disrupt banking and other financial activity in the areas in which the Company operates and could also potentially create widespread business continuity issues for the Company. The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. If the global response to contain COVID-19 escalates or is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows.
Communities
Offices
With the health of our employees and customers being our top concern, the Bank implemented the following changes in response to the pandemic:
•Plexiglass windows on our teller stations and reception areas
•A limit on the number of people who can be in the lobbies at one time
•Transaction areas and reusable items will be frequently cleaned
•Hand sanitizing stations located at each entrance
•Floor stickers to guide social distancing while waiting in line
•Require both customers and employees to wear protective face coverings, among other social distancing requirements for both customers and employees.
Drive-thru services remain available as well as all ATM’s to complete needed transactions. Customers are also able to directly contact our bankers through calling the customer contact center, engaging with a digital banker via the HERE by Hills Bank app, or through Hills Bank Online which is available 24/7.
The Bank continues to promote social distancing by encouraging employees who can work remotely to do so and in other cases, departments have been dispersed to keep the team separated. The Bank has also arranged for vaccinations to be available for
employees. We do not anticipate significant challenges to our ability to maintain our systems and controls in light of the measures we have taken to prevent the spread of COVID-19. No material operational or internal control challenges or risks have been identified to date.
Customers
Loans
With the Federal Reserve rate decreases, a surge in home loan activity has occurred, a significant portion of which is refinance related. The Bank sells most of its home loans into the secondary market and has seen a significant increase in the net gain on the sale of these loans.
The Bank is working with customers who request forbearance agreements and has also provided short-term modifications for customers primarily through deferrals of principal only payments for three to six months. Throughout 2020, COVID-19 related payment deferrals provided for customers totaled approximately 14.82% of total loans. As of March 31, 2021 and December 31, 2020, COVID-19 related payment deferrals were approximately 0.50% and 1.20% of total loans, respectively.
The Bank continues to assist customers through this difficult time in the best manner possible by providing $127.10 million of Paycheck Protection Program (PPP) loans through December 31, 2020. With the passage of the Coronavirus Response and Relief Supplemental Appropriations Act 2021 in late December 2020, the Bank has provided additional PPP loans totaling $46.65 million through March 31, 2021 to further assist our customers. The PPP loans have a two or five year term and earn interest at 1%. Loans funded through the PPP program are fully guaranteed by the U.S. government if certain criteria are met. The Bank believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. As of March 31, 2021, the Bank has outstanding PPP loan balances of $82.35 million and has received forgiveness payments totaling $90.31 million from the SBA.
Financial - Exposures
As discussed above, throughout the first quarter of 2021 and the year ended 2020, the Company provided a significant number of PPP loans to customers as well as short-term loan modifications deferring principal and interest or principal only for three to six months. During late summer and fall, a significant number of the COVID-19 related short-term loan modifications expired with the majority of customers able to return to scheduled payments. A small percentage of customers have requested additional pandemic-related modifications described above.
Section 4013 of the CARES Act, “Temporary Relief From Troubled Debt Restructurings,” allows financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time during the COVID-19 pandemic. In March 2020, various regulatory agencies, including the FRB and the FDIC, issued an interagency statement, effective immediately, on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not to be considered TDRs. This includes short-term (e.g., six months) modifications, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. As of March 31, 2021, the total amount of the eligible loans in deferral (deferral of principal and/or interest) that met the requirements set forth under the interagency statement and therefore were not considered TDRs was 16 loans, totaling $9.6 million. The Bank anticipates that the current and future economic conditions will continue to have an impact on the initial modifications that were made that qualified under such criteria.
The COVID-19 pandemic represents an unprecedented challenge to the global economy in general and the financial services sector in particular. However, there is still significant uncertainty regarding the overall length of the pandemic and the aggregate impact that it will have on global and regional economies, including uncertainties regarding the potential positive effects of governmental actions taken in response to the pandemic during 2020. With so much uncertainty, it is impossible for the Bank to accurately predict the impact that the pandemic will have on the Bank’s primary markets and the overall extent to which it will affect the Bank’s financial condition and results of operations into 2021. Nonetheless, management believes that the Bank’s current regulatory capital position is adequate to face the coming challenges.
To account for potential exposures resulting from the pandemic, the Bank has increased its allowance for credit losses under CECL for the quarter ended March 31, 2021 by approximately $2.86 million when compared to the allowance for loan losses under the incurred loss methodology as of December 31, 2019. The Bank is fully prepared to make additional provisions as warranted by the COVID-19 situation. The Bank anticipates that a significant portion of the Bank’s borrowers in the hospitality
industry, which represents approximately 0.2% of our loan portfolio, will endure significant economic distress which will adversely affect their ability to repay existing indebtedness. These developments, together with economic conditions generally, are also expected to impact the value of certain collateral securing our loans.
Our credit administration is closely monitoring and analyzing the higher risk segments within the loan portfolio, tracking loan payment deferrals, customer liquidity and providing timely reports to senior management and the board of directors. Based on the Company’s capital levels, prudent underwriting policies, loan concentration diversification and our geographic footprint, we currently expect to be able to manage the economic risks and uncertainties associated with the pandemic and remain adequately capitalized.
The Company continued to maintain the payment of its annual dividend consistent with its past practices.
Government Response
Congress, the FRB and the other U.S. state and federal financial regulatory agencies have taken actions to mitigate disruptions to economic activity and financial stability resulting from the COVID-19 pandemic. The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and passed measures to provide relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. The descriptions below summarize additional significant government actions taken in response to the COVID-19 pandemic. The descriptions are qualified in their entirety by reference to the particular statutory or regulatory provisions or government programs summarized.
The CARES Act
The Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law on March 27, 2020. Among other provisions, the CARES Act includes funding for the SBA to expand lending, relief from certain U.S. GAAP requirements to allow COVID-19-related loan modifications to not be categorized as troubled debt restructurings and a range of incentives to encourage deferment, forbearance or modification of consumer credit and mortgage contracts. One of the key CARES Act programs is the Paycheck Protection Program, which temporarily expanded the SBA’s business loan guarantee program to include forgivable loans used for permissible purposes, which were issued under the program through August 8, 2020. Paycheck Protection Program loans are available to a broader range of entities than ordinary SBA loans, and the loan may be forgiven in an amount equal to payroll costs and certain other expenses during either an eight-week or twenty-four week “covered period.” The Bank is participating in this program as described above.
The CARES Act contains additional protections for homeowners and renters of properties with federally-backed mortgages, including a 60-day moratorium on the initiation of foreclosure proceedings beginning on March 18, 2020 and a 120-day moratorium on initiating eviction proceedings effective March 27, 2020. These foreclosure and eviction moratoriums have been extended through June 2021 by the Federal Housing Administration. Borrowers of federally-backed mortgages have the right under the CARES Act to request up to 360 days of forbearance on their mortgage payments if they experience financial hardship directly or indirectly due to the coronavirus-related public health emergency.
Also pursuant to the CARES Act, the U.S. Treasury has the authority to provide loans, guarantees and other investments in support of eligible businesses, states and municipalities affected by the economic effects of COVID-19. Some of these funds have been used to support several FRB programs and facilities described below or additional programs or facilities that are established by its authority under Section 13(3) of the Federal Reserve Act and meeting certain criteria.
Coronavirus Response and Relief Supplemental Appropriations Act 2021
On December 21, 2020, the House and Senate passed legislation to supply the latest round of COVID-19 relief, authorizing more than $900 billion in economic aid to small businesses and consumers—the second largest stimulus in history, behind only the CARES (Coronavirus Aid Relief and Economic Security) Act that Congress enacted in March. The bill also includes appropriations provisions to keep the government funded through September 30, 2021, as well as a host of miscellaneous items.
The summary below focuses on key banking provisions while omitting significant provisions on many other important topics, including an extension of enhanced unemployment insurance and funding for vaccine distribution, school reopening, and the airline industry.
In particular, the banking aspects of the package include the following:
a.An additional $284.6 billion in Paycheck Protection Program (PPP) funding for loans to small businesses, including for borrowers who have previously received a PPP loan.
b.A one-page simplified forgiveness process for PPP loans under $150,000.
c.Clarification to various CARES Act provisions, the tax treatment of PPP expenses, lender responsibilities for agent fees, and lender “hold harmless” protections under the PPP and other laws.
d.A further delay in Troubled Debt Restructuring (TDR) accounting until 60 days after the termination of the national emergency, or January 1, 2022.
e.A further optional delay in Current Expected Credit Loss (CECL) accounting until January 1, 2022.
f.A new round of Economic Impact Payments (EIPs) for consumers, with aggressive distribution timelines and new exemptions from garnishments.
g.Significant added support for Community Development Financial Institutions (CDFIs) and Minority Depository Institutions (MDIs).
h.Funding for agricultural support programs and for renter assistance programs.
i.Termination of existing Federal Reserve emergency lending authority under the CARES Act, while preserving the Fed’s general 13(3) emergency authority existing prior to that Act.
FRB Actions
The FRB has taken a range of actions to support the flow of credit to households and businesses. For example, on March 15, 2020, the FRB reduced the target range for the federal funds rate to 0 to 0.25% and announced that it would increase its holdings of U.S. Treasury securities and agency mortgage-backed securities and begin purchasing agency commercial mortgage-backed securities. The FRB has also encouraged depository institutions to borrow from the discount window and has lowered the primary credit rate for such borrowing by 150 basis points while extending the term of such loans up to 90 days. Reserve requirements have been reduced to zero as of March 26, 2020.
In addition, the FRB has established, or has taken steps to establish, a range of facilities and programs to support the U.S. economy and U.S. marketplace participants in response to economic disruptions associated with COVID-19. Through these facilities and programs, the FRB, relying on its authority under Section 13(3) of the Federal Reserve Act, has taken steps to directly or indirectly purchase assets from, or make loans to, U.S. companies, financial institutions, municipalities and other market participants.
Critical Accounting Policies
On January 1, 2021, the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the allowance for credit losses use the current expected credit loss (CECL) methodology. The following is a discussion of the methodologies used by the Company both pre- and post-adoption of ASC 326.
Post-ASC 326 CECL Adoption:
The preparation of financial statements in accordance with the accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make a number of judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expense in the financial statements. Various elements of our accounting policies, by their nature, involve the application of highly sensitive and judgmental estimates and assumptions. Some of these policies and estimates relate to matters that are highly complex and contain substantial inherent uncertainties. Management has made significant estimates in several areas, including the allowance for credit losses (see Note 5 - Loans and Note 4 - Securities) and the fair value of debt securities (see Note 4 - Securities).
We have identified the following accounting policies and estimates that, due to the inherent judgments and assumptions and the potential sensitivity of the financial statements to those judgments and assumptions, are critical to an understanding of our financial statements. We believe that the judgments, estimates and assumptions used in the preparation of the Company's financial statements are appropriate. For a further description of our accounting policies, see Note 1 - Summary of Significant Accounting Policies in the financial statements included in this Form 10-Q.
The allowance for credit losses for loans represents management's estimate of all expected credit losses over the expected contractual life of our existing loan portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for credit losses in those future periods.
We employ a disciplined process and methodology to establish our allowance for credit losses that has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.
Based upon this methodology, management establishes an asset-specific allowance for loans that do not share risk characteristics with other loans based on the amount of expected credit losses calculated on those loans and charges off amounts determined to be uncollectible. Factors we consider in measuring the extent of expected credit loss include payment status, collateral value, borrower financial condition, guarantor support and the probability of collecting scheduled principal and interest payments when due.
When a loan does not share risk characteristics with other loans, we measure expected credit loss as the difference between the amortized cost basis in the loan and the present value of expected future cash flows discounted at the loan's effective interest rate except that, for collateral- dependent loans, credit loss is measured as the difference between the amortized cost basis in the loan and the fair value of the underlying collateral. The fair value of the collateral is adjusted for the estimated cost to sell if repayment or satisfaction of a loan is dependent on the sale (rather than only on the operation) of the collateral. In accordance with our appraisal policy, the fair value of collateral-dependent loans is based upon independent third-party appraisals or on collateral valuations prepared by in-house evaluations. Once a third-party appraisal is greater than one year old, or if its determined that market conditions, changes to the property, changes in intended use of the property or other factors indicate that an appraisal is no longer reliable, we perform an internal collateral valuation to assess whether a change in collateral value requires an additional adjustment to carrying value. When we receive an updated appraisal or collateral valuation, management reassesses the need for adjustments to the loan's expected credit loss measurements and, where appropriate, records an adjustment. If the calculated expected credit loss is determined to be permanent, fixed or nonrecoverable, the credit loss portion of the loan will be charged off against the allowance for credit losses. Loans designated having significantly increased credit risk are generally placed on nonaccrual and remain in that status until all principal and interest payments are current and the prospects for future payments in accordance with the loan agreement are reasonably assured, at which point the loan is returned to accrual status.
In estimating the component of the allowance for credit losses for loans that share common risk characteristics, loans are
segregated into loan classes. Loans are designated into loan classes based on loans pooled by product types and similar risk characteristics or areas of risk concentration. Credit loss assumptions are estimated using a model that categorizes loan pools based on loan type and purpose. This model calculates an expected life-of-loan loss percentage for each loan category by considering the probability of default using historical life-of-loan analysis periods for agricultural, 1 to 4 family first and junior liens, commercial and consumer segments, and the severity of loss, based on the aggregate net lifetime losses incurred per loan class.
The component of the allowance for credit losses for loans that share common risk characteristics also considers factors for each loan class to adjust for differences between the historical period used to calculate historical default and loss severity rates and expected conditions over the remaining lives of the loans in the portfolio related to:
•Lending policies and procedures;
•International, national, regional and local economic business conditions and developments that affect the collectability of the portfolio, including the condition of various markets;
•The nature of the loan portfolio, including the terms of the loans;
•The experience, ability and depth of the lending management and other relevant staff;
•The volume and severity of past due and adversely classified or graded loans and the volume of nonaccrual loans;
•The quality of our loan review and process;
•The value of underlying collateral for collateral-dependent loans;
•The existence and effect of any concentrations of credit and changes in the level of such concentrations; and
•The effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio.
Such factors are used to adjust the historical probabilities of default and severity of loss so that they reflect management expectation of future conditions based on a reasonable and supportable forecast. To the extent the lives of the loans in the portfolio extend beyond the period for which a reasonable and supportable forecast can be made, the bank reduces, on a straight-line basis over the remaining life of the loans, the adjustments so that model reverts back to the historical rates of default and severity of loss.
The expense for credit loss recorded through earnings is the amount necessary to maintain the allowance for credit losses at the amount of expected credit losses inherent within the loans held for investment portfolio. The amount of expense and the corresponding level of allowance for credit losses for loans are based on our evaluation of the collectability of the loan portfolio based on historical loss experience, reasonable and supportable forecasts, and other significant qualitative and quantitative factors.
The allowance for credit losses for loans, as reported in our consolidated balance sheet, is adjusted by an expense for credit losses, which is recognized in earnings, and reduced by the charge-off of loan amounts, net of recoveries. For further information on the allowance for credit losses for loans, see Note 1 - Summary of Significant Accounting Policies and Note 5 - Loans in the notes to the financial statements of this Form 10-Q.
Pre-ASC 326 CECL Adoption:
The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The financial information contained within these financial statements is, to a significant extent, financial information that is based on approximate measures of the financial effects of transactions and events that have already occurred. Based on its consideration of accounting policies that involve the most complex and subjective decisions and assessments, management has identified its most critical accounting policies to be those which are related to the allowance for loan losses. The Company's allowance for loan losses methodology incorporates a variety of risk considerations, both quantitative and qualitative in establishing an allowance for loan losses that management believes is appropriate at each reporting date. Quantitative factors include the Company's historical loss experience, delinquency and charge-off trends, collateral values, changes in impaired loans, and other factors. Quantitative factors also incorporate known information about individual loans, including borrowers' sensitivity to interest rate movements. Qualitative factors include the general economic environment in the Company's markets, including economic conditions throughout the Midwest and the state of certain industries. Determinations relating to the possible level of future loan losses are based in part on subjective judgments by management. Future loan losses in excess of current estimates, could materially adversely affect our results of operations or financial position. Size and complexity of individual credits in relation to loan structure, existing loan policies and pace of portfolio growth are other qualitative factors that are considered in the methodology. As the Company adds new products and increases the complexity of its loan portfolio, it will enhance its methodology accordingly. This discussion of the Company’s critical accounting policies should be read in conjunction with the Company’s consolidated financial statements and the
accompanying notes presented elsewhere herein, as well as other relevant portions of Management’s Discussion and Analysis of Financial Condition and Results of Operations. Although management believes the levels of the allowance as of June 30, 2020 and December 31, 2019 were2020 was adequate to absorb probable losses inherent in the loan portfolio, a decline in local economic conditions, or other factors, could result in increasing losses that cannot be reasonably predicted at this time.
With the passage of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the option to delay CECL was provided until the earlier of the national health emergency being declared over or December 31, 2020. The Company elected to delay implementing CECL and continued to use the incurred loss method to calculate the allowance for loan losses as of and for the period ending June 30, 2020.
COVID-19: What the Company knows and what steps we have taken.
The outbreak of Coronavirus Disease 2019 (“COVID-19”) has and will continue to adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company. The World Health Organization has declared COVID-19 to be a global pandemic indicating that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections.
The spread of the outbreak has caused significant disruptions in the U.S. economy and is highly likely to disrupt banking and other financial activity in the areas in which the Company operates and could also potentially create widespread business continuity issues for the Company. The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. If the global response to contain COVID-19 escalates or is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows.
Shareholders
Dividend declaration
The Company expects to continue to maintain the payment of its annual dividend consistent with its past practices.
Communities
Offices
With the health of our employees and customers being our top concern, as of March 17, 2020, the Bank temporarily suspended branch lobby hours to the public for walk-in transactions. The Bank has since reopened all branch lobbies with the following changes:
• Plexiglass windows on our teller stations and reception areas
•A limit on the number of people who can be in the lobby at one time
•Transaction areas and reusable items will be frequently wiped down
•Hand sanitizing stations located at each entrance
•Floor stickers to guide social distancing while waiting in line
•Require all customers and non-customers entering lobbies to wear face masks.
Drive-thru services remain available as well as all ATM’s to complete needed transactions. Customers are also able to directly contact our bankers through the HERE by Hills Bank app and Hills Bank Online is available 24/7.
Consumers
Home Loans
With theFederal Reserve rate drops of 150 basis points in March (100 basis points of which was directly related to the effects of the virus on the economy), a surge in home loan activity has occurred, a significant portion of which is refinance related. The Bank sells most of its home loans into the secondary market and has seen a significant increase in the net gain on the sale of these loans.
The Bank is working with customers who request forbearance agreements, though this has not been a significant number or dollar amount of agreements as of June 30, 2020. The Bank has also provided short-term modifications for customers primarily through deferrals of principal only payments for three or four months. Commercial related modifications including commercial and financial and multifamily and commercial real estate mortgages were provided for 512 loans totaling $318.79 million. 1 to 4 family and consumer related modifications were provided for 626 loans totaling $74.27 million and agricultural related modifications were provided for 12 loans totaling $3.30 million.
The Bank continues to assist our customers through this difficult time in the best manner possible by providing $125.65 million of Paycheck Protection Program (PPP) loans as of June 30, 2020.
Employees
The Bank continues to promote social distancing by encouraging employees who can work remotely to do so and in other cases, departments have been dispersed to keep the team separated.
Financial - Exposures
Given the timing of the outbreak in the United States of the COVID-19 pandemic, the Company’s first quarter performance was not significantly impacted with the exception of the provision for loan losses. In the second quarter, the Company provided a significant number of PPP loans to customers as well as short-term loan modifications deferring principal and interest or principal only for three to four months. The COVID-19 pandemic represents an unprecedented challenge to the global economy in general and the financial services sector in particular. However, there is still significant uncertainty regarding the overall length of the pandemic and the aggregate impact that it will have on global and regional economies, including uncertainties regarding the potential positive effects of governmental actions taken in response to the pandemic during the first half of 2020. With so much uncertainty, it is impossible for the Bank to accurately predict the impact that the pandemic will have on the Company’s primary markets and the overall extent to which it will affect the Company’s financial condition and results of operations during the remainder of the current fiscal year. At a minimum, the actions taken by the Company to assist its customers experiencing challenges from the pandemic will likely have a material impact on the Company’s performance in 2020. Nonetheless, management believes that the Company’s current regulatory capital position is adequate to face the coming challenges.
To account for potential exposures resulting from the pandemic, the Bank has increased its allowance for loan losses for the six months ended June 30, 2020 by approximately $3.9 million. The Bank is fully prepared to make additional provisions as warranted by the COVID-19 situation.
Our credit administration is closely monitoring and analyzing the higher risk segments within the loan portfolio, tracking loan payment deferrals, customer liquidity and providing timely reports to senior management and the board of directors. Based on the Company’s capital levels, prudent underwriting policies, loan concentration diversification and our geographic footprint, we currently expect to be able to manage the economic risks and uncertainties associated with the pandemic and remain adequately capitalized.
Government Response
Congress, the FRB and the other U.S. state and federal financial regulatory agencies have taken actions to mitigate disruptions to economic activity and financial stability resulting from the COVID-19 pandemic. The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and passed measures to provide relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. The descriptions below summarize additional significant government actions taken in response to the COVID-19 pandemic. The descriptions are qualified in their entirety by reference to the particular statutory or regulatory provisions or government programs summarized.
The CARES Act
The Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law on March 27, 2020. Among other provisions, the CARES Act includes funding for the SBA to expand lending, relief from certain U.S. GAAP requirements to allow COVID-19-related loan modifications to not be categorized as troubled debt restructurings and a range of incentives to encourage deferment, forbearance or modification of consumer credit and mortgage contracts. One of the key CARES Act programs is the Paycheck Protection Program, which temporarily expands the SBA’s business loan guarantee program through August 8, 2020. Paycheck Protection Program loans are available to a broader range of entities than ordinary SBA loans, and the loan may be forgiven in an amount equal to payroll costs and certain other expenses during either an eight-week or twenty-four week “covered period.” The Bank is participating in this program as described above.
The CARES Act contains additional protections for homeowners and renters of properties with federally-backed mortgages, including a 60-day moratorium on the initiation of foreclosure proceedings beginning on March 18, 2020 and a 120-day moratorium on initiating eviction proceedings effective March 27, 2020. Borrowers of federally-backed mortgages have the right under the CARES Act to request up to 360 days of forbearance on their mortgage payments if they experience financial hardship directly or indirectly due to the coronavirus-related public health emergency.
Also pursuant to the CARES Act, the U.S. Treasury has the authority to provide loans, guarantees and other investments in support of eligible businesses, states and municipalities affected by the economic effects of COVID-19. Some of these funds have been used to support several FRB programs and facilities described below or additional programs or facilities that are established by its authority under Section 13(3) of the Federal Reserve Act and meeting certain criteria.
FRB Actions
The FRB has taken a range of actions to support the flow of credit to households and businesses. For example, on March 15, 2020, the FRB reduced the target range for the federal funds rate to 0 to 0.25% and announced that it would increase its holdings of U.S. Treasury securities and agency mortgage-backed securities and begin purchasing agency commercial mortgage-backed securities. The FRB has also encouraged depository institutions to borrow from the discount window and has lowered the primary credit rate for such borrowing by 150 basis points while extending the term of such loans up to 90 days. Reserve requirements have been reduced to zero as of March 26, 2020.
In addition, the FRB has established, or has taken steps to establish, a range of facilities and programs to support the U.S. economy and U.S. marketplace participants in response to economic disruptions associated with COVID-19. Through these facilities and programs, the FRB, relying on its authority under Section 13(3) of the Federal Reserve Act, has taken steps to directly or indirectly purchase assets from, or make loans to, U.S. companies, financial institutions, municipalities and other market participants.
Overview
This overview highlights selected information and may not contain all of the information that is important to you in understanding our performance during the period. For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources, and critical accounting estimates, you should carefully read this entire report.
The Company is a holding company engaged in the business of commercial banking. The Company’s subsidiary is Hills Bank and Trust Company, Hills, Iowa (the “Bank”), which is wholly-owned. The Bank was formed in Hills, Iowa in 1904. The Bank is a full-service commercial bank extending its services to individuals, businesses, governmental units and institutional customers primarily in the communities of Hills, Iowa City, Coralville, North Liberty, Lisbon, Mount Vernon, Kalona, Wellman, Cedar Rapids, Marion, and Washington, Iowa. At June 30, 2020,March 31, 2021, the Bank has nineteen full-service locations.
Net income for the sixthree month period ended June 30, 2020March 31, 2021 was $18.79$15.20 million compared to $22.42$7.08 million for the same sixthree months of 2019, a decrease2020, an increase of 16.22%114.80%. The $3.64$8.12 million decreaseincrease in net income was caused by a number of factors. The principal factors in the decreaseincrease in net income for the first sixthree months of 20202021 are an increasea reversal in the provision for loan lossescredit loss reserves of $6.44$2.98 million, primarily due to the uncertainty created by the COVID-19 pandemic, andimprovements in economic factor forecasts, an increase in noninterest expensesincome of $1.69 million. This change was offset by$2.87 million, and an increase in net interest income of $2.03 million, an increase in noninterest income of $1.60 million and a decrease in income tax expense of $0.87$1.64 million.
The Company achieved a return on average assets of 1.25%1.29% and a return on average equity of 11.30%11.67% for the twelve months ended June 30, 2020,March 31, 2021, compared to the twelve months ended June 30, 2019,March 31, 2020, which were 1.24%1.26% and 11.48%11.49%, respectively. Dividends of $0.89$0.94 per share were paid in January 20202021 to 2,6442,701 shareholders. The 2019 dividend paid in January 2020 was $0.82$0.89 per share.
The Company’s net interest income is the largest component of revenue and it is primarily a function of the average earning assets and the net interest margin percentage. The Company achieved a net interest margin on a tax-equivalent basis of 3.13%2.90% for the sixthree months ended June 30, 2020March 31, 2021 compared to 3.23%3.16% for the same sixthree months of 2019.2020. Average earning assets were $3.282$3.734 billion year to date in 20202021 and $3.065$3.186 billion in 2019.2020.
Highlights noted on the balance sheet as of June 30, 2020March 31, 2021 for the Company included the following:
•Total assets were $3.577$4.003 billion, an increase of $276.41$222.66 million since December 31, 2019.2020.
•Cash and cash equivalents were $368.83$819.44 million, an increase of $126.86$245.13 million since December 31, 2019.2020. Cash and cash equivalents growth included approximately $104 million of temporary public funds. A portion of the increase can also be attributed to increased savings with the current negative economic environment due to the pandemic.
•Net loans were $2.757$2.664 billion, an increasea decrease of $142.09$53.81 million since December 31, 2019.2020. The increase was primarily duedecrease is attributable to the Bank receiving $48.90 million of PPP loans provided to customers totaling $125.65 million.loan forgiveness payments from the SBA for the three months ended March 31, 2021. Loans held for sale increased $32.12decreased $24.37 million since December 31, 2019.2020.
•Tax credit real estate increased by $4.01 million for the three months ended March 31, 2021, primarily attributable to a $4.18 million investment in a multi-family affordable housing rental property.
•Deposits increased $262.89$218.76 million since December 31, 2019.2020. Deposit growth included approximately $104 million in temporary public funds.
•Liabilities as of March 31, 2021 include $4.34 million of allowance for credit losses on off-balance sheet credit exposures upon the adoption of CECL starting January 1, 2021.
Reference is made to Note 7 for a discussion of fair value measurements which relate to methods used by the Company in recording assets and liabilities on its financial statements.
Financial Condition
The COVID-19 pandemic has created significant uncertainty regarding projecting loan demand throughout 2021.
Financial Condition
As indicated in the table below, growth in the loan portfolio since year end was primarily in commercial and financial, multi-family and commercial real estate loans. The significant increase in commercial and financial is due to PPP loans totaling $125.65 million being provided to customers.
The COVID-19 pandemic has created significant uncertainty regarding projecting loan demand throughout the remainder of 2020 and into 2021.
The following table sets forth the composition of the loan portfolio as of June 30, 2020March 31, 2021 and December 31, 2019:2020:
| | | | June 30, 2020 | | | December 31, 2019 | | | March 31, 2021 | | December 31, 2020 |
| | | Amount | | Percent | | Amount | | Percent | | Amount | | Percent | | Amount | | Percent |
| | | (Amounts In Thousands) | | | (Amounts In Thousands) | | | (Amounts In Thousands) | | (Amounts In Thousands) |
| Agricultural | Agricultural | $ | 94,101 | | | 3.42 | % | | $ | 91,317 | | | 3.46 | % | Agricultural | $ | 96,042 | | | 3.58 | % | | $ | 94,842 | | | 3.50 | % |
| Commercial and financial | Commercial and financial | 335,784 | | | 12.20 | | | 221,323 | | | 8.39 | | Commercial and financial | 281,337 | | | 10.50 | | | 286,242 | | | 10.56 | |
| Real estate: | Real estate: | | | | | Real estate: | | | | |
| Construction, 1 to 4 family residential | Construction, 1 to 4 family residential | 78,727 | | | 2.86 | | | 80,209 | | | 3.04 | | Construction, 1 to 4 family residential | 73,162 | | | 2.73 | | | 71,117 | | | 2.62 | |
| Construction, land development and commercial | Construction, land development and commercial | 109,456 | | | 3.98 | | | 108,410 | | | 4.11 | | Construction, land development and commercial | 110,850 | | | 4.14 | | | 111,913 | | | 4.13 | |
| Mortgage, farmland | Mortgage, farmland | 246,781 | | | 8.96 | | | 242,730 | | | 9.20 | | Mortgage, farmland | 246,665 | | | 9.20 | | | 247,142 | | | 9.12 | |
| Mortgage, 1 to 4 family first liens | Mortgage, 1 to 4 family first liens | 894,013 | | | 32.48 | | | 910,742 | | | 34.51 | | Mortgage, 1 to 4 family first liens | 876,585 | | | 32.71 | | | 892,089 | | | 32.92 | |
| Mortgage, 1 to 4 family junior liens | Mortgage, 1 to 4 family junior liens | 135,863 | | | 4.94 | | | 149,227 | | | 5.65 | | Mortgage, 1 to 4 family junior liens | 119,794 | | | 4.47 | | | 127,833 | | | 4.72 | |
| Mortgage, multi-family | Mortgage, multi-family | 361,206 | | | 13.12 | | | 350,761 | | | 13.29 | | Mortgage, multi-family | 376,867 | | | 14.06 | | | 374,014 | | | 13.80 | |
| Mortgage, commercial | Mortgage, commercial | 411,116 | | | 14.93 | | | 402,181 | | | 15.24 | | Mortgage, commercial | 413,964 | | | 15.45 | | | 417,139 | | | 15.39 | |
| Loans to individuals | Loans to individuals | 30,139 | | | 1.09 | | | 32,308 | | | 1.22 | | Loans to individuals | 30,070 | | | 1.12 | | | 31,325 | | | 1.16 | |
| Obligations of state and political subdivisions | Obligations of state and political subdivisions | 55,705 | | | 2.02 | | | 49,896 | | | 1.89 | | Obligations of state and political subdivisions | 54,788 | | | 2.04 | | | 56,488 | | | 2.08 | |
| | | $ | 2,752,891 | | | 100.00 | % | | $ | 2,639,104 | | | 100.00 | % | | $ | 2,680,124 | | | 100.00 | % | | $ | 2,710,144 | | | 100.00 | % |
| Net unamortized fees and costs | Net unamortized fees and costs | 970 | | | | | 933 | | | | Net unamortized fees and costs | 1,071 | | | | | 938 | | | |
| | | $ | 2,753,861 | | | | | $ | 2,640,037 | | | | | $ | 2,681,195 | | | | | $ | 2,711,082 | | | |
| Less allowance for loan losses | 37,620 | | | | | 33,760 | | | | |
| Less allowance for credit losses (2021) and loan losses (2020) | | Less allowance for credit losses (2021) and loan losses (2020) | 36,620 | | | | | 37,070 | | | |
| | | $ | 2,716,241 | | | | | $ | 2,606,277 | | | | | $ | 2,644,575 | | | | | $ | 2,674,012 | | | |
The Bank has an established formal loan origination policy. In general, the loan origination policy attempts to reduce the risk of credit loss to the Bank by requiring, among other things, maintenance of minimum loan to value ratios, evidence of appropriate levels of insurance carried by borrowers and documentation of appropriate types and amounts of collateral and sources of expected payment. The collateral relied upon in the loan origination policy is generally the property being financed by the Bank. The source of expected payment is generally the income produced from the property being financed. Personal guarantees are required of individuals owning or controlling at least 20% of the ownership of an entity. Limited or proportional guarantees may be accepted in circumstances if approved by the Company’s Board of Directors. Financial information provided by the borrower is verified as considered necessary by reference to tax returns, or audited, reviewed or compiled financial statements. The Bank does not originate subprime loans. In order to modify, restructure or otherwise change the terms of a loan, the Bank’s policy is to evaluate each borrower situation individually. Modifications, restructures, extensions and other changes are done to improve the Bank’s position and to protect the Bank’s capital. If a borrower is not current with its payments, any additional loans to such borrowers are evaluated on an individual borrower basis.
The Company has not experienced any significant time lapses in recognizing the required provisions for collateral dependent loans, nor has the Company delayed appropriate charge offs. When an updated appraisal value has been obtained, the Company has used the appraisal amount in determining the appropriate charge off or required reserve. The Company also evaluates any changes in the financial condition of the borrower and guarantors (if applicable), economic conditions, and the Company’s loss experience with the type of property in question. Any information utilized in addition to the appraisal is intended to identify additional charge offs or provisions, not to override the appraised value.
In accordance with Staff Accounting Bulletin No. 102, Selected Loan Loss Allowance Methodology and Documentation Issues, and Staff Accounting Bulletin No. 119, which aligns the staff's guidance with FASB ASC Topic 326, or CECL, the Company determines and assigns ratings to loans using factors that include the following: an assessment of the financial condition of the borrower; a realistic determination of the value and adequacy of underlying collateral; the condition of the local economy and the condition of the specific industry of the borrower; an analysis of the levels and trends of loan categories; and a review of delinquent and classified loans.
Through the credit risk rating process, loans are reviewed to determine if they are performing in accordance with the original contractual terms. If the borrower has failed to comply with the original contractual terms, further action may be required by the Company, including a downgrade in the credit risk rating, movement to non-accrual status, a charge-off or the establishment of a specific impairment reserve. In the event a collateral shortfall is identified during the credit review process, the Company will work with the borrower for a principal reduction and/or a pledge of additional collateral and/or additional guarantees. In the event that these options are not available, the loan may be subject to a downgrade of the credit risk rating. If the Company determines a loan amount or portion thereof, is uncollectible, the loan’s credit risk rating may be downgraded and the uncollectible amount charged-off or recorded as a specific allowance for losses. The Bank’s credit and legal departments undertake a thorough and ongoing analysis to determine if additional impairmentspecific reserves and/or charge-offs are appropriate and to begin a workout plan for the loan to minimize actual losses.
The following table presents the allowance for loancredit losses on loansas of March 31, 2021 and December 31, 2020 by loan category, the percentage of the allowance for each category to the total allowance, and the percentage of all loans in each category to total loans as of June 30, 2020 and December 31, 2019:
| | | | June 30, 2020 | | | December 31, 2019 | | | March 31, 2021 | | December 31, 2020 |
| | | Amount | | % of Total
Allowance | | % of Loans to
Total Loans | | Amount | | % of Total
Allowance | | % of Loans to
Total Loans | | Amount | | % of Total
Allowance | | % of Loans to
Total Loans | | Amount | | % of Total
Allowance | | % of Loans to
Total Loans |
| | | (In Thousands) | | (In Thousands) | | | (In Thousands) | | (In Thousands) | |
| Agricultural | Agricultural | $ | 2,547 | | | 6.77 | % | | 3.42 | % | | $ | 2,400 | | | 7.11 | % | | 3.46 | % | Agricultural | $ | 2,147 | | | 5.86 | % | | 3.58 | % | | $ | 2,508 | | | 6.77 | % | | 3.50 | % |
| Commercial and financial | Commercial and financial | 5,777 | | | 15.36 | | | 12.20 | | | 4,988 | | | 14.77 | | | 8.39 | | Commercial and financial | 5,114 | | | 13.97 | | | 10.50 | | | 4,885 | | | 13.18 | | | 10.56 | |
| Real estate: | Real estate: | | | | | | | Real estate: | | | | | | |
| Construction, 1 to 4 family residential | Construction, 1 to 4 family residential | 1,028 | | | 2.73 | | | 2.86 | | | 1,113 | | | 3.30 | | | 3.04 | | Construction, 1 to 4 family residential | 770 | | | 2.10 | | | 2.73 | | | 907 | | | 2.45 | | | 2.62 | |
| Construction, land development and commercial | Construction, land development and commercial | 1,405 | | | 3.73 | | | 3.98 | | | 1,486 | | | 4.40 | | | 4.11 | | Construction, land development and commercial | 1,518 | | | 4.15 | | | 4.14 | | | 1,412 | | | 3.81 | | | 4.13 | |
| Mortgage, farmland | Mortgage, farmland | 4,089 | | | 10.87 | | | 8.96 | | | 3,950 | | | 11.70 | | | 9.20 | | Mortgage, farmland | 4,668 | | | 12.75 | | | 9.20 | | | 4,173 | | | 11.26 | | | 9.12 | |
| Mortgage, 1 to 4 family first liens | Mortgage, 1 to 4 family first liens | 10,690 | | | 28.42 | | | 32.48 | | | 9,045 | | | 26.79 | | | 34.51 | | Mortgage, 1 to 4 family first liens | 7,973 | | | 21.78 | | | 32.71 | | | 10,871 | | | 29.32 | | | 32.92 | |
| Mortgage, 1 to 4 family junior liens | Mortgage, 1 to 4 family junior liens | 1,592 | | | 4.23 | | | 4.94 | | | 1,593 | | | 4.72 | | | 5.65 | | Mortgage, 1 to 4 family junior liens | 3,523 | | | 9.62 | | | 4.47 | | | 1,497 | | | 4.04 | | | 4.72 | |
| Mortgage, multi-family | Mortgage, multi-family | 4,251 | | | 11.30 | | | 13.12 | | | 3,823 | | | 11.32 | | | 13.29 | | Mortgage, multi-family | 3,410 | | | 9.31 | | | 14.06 | | | 4,462 | | | 12.04 | | | 13.80 | |
| Mortgage, commercial | Mortgage, commercial | 4,922 | | | 13.08 | | | 14.93 | | | 4,036 | | | 11.95 | | | 15.24 | | Mortgage, commercial | 6,211 | | | 16.96 | | | 15.45 | | | 4,953 | | | 13.36 | | | 15.39 | |
| Loans to individuals | Loans to individuals | 688 | | | 1.83 | | | 1.09 | | | 853 | | | 2.53 | | | 1.22 | | Loans to individuals | 907 | | | 2.48 | | | 1.12 | | | 752 | | | 2.03 | | | 1.16 | |
| Obligations of state and political subdivisions | Obligations of state and political subdivisions | 631 | | | 1.68 | | | 2.02 | | | 473 | | | 1.41 | | | 1.89 | | Obligations of state and political subdivisions | 379 | | | 1.02 | | | 2.04 | | | 650 | | | 1.74 | | | 2.08 | |
| | | $ | 37,620 | | | 100.00 | % | | 100.00 | % | | $ | 33,760 | | | 100.00 | % | | 100.00 | % | | $ | 36,620 | | | 100.00 | % | | 100.00 | % | | $ | 37,070 | | | 100.00 | % | | 100.00 | % |
The allowance for credit losses (ACL) totaled $36.62 million at March 31, 2021 compared to the allowance for loan losses totaled $37.62 million at June 30, 2020 compared to $33.76under the incurred loss method of $37.07 million at December 31, 2019.2020. The percentage of the allowance to outstanding loans was 1.37% and 1.28%1.37% at June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. The allowance was based on management’s consideration of a number of factors, including composition of the loan portfolio, loans with higher credit risks and the overall amount of loans outstanding. Due to the adoption of ASC 326 (CECL) in 2021, the ACL under CECL will not be comparable to the allowance for loan losses in 2020. The increasechanges in the allowanceACL in 2021 compared to December 31, 2020 is due to anticipated declinesthe result of the following factors: $2.75 million increase upon adoption of ASC 326 (CECL) on January 1, 2021; changes after adoption for the three months ended March 31, 2021 include improvements in the credit quality of the Bank's loan portfolioeconomic factor forecasts, primarily due to the significant uncertainty created by the COVID-19 pandemic and increases in qualitative factors primarilyIowa unemployment, used in the areasACL calculation which resulted in a decrease of 1 to 4 family mortgages, commercial$1.12 million; decrease in loan volume which resulted in a decrease of $0.64 million; changes in prepayment and financial, multi-familycurtailment rates resulting in decrease of $0.55 million; and commercial mortgages also primarily due to COVID-19.decreases in historical loss rates along with net recoveries in the first quarter of 2021 resulting in a decrease of $0.89 million.
The adequacy of the allowance is reviewed quarterly and adjusted as appropriate after consideration has been given to the impact of economic conditions on the borrowers’ ability to repay, loan collateral values, past collection experience, the risk characteristics of the loan portfolio and such other factors that deserve current recognition. The growth of the loan portfolio and the trends in problem and watch loans are significant elements in the determination of the provision for loancredit losses. Quantitative factors include the Company’s historical loss experience, which is then adjusted for levels and trends in past due, levels and trends in charged-off and recovered loans, trends in volume growth, trends in problem and watch loans, trends in restructured loans, local economic trends and conditions, industry and other conditions, and effects of changing interest rates.
Management has determined that the allowance for loancredit losses was appropriateadequate at June 30, 2020,March 31, 2021, and that the loan portfolio is diversified and secured, without undue concentration in any specific risk area. This process involves a high degree of management judgment; however, the allowance for loancredit losses is based on a comprehensive, well documented, and consistently applied analysis of the Company’s loan portfolio. This analysis takes into consideration all available information existing as of the financial statement date, including environmental factors such as economic, industry, geographical and
political factors. The relative level of allowance for loancredit losses is reviewed and compared to industry data. This review encompasses levels of total impairedcollateral-dependent loans, portfolio mix, portfolio concentrations, current geographic risks and overall levels of net charge-offs.
Residential real estate loan products that include features such as loan-to-values in excess of 100% or interest only payments, which expose a borrower to payment increases in excess of changes in the market interest rate, increase the credit risk of a loan. The Bank has not offered and does not intend to offer this type of loan product.
Investment securities available for sale held by the Company increased by $11.15$25.34 million from December 31, 20192020 to June 30, 2020.March 31, 2021. The fair value of securities available for sale was $12.53$8.00 million more than the amortized cost of such securities as of June 30, 2020.March 31, 2021. At December 31, 2019,2020, the fair value of the securities available for sale was $4.23$11.70 million more than the amortized cost of such securities.
Deposits increased $262.89$218.76 million in the first sixthree months of 20202021 primarily due to temporary public funds of approximately $104 million and the start of disbursement of Paycheck Protection Program (PPP)2021 PPP loan funds to customers' accounts. A portion of the increase can also be attributed to the current negative economic environment.environment creating volatility in the equity markets. In the opinion of the Company’s management, the Company continues to have sufficient liquidity resources available to fund expected additional loan growth.
Brokered deposits are included in total deposits and totaled $69.13$73.19 million as of June 30, 2020March 31, 2021 with an average rate of 0.34%0.33%. Brokered deposits were $109.29$74.08 million as of December 31, 20192020 with an average interest rate of 1.65%0.34%. As of June 30, 2020March 31, 2021 and December 31, 2019,2020, brokered deposits were 2.36%2.15% and 4.11%2.32% of total deposits, respectively.
Federal Home Loan Bank (FHLB) borrowings were $185$105 million as of June 30, 2020March 31, 2021 and December 31, 2019.2020. It is expected that the FHLB funding source will be considered in the future if loan growth continues to exceedexceeds core deposit increases and the interest rates on funds borrowed from the FHLB are favorable compared to other funding alternatives.
Dividends and Equity
In January 2020,2021, Hills Bancorporation paid a dividend of $8.32$8.77 million or $0.89$0.94 per share. The dividend was $0.82 per sharepaid in January 2019.2020 was $0.89 per share. After payment of the dividend and the adjustment for accumulated other comprehensive income, stockholders’ equity as of June 30, 2020March 31, 2021 totaled $398.72$413.25 million. On January 1, 2015, the final rules of the Federal Reserve Board went into effect implementing in the United States the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision. The final rule also adopted changes to the agencies’ regulatory capital requirements that meet the requirements of section 171 and section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Under the BASEL III rules, the minimum capital ratios are 4% for Tier 1 Leverage Capital Ratio, 4.5% for the Common Equity Tier 1 Capital Ratio, 6% for the Tier 1 Risk-Based Capital Ratio and 8% for the Total Risk-Based Capital Ratio. As of March 31, 2020, the Bank elected to use the Community Bank Leverage Ratio (CBLR) framework as provided for in the Economic Growth, Regulatory Relief and Consumer Protection Act. Under the CBLR framework, the Bank is required to maintain a CBLR of greater than 9%. The CARES Act reduced the minimum ratio to 8% beginning in the 2nd quarter of 2020 through December 31, 2020, increasing to 8.5% for 2021 and returning to 9% beginning January 1, 2022. As of June 30, 2020March 31, 2021 and December 31, 2019,2020, the Company had regulatory capital in excess of the Federal Reserve’s minimum and well-capitalized definition requirements. The actual amounts and capital ratios as of June 30, 2020March 31, 2021 and December 31, 20192020 are presented below (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | |
| | Actual | | For Capital Adequacy Purposes | | |
| | Amount | | Ratio | | Ratio | | |
| As of March 31, 2021: | | | | | | | |
| Company: | | | | | | | |
| Community Bank Leverage ratio | $ | 452,880 | | | 11.77 | % | | 8.500 | % | | |
| | | | | | | |
| Bank: | | | | | | | |
| Community Bank Leverage ratio | 453,527 | | | 11.80 | | | 8.500 | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Actual | | | | For Capital Adequacy Purposes | | To Be Well Capitalized Under Prompt Corrective Action Provisions |
| | Amount | | Ratio | | Ratio | | Ratio |
| As of June 30, 2020: | | | | | | | |
| Company: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Community Bank Leverage ratio | $ | 434,725 | | | 12.46 | % | | 8.000 | | | 11.000 | |
| Bank: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Community Bank Leverage ratio | 435,447 | | | 12.48 | | | 8.000 | | | 11.000 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Actual | | | | For Capital Adequacy Purposes | | To Be Well Capitalized Under Prompt Corrective Action Provisions |
| | Amount | | Ratio | | Ratio | | Ratio |
| As of December 31, 2019 | | | | | | | |
| Company: | | | | | | | |
| Total risk-based capital | $ | 454,452 | | | 18.15 | % | | 8.00 | % | | 10.00 | % |
| Tier 1 risk-based capital | 423,122 | | | 16.90 | | | 6.00 | | | 8.00 | |
| Tier 1 common equity | 423,122 | | | 16.90 | | | 4.50 | | | 6.50 | |
| Leverage ratio | 423,122 | | | 12.77 | | | 4.00 | | | 5.00 | |
| Bank: | | | | | | | |
| Total risk-based capital | 455,440 | | | 18.20 | | | 8.00 | | | 10.00 | |
| Tier 1 risk-based capital | 424,127 | | | 16.95 | | | 6.00 | | | 8.00 | |
| Tier 1 common equity | 424,127 | | | 16.95 | | | 4.50 | | | 6.50 | |
| Leverage ratio | 424,127 | | | 12.81 | | | 4.00 | | | 5.00 | |
| | | | | | | | | | | | | | | | | | | | | |
| | Actual | | For Capital Adequacy Purposes | | |
| | Amount | | Ratio | | Ratio | | |
| As of December 31, 2020: | | | | | | | |
| Company: | | | | | | | |
| Community Bank Leverage ratio | $ | 452,123 | | | 11.91 | % | | 8.00 | % | | |
| | | | | | | |
| Bank: | | | | | | | |
| Community Bank Leverage ratio | 453,073 | | | 11.94 | | | 8.00 | | | |
Discussion of operations for the sixthree months ended June 30,March 31, 2021 and 2020 and 2019
Net Income Overview
Net income decreased $3.64increased $8.12 million for the sixthree months ended June 30, 2020March 31, 2021 compared to the first sixthree months of 2019.2020. Total net income was $18.79$15.20 million in 20202021 and $22.42$7.08 million in the comparable period in 2019, a decrease2020, an increase of 16.22%114.80%. The changes in net income in 20202021 from the first sixthree months of 20192020 were primarily the result of the following:
•Net interest income increased by $2.03$1.64 million, before provisioncredit loss expense.
•TheFor the three months ended March 31, 2021, a reversal of credit loss reserves was recorded totaling $2.98 million. This represents a decrease of $7.63 million from the provision for loan losses increased by $6.44 million.under the incurred loss model of $4.65 million for the three months ended March 31, 2020.
•Noninterest income increased by $1.60$2.87 million.
•Noninterest expenses increased by $1.69$1.47 million.
•Income tax expense decreasedincreased by $0.87$2.55 million.
For the sixthree month period ended June 30,March 31, 2021 and March 31, 2020 and June 30, 2019 basic earnings per share was $2.00$1.63 and $2.40,$0.75, respectively. Diluted earnings per share was $2.00$1.63 for the sixthree months ended June 30, 2020March 31, 2021 compared to $2.40$0.75 for the same period in 2019.2020.
The Company’s net income isfor the period was driven primarily by three important factors. The first important factor affecting the Company’s net income is the provision for loan losses.credit loss expense recorded under CECL. The majority of the Company’s interest-earning assets are in loans outstanding, which amounted to more than $2.757$2.664 billion at June 30, 2020. The provisionMarch 31, 2021. Expected credit loss expense is computed on a quarterly basis and is a result of management’s determination of the quality of the loan portfolio. The provisionexpense reflects a number of factors, including the size of the loan portfolio, the overall composition of the loan portfolio and loan concentrations, the borrowers’ ability to repay, past loss experience, loan collateral values, the level of impairedcollateral-dependent loans and loans past due ninety days or more. In addition, management considers the credit quality of the loans based on management’s review of problem and watch loans, including loans with historically higher credit risk. The provision for loan lossesCredit loss expense was an expense of $4.66 million in 2020 compared to a reduction of expense of $1.79$2.98 million in 2021 under CECL compared to an expense of $4.65 million in 2019.2020 under the incurred loss model. The increasedecrease is primarily attributable to increasesimprovements in qualitative factors duethe economic factor forecasts, primarily Iowa unemployment relative to the COVID-19 pandemic'ssizable expense taken for the first quarter of 2020 as a result of the significant economic impact.uncertainties surrounding the pandemic, used in the determination of the allowance for credit losses which resulted in a decrease of $1.12 million; a decrease in loan volume which resulted in a decrease of $0.64 million; and decreases in historical loss rates along with net recoveries in the first quarter of 2021 resulting in a decrease of $0.89 million. The Company believes that credit loss expense is expected to be dependent on the provision forCompany’s loan losses may increasegrowth, local economic conditions, including, but not limited to, conditions associated with the COVID-19 pandemic and the attendant risks and uncertainties related thereto, asset quality and will continue to have potential volatility for the foreseeable future resulting from projected increasesthe adoption of CECL in the size offirst quarter and the Company’s loan portfolio and further deterioration in credit qualityuncertainties due to COVID-19.the COVID-19 pandemic.
The second important factor affecting the Company’s net income is the interaction between changes in net interest margin and changes in average volumes of the Bank's earnings assets. Net interest income of $50.19$26.23 million for the first sixthree months of 20202021 was derived from the Company’s $3.282$3.734 billion of average earning assets during that period and its tax-equivalent net interest margin of 3.13%2.90%. Average earning assets in the sixthree months ended June 30, 2019March 31, 2020 were $3.065$3.186 billion and the tax-equivalent net interest margin was 3.23%3.16%. The importance of net interest margin is illustrated by the fact that an increase or decrease in the net interest margin of 10 basis points would have resulted approximately in a $1.64 million change in income before income taxes in the six month period ended June 30, 2020. Net interest income for the Company increased primarily as a result of growth in the volume of earning assets and the continued low interest rates on interest bearing deposits resulting in decreased interest expense.expenses. The Company expects net interest compression to impact earnings for the foreseeable future with increased costs of funding in the short-term due to competition for loans and deposits combined with the interest rate decreases by the Federal Reserve Board. The Company believes growth in net interest income will be contingent on the growth of the Company’s earnings assets.earning assets and maintaining yield on loans. A significant portion of the increase in the loan portfolio is attributable to PPP loans. The Company anticipates most PPP loans will be forgiven in accordance with the SBA's requirements.
The third importantsignificant factor affecting the Company’s net income is net gain on the sale of loans. The net gain on the sale of loans was $2.56$3.00 million and $0.86$0.66 million for the sixthree months ended June 30,March 31, 2021 and 2020, and 2019, respectively, an increase of 196.18%356.38% for the sixthree months ended June 30, 2020March 31, 2021 compared to the same period in 2019.2020. Loans originated for sale in the first sixthree months of 20202021 totaled $237.42$128.29 million compared to $63.38$55.61 million in the same period in 2019,2020, an increase of 274.58%130.70%. The amount of the net gain on sale of secondary market mortgage loans in each year can vary significantly. The volume of activity in these types of loans is directly related to the level of interest rates and has been significantly impacted by the Federal Reserve Board's reduction of the federal funds rate to 0.25%.
Discussion of operations for the sixthree months ended June 30,March 31, 2021 and 2020 and 2019
Net Interest Income
Net interest income increased for the sixthree months ended June 30, 2020March 31, 2021 compared to the comparable period in 2019.2020. The increase was as a result of growth in the average volume of earning assets and the continued low interest rates on interest bearing deposits resulting in decreased interest expense.expenses. The decrease in interest expense more than compensated for the decrease in interest income associated with the low rate environment. Net interest income is the excess of the interest and fees earned on interest-earning bearing assets over the interest expense of the interest-bearing liabilities. The factors that have the greatest impact on net interest income are the average volume of earning assets for the period and the net interest margin. The net interest margin for the first sixthree months of 20202021 was 3.13%2.90% compared to 3.23%3.16% in 20192020 for the same period. Interest expense decreased $2.42$2.97 million for the sixthree months ended June 30, 2020March 31, 2021 compared to the sixthree months ended June 30, 2019March 31, 2020 primarily due to decreasing interest rates on deposits. The measure is shown on a tax-equivalent basis using a tax rate of 21% to make the interest earned on taxable and non-taxable assets more comparable. The change in average balances and average rates between periods and the effect on the net interest income on a tax equivalent basis for the sixthree months ended in 20202021 compared to the comparable period in 20192020 are shown in the following table:
| | | | | Increase (Decrease) in Net Interest Income | | | | Increase (Decrease) in Net Interest Income |
| | | Change in
Average Balance | | Change in
Average Rate | | Volume Changes | | Rate Changes | | Net Change | | Change in
Average Balance | | Change in
Average Rate | | Volume Changes | | Rate Changes | | Net Change |
| | | (Amounts in Thousands) | | | (Amounts in Thousands) |
| Interest income: | Interest income: | | Interest income: | |
| Loans, net | Loans, net | $ | 68,506 | | | (0.13) | % | | $ | 2,801 | | | $ | (2,539) | | | $ | 262 | | Loans, net | $ | 49,578 | | | (0.17) | % | | $ | 688 | | | $ | (1,383) | | | $ | (695) | |
| Taxable securities | Taxable securities | 33,818 | | | (0.20) | | | 453 | | | (236) | | | 217 | | Taxable securities | 37,716 | | | (0.56) | | | 115 | | | (181) | | | (66) | |
| Nontaxable securities | Nontaxable securities | 6,123 | | | (0.05) | | | 84 | | | (47) | | | 37 | | Nontaxable securities | 7,606 | | | (0.30) | | | 52 | | | (173) | | | (121) | |
| Federal funds sold | Federal funds sold | 108,521 | | | (1.82) | | | 1,319 | | | (2,206) | | | (887) | | Federal funds sold | 452,815 | | | (1.16) | | | 1,408 | | | (1,882) | | | (474) | |
| | | $ | 216,968 | | | | | $ | 4,657 | | | $ | (5,028) | | | $ | (371) | | | $ | 547,715 | | | | | $ | 2,263 | | | $ | (3,619) | | | $ | (1,356) | |
| | Interest expense: | Interest expense: | | | | | | | | | | Interest expense: | | | | | | | | | |
| Interest-bearing demand deposits | Interest-bearing demand deposits | $ | 127,269 | | | (0.24) | % | | $ | (564) | | | $ | 982 | | | $ | 418 | | Interest-bearing demand deposits | $ | 241,137 | | | (0.48) | % | | $ | (438) | | | $ | 1,223 | | | $ | 785 | |
| Savings deposits | Savings deposits | (24,592) | | | (0.57) | | | 536 | | | 1,941 | | | 2,477 | | Savings deposits | 193,898 | | | (0.39) | | | (176) | | | 895 | | | 719 | |
| Time deposits | Time deposits | 56,293 | | | 0.08 | | | (625) | | | (291) | | | (916) | | Time deposits | 98 | | | (0.47) | | | 42 | | | 793 | | | 835 | |
| FHLB borrowings | FHLB borrowings | (30,000) | | | (0.01) | | | 427 | | | 9 | | | 436 | | FHLB borrowings | (80,000) | | | (0.11) | | | 601 | | | 28 | | | 629 | |
| Interest-bearing other liabilities | Interest-bearing other liabilities | (4) | | | (1.44) | | | — | | | — | | | — | | Interest-bearing other liabilities | (1) | | | (1.29) | | | — | | | — | | | — | |
| | | $ | 128,966 | | | | | $ | (226) | | | $ | 2,641 | | | $ | 2,415 | | | $ | 355,132 | | | | | $ | 29 | | | $ | 2,939 | | | $ | 2,968 | |
| Change in net interest income | Change in net interest income | | | | | $ | 4,431 | | | $ | (2,387) | | | $ | 2,044 | | Change in net interest income | | | | | $ | 2,292 | | | $ | (680) | | | $ | 1,612 | |
Rate/volume variances are allocated on a consistent basis using the absolute values of changes in volume compared to the absolute values of the changes in rates. Loan fees included in interest income are not material. Interest on nontaxable securities and loans is shown on a tax-equivalent basis.
A summary of the net interest spread and margin is as follows:
| | (Tax Equivalent Basis) | (Tax Equivalent Basis) | | 2020 | | 2019 | (Tax Equivalent Basis) | | 2021 | | 2020 |
| Yield on average interest-earning assets | Yield on average interest-earning assets | | 4.01 | % | | 4.34 | % | Yield on average interest-earning assets | | 3.43 | % | | 4.15 | % |
| Rate on average interest-bearing liabilities | Rate on average interest-bearing liabilities | | 1.15 | | | 1.42 | | Rate on average interest-bearing liabilities | | 0.70 | | | 1.27 | |
| Net interest spread | Net interest spread | | 2.86 | % | | 2.92 | % | Net interest spread | | 2.73 | % | | 2.88 | % |
| Effect of noninterest-bearing funds | Effect of noninterest-bearing funds | | 0.27 | | | 0.31 | | Effect of noninterest-bearing funds | | 0.17 | | | 0.28 | |
| Net interest margin (tax equivalent interest income divided by average interest-earning assets) | Net interest margin (tax equivalent interest income divided by average interest-earning assets) | | 3.13 | % | | 3.23 | % | Net interest margin (tax equivalent interest income divided by average interest-earning assets) | | 2.90 | % | | 3.16 | % |
Discussion of operations for the sixthree months ended June 30,March 31, 2021 and 2020 and 2019
In pricing loans and deposits, the Bank considers the U.S. Treasury indexes as benchmarks in determining interest rates. The Federal Open Market Committee met fivethree times during the first sixthree months of 2020.2021. The target rate decreased to 0.25% as of June 30,March 31, 2020. Interest rates on loans are generally affected by the target rate since interest rates for the U.S. Treasury market normally increase or decrease when the Federal Reserve Board raises or lowers the federal funds rate. As of June 30, 2020,March 31, 2021, the rate indexes for the one, three and five year indexes were 0.16%0.07%, 0.18%0.35% and 0.29%0.92%, respectively.respectively. The one year index decreased 92.67%58.82% from 1.92%0.17% at June 30, 2019,March 31, 2020, the three year index decreased 89.47%increased 17.14% and the five year index decreased 83.52%increased 148.65%. The three year index was 1.71%0.29% and the five year index was 1.76%0.37% at June 30, 2019.March 31, 2020. The targeted federal funds rate was 0.25% and 2.50%0.25% at June 30,March 31, 2021 and 2020, and 2019, respectively. The Company anticipates short term and long term rates in the indexes to remain consistent for 2020.2021.
Provision for Loan LossesCredit Loss Expense
The provision for loan lossesCredit loss expense was an expense of $4.66 million for the six months ended June 30, 2020 compared to a reduction of expense of $1.79$2.98 million for the three months ended March 31, 2021 compared to an expense of $4.65 million in 2019, an increase2020 under the incurred loss model, a decrease of expense of $6.44 million, which resulted in an overall increase to the allowance of $3.86 million since year end. In the first six months of 2020, there was an increase of $3.62 million due to changes in average balances, composition of loans outstanding and changes in qualitative factors and a $0.24 million increase in the amount allocated to the allowance due to changes in credit quality. The loan$7.63 million. Credit loss provisionexpense is the amount necessary to adjust the allowance for loancredit losses to the level considered by management to appropriately account for the estimated impairment tocurrent expected credit losses within the Bank's loan portfolio. The provisioncredit loss expense taken to fund the allowance for loancredit losses is computed on a quarterly basis and is a result of management’s determination of the quality of the loan portfolio. The provisionexpense reflects a number of factors, including the size of the loan portfolio, the overall composition of the loan portfolio and loan concentrations, the impact on the borrowers’ ability to repay, past loss experience, loan collateral values, the level of impairedcollateral-dependent loans and loans past due ninety days or more. In addition, management considers the credit quality of the loans based on management’s review of problem and watch loans, including loans with historically higher credit risks. Also, under CECL, a significant component in estimating expected credit losses are economic forecasts such as Iowa unemployment, national real gross domestic product (GDP), all-transactions house price index for Iowa, Iowa real GDP, and the commercial real estate price index (CRE Index). The increaseCompany believes that credit loss expense is expected to be dependent on the Company’s loan growth, local economic conditions, including, but not limited to, conditions associated with the COVID-19 pandemic and the attendant risks and uncertainties related thereto, asset quality and will continue to have potential volatility for the foreseeable future resulting from the adoption of CECL in expense in 2020 is primarily attributable to significantthe first quarter and the uncertainties with respect to the qualitative factors considered by management due to the COVID-19 pandemic's economic impact as compared to June 30, 2019.pandemic.
The allowance for loancredit losses balance is affected by charge-offs, net of recoveries, for the periods presented. For the sixthree months ended June 30,March 31, 2021 and 2020, and 2019, recoveries were $0.81$0.72 million and $0.85$0.37 million, respectively; and charge-offs were $1.61$0.17 million in 20202021 and $1.22$0.44 million in 2019.2020. The allowance for credit losses totaled $36.62 million at March 31, 2021 compared to $37.07 million for the allowance for loan losses totaled $37.62 million at June 30, 2020 compared to $33.76 million atunder the incurred loss model as of December 31, 2019.2020. The allowance represented 1.37% and 1.28%1.37% of loans held for investment at June 30, 2020March 31, 2021 and December 31, 2019.2020.
Noninterest Income
The following table sets forth the various categories of noninterest income for the sixthree months ended June 30, 2020March 31, 2021 and 2019.2020.
| | | | Six Months Ended June 30, | | | | Three Months Ended March 31, | |
| | | 2020 | | 2019 | | $ Change | | % Change | | 2021 | | 2020 | | $ Change | | % Change |
| | | (Amounts in thousands) | | | | (Amounts in thousands) | |
| Net gain on sale of loans | Net gain on sale of loans | $ | 2,556 | | | $ | 863 | | | $ | 1,693 | | | 196.18 | % | Net gain on sale of loans | $ | 3,003 | | | $ | 658 | | | $ | 2,345 | | | 356.38 | % |
| Trust fees | Trust fees | 4,956 | | | 4,680 | | | 276 | | | 5.90 | | Trust fees | 3,013 | | | 2,570 | | | 443 | | | 17.24 | |
| Service charges and fees | Service charges and fees | 4,791 | | | 4,923 | | | (132) | | | (2.68) | | Service charges and fees | 2,540 | | | 2,529 | | | 11 | | | 0.43 | |
| Other noninterest income | Other noninterest income | 385 | | | 687 | | | (302) | | | (43.96) | | Other noninterest income | 482 | | | 400 | | | 82 | | | 20.50 | |
| Gain (loss) on sale of investment securities | 10 | | | (52) | | | 62 | | | 119.23 | | |
| Gain on sale of investment securities | | Gain on sale of investment securities | — | | | 10 | | | (10) | | | (100.00) | |
| | | $ | 12,698 | | | $ | 11,101 | | | $ | 1,597 | | | 14.39 | | | $ | 9,038 | | | $ | 6,167 | | | $ | 2,871 | | | 46.55 | |
Loans originated for sale in the first sixthree months of 20202021 totaled $237.42$128.29 million compared to $63.38$55.61 million in the same period in 2019,2020, an increase of 274.58%130.70%. In the sixthree months ended June 30,March 31, 2021 and 2020, and 2019, the net gain on sale of loans was $2.56
Discussion of operations for the three months ended March 31, 2021 and 2020
$3.00 million and $0.86$0.66 million, respectively. The amount of the net gain on sale of secondary market mortgage loans in each year can vary significantly. The volume of activity in these types of loans is directly related to the level of interest rates and has been significantly impacted by the Federal Reserve Board's reduction of the federal funds rate to 0.25%. The servicing of the loans sold into the secondary market is not retained by the Company so these loans do not provide an ongoing stream of income.
Discussion of operations for the six months ended June 30, 2020 and 2019
Other noninterest income categories experienced marginal period-to-period fluctuations for the six months ended June 30, 2020.
Noninterest Expenses
The following table sets forth the various categories of noninterest expenses for the six months ended June 30, 2020 and 2019.
| | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, | | | | | | |
| | 2020 | | 2019 | | $ Change | | % Change |
| | (Amounts in thousands) | | | | | | |
| Salaries and employee benefits | $ | 19,710 | | | $ | 18,052 | | | $ | 1,658 | | | 9.18 | % |
| Occupancy | 2,181 | | | 2,288 | | | (107) | | | (4.68) | |
| Furniture and equipment | 3,750 | | | 3,337 | | | 413 | | | 12.38 | |
| Office supplies and postage | 908 | | | 901 | | | 7 | | | 0.78 | |
| Advertising and business development | 1,139 | | | 1,193 | | | (54) | | | (4.53) | |
| Outside services | 5,202 | | | 5,095 | | | 107 | | | 2.10 | |
| FDIC insurance assessment | 394 | | | 404 | | | (10) | | | (2.48) | |
| Other noninterest expense | 815 | | | 1,139 | | | (324) | | | (28.45) | |
| | $ | 34,099 | | | $ | 32,409 | | | $ | 1,690 | | | 5.21 | |
In the six months ended June 30, 2020 and 2019, salaries and employee benefits expense increased $1.66 million. The increase is primarily the result of annual salary adjustments and hiring of additional employees to staff growth.
Other noninterest expense categories experienced marginal period-to-period fluctuations for the six months ended June 30, 2020.
Discussion of operations for the three months ended June 30, 2020 and 2019
Net Income Overview
Net income increased $0.49 million for the three months ended June 30, 2020 compared to the same period in 2019. Total net income was $11.71 million in 2020 and $11.22 million in the comparable period in 2019, an increase of 4.38%. For the three month period ended June 30, 2020 and June 30, 2019 basic earnings per share was $1.25 and $1.20, respectively. Diluted earnings per share was $1.25 for the three months ended June 30, 2020 compared to $1.20 for the same period in 2019.
Net Interest Income
Net interest income increased for the three months ended June 30, 2020 compared to the comparable period in 2019. The increase was primarily the result of growth in the volume of earning assets and the continued low interest rates on interest bearing deposits resulting in decreased interest expense. Net interest income is the excess of the interest and fees earned on interest-earning bearing assets over the interest expense of the interest-bearing liabilities. Interest expense decreased $2.20 million for the three months ended June 30, 2020 compared to the three months ended June 30, 2019 primarily due to decreasing interest rates on deposits. The factors that have the greatest impact on net interest income are the volume of average earning assets and the net interest margin. The net interest margin for the three months ended June 30, 2020 was 3.10% compared to 3.20% in 2019 for the same period. The measure is shown on a tax-equivalent basis using a tax rate of 21% to make the interest earned on taxable and non-taxable assets more comparable. The change in average balances and average rates between periods and the effect on the net interest income on a tax equivalent basis for the three months ended in 2020 compared to the comparable period in 2019 are shown in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Increase (Decrease) in Net Interest Income | | | | |
| | Change in
Average Balance | | Change in
Average Rate | | Volume Changes | | Rate Changes | | Net Change |
| | (Amounts in Thousands) | | | | | | | | |
| Interest income: | | | | | | | | | |
| Loans, net | $ | 118,104 | | | (0.21) | % | | $ | 2,119 | | | $ | (2,180) | | | $ | (61) | |
| Taxable securities | 39,856 | | | (0.31) | | | 256 | | | (162) | | | 94 | |
| Nontaxable securities | 6,202 | | | (0.05) | | | 42 | | | (26) | | | 16 | |
| Federal funds sold | 96,841 | | | (2.31) | | | 586 | | | (1,620) | | | (1,034) | |
| | $ | 261,003 | | | | | $ | 3,003 | | | $ | (3,988) | | | $ | (985) | |
| | | | | | | | | |
| Interest expense: | | | | | | | | | |
| Interest-bearing demand deposits | $ | 150,573 | | | (0.40) | % | | $ | (333) | | | $ | 845 | | | $ | 512 | |
| Savings deposits | (25,978) | | | (0.75) | | | 361 | | | 1,294 | | | 1,655 | |
| Time deposits | 42,366 | | | (0.02) | | | (226) | | | 31 | | | (195) | |
| FHLB borrowings | (30,000) | | | (0.02) | | | 222 | | | 9 | | | 231 | |
| Interest-bearing other liabilities | (4) | | | (2.34) | | | — | | | — | | | — | |
| | $ | 136,957 | | | | | $ | 24 | | | $ | 2,179 | | | $ | 2,203 | |
| Change in net interest income | | | | | $ | 3,027 | | | $ | (1,809) | | | $ | 1,218 | |
Rate/volume variances are allocated on a consistent basis using the absolute values of changes in volume compared to the absolute values of the changes in rates. Loan fees included in interest income are not material. Interest on nontaxable securities and loans is shown on a tax-equivalent basis.
Discussion of operations for the three months ended June 30, 2020 and 2019
A summary of the net interest spread and margin is as follows:
| | | | | | | | | | | | | | |
| (Tax Equivalent Basis) | | 2020 | | 2019 |
| Yield on average interest-earning assets | | 3.89 | % | | 4.34 | % |
| Rate on average interest-bearing liabilities | | 1.03 | | | 1.45 | |
| Net interest spread | | 2.86 | % | | 2.89 | % |
| Effect of noninterest-bearing funds | | 0.24 | | | 0.31 | |
| Net interest margin (tax equivalent interest income divided by average interest-earning assets) | | 3.10 | % | | 3.20 | % |
Discussion of operations for the three months ended June 30, 2020 and 2019
Provision for Loan Losses
The provision for loan losses was an expense of $0.01 million for the three months ended June 30, 2020 compared to a reduction of expense of $0.54 million in 2019, an expense increase of $0.55 million. The loan loss provision is the amount necessary to adjust the allowance for loan losses to the level considered by management to appropriately account for the estimated impairment to the Bank's loan portfolio. The provision expense taken to fund the allowance for loan losses is computed on a quarterly basis and is a result of management’s determination of the quality of the loan portfolio. The provision reflects a number of factors, including the size of the loan portfolio, the overall composition of the loan portfolio and loan concentrations, the impact on the borrowers’ ability to repay, past loss experience, loan collateral values, the level of impaired loans and loans past due ninety days or more. In addition, management considers the credit quality of the loans based on management’s review of problem and watch loans, including loans with historical higher credit risks. The increase in expense in 2020 is the result of changes in the composition and allocation of loans within credit quality ratings as compared to June 30, 2019 and a reduction in specific reserves as of June 30, 2020 as compared to June 30, 2019.
The allowance for loan losses decreased $0.72 million during the three months ended June 30, 2020 compared to March 31, 2020. In the three months ended June 30, 2020, there was a $0.68 million decrease in the amount allocated to the allowance due to credit quality and a $0.04 decrease due to the composition of loans outstanding.
The allowance for loan losses balance is affected by charge-offs, net of recoveries, for the periods presented. For the three months ended June 30, 2020 and 2019, recoveries were $0.44 million and $0.41 million, respectively; and charge-offs were $1.17 million in 2020 and $0.74 million in 2019. The allowance for loan losses totaled $37.62 million at June 30, 2020 compared to $33.76 million at December 31, 2019. The allowance represented 1.37% and 1.28% of loans held for investment at June 30, 2020 and December 31, 2019, respectively.
Noninterest Income
The following table sets forth the various categories of noninterest income for the three months ended June 30, 2020 and 2019.
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | | | | |
| | 2020 | | 2019 | | $ Change | | % Change |
| | (Amounts in thousands) | | | | | | |
| Net gain on sale of loans | $ | 1,898 | | | $ | 577 | | | $ | 1,321 | | | 228.94 | % |
| Trust fees | 2,386 | | | 2,428 | | | (42) | | | (1.73) | |
| Service charges and fees | 2,262 | | | 2,648 | | | (386) | | | (14.58) | |
| Other noninterest income | (15) | | | 250 | | | (265) | | | (106.00) | |
| (Loss) on sale of investment securities | — | | | (52) | | | 52 | | | — | |
| | $ | 6,531 | | | $ | 5,851 | | | $ | 680 | | | 11.62 | |
In the three months ended June 30, 2020 and 2019, the net gain on sale of loans was $1.90 million and $0.58 million, respectively. The amount of the net gain on sale of secondary market mortgage loans in each year can vary significantly. The volume of activity in these types of loans is directly related to the level of interest rates and has been significantly impacted by the Federal Reserve Board's reduction of the federal funds rate to 0.25%.. The servicing of the loans sold into the secondary market is not retained by the Company so these loans do not provide an ongoing stream of income.
Trust fees increased $0.44 million to $3.01 million for the three months ended March 31, 2021 compared to the same period in 2020. This is due to the increase in assets under management of $0.60 billion from $1.65 billion as of March 31, 2020 to $2.26 billion as of March 31, 2021.
Other noninterest income categories experienced marginal period-to-period fluctuations for the three months ended June 30, 2020.
Discussion of operations for the three months ended June 30, 2020 and 2019March 31, 2021.
Noninterest Expenses
The following table sets forth the various categories of noninterest expenses for the three months ended June 30, 2020March 31, 2021 and 2019.2020.
| | | | Three Months Ended
June 30, | | | | Three Months Ended March 31, | |
| | | 2020 | | 2019 | | $ Change | | % Change | | 2021 | | 2020 | | $ Change | | % Change |
| | | (Amounts in thousands) | | | | (Amounts in thousands) | |
| Salaries and employee benefits | Salaries and employee benefits | $ | 10,126 | | | $ | 9,330 | | | $ | 796 | | | 8.53 | % | Salaries and employee benefits | $ | 10,564 | | | $ | 9,584 | | | $ | 980 | | | 10.23 | % |
| Occupancy | Occupancy | 1,029 | | | 1,102 | | | (73) | | | (6.62) | | Occupancy | 1,138 | | | 1,152 | | | (14) | | | (1.22) | |
| Furniture and equipment | Furniture and equipment | 1,969 | | | 1,664 | | | 305 | | | 18.33 | | Furniture and equipment | 1,983 | | | 1,781 | | | 202 | | | 11.34 | |
| Office supplies and postage | Office supplies and postage | 405 | | | 442 | | | (37) | | | (8.37) | | Office supplies and postage | 454 | | | 503 | | | (49) | | | (9.74) | |
| Advertising and business development | Advertising and business development | 380 | | | 555 | | | (175) | | | (31.53) | | Advertising and business development | 535 | | | 759 | | | (224) | | | (29.51) | |
| Outside services | Outside services | 2,517 | | | 2,523 | | | (6) | | | (0.24) | | Outside services | 3,188 | | | 2,685 | | | 503 | | | 18.73 | |
| FDIC insurance assessment | FDIC insurance assessment | 214 | | | 195 | | | 19 | | | 9.74 | | FDIC insurance assessment | 258 | | | 180 | | | 78 | | | 43.33 | |
| Other noninterest expense | Other noninterest expense | 232 | | | 549 | | | (317) | | | (57.74) | | Other noninterest expense | 579 | | | 583 | | | (4) | | | (0.69) | |
| | | $ | 16,872 | | | $ | 16,360 | | | $ | 512 | | | 3.13 | | | $ | 18,699 | | | $ | 17,227 | | | $ | 1,472 | | | 8.54 | |
In the three months ended June 30,March 31, 2021 and 2020, and 2019, salaries and employee benefits expense increased $0.80$0.98 million. The increase is primarily the result of annual salary adjustments, and hiring of additional employees to staff branch growth.growth, increased variable compensation due to the increase in loans originated for sale described above and increased overtime due to the increase in loans originated for sale and processing of PPP loans.
Outside services increased $0.50 million to $3.19 million compared to the same period in 2020, primarily due to anticipated increases in data processing expenses with the continued significant mortgage refinance activity and other professional services.
Other noninterest expense categories experienced marginal period-to-period fluctuations for the three months ended June 30, 2020.March 31, 2021.
Income Taxes
Federal and state income tax expenses were $5.35$4.36 million and $6.22$1.81 million for the sixthree months ended June 30,March 31, 2021 and 2020, and 2019, respectively. The decrease in income taxes compared to 2019 is a result of lower net income primarily attributable to the increase in the provision for loan losses for the six months ended June 30, 2020. Income taxes as a percentage of income before taxes were 22.16%22.29% in 20202021 and 21.70%20.34% in 2019.2020.
Liquidity
The Company actively monitors and manages its liquidity position with the objective of maintaining sufficient cash flows to fund operations, meet client commitments, take advantage of market opportunities and provide a margin against unforeseeable liquidity needs. Federal funds sold and investment securities available for sale are readily marketable assets. Maturities of all investment securities are managed to meet the Company’s normal liquidity needs, to respond to market changes or to adjust the Company’s interest rate risk position. Investment securities available for sale comprised 10.24%10.83% of the Company’s total assets at June 30, 2020March 31, 2021 compared to 10.76%10.80% at December 31, 2019.2020.
The Company has historically maintained a stable deposit base and a relatively low level of large deposits, which has mitigated the volatility in the Company’s liquidity position. As of June 30, 2020,March 31, 2021, the Company had borrowed $185.00$105.00 million from the Federal Home Loan Bank (“FHLB”) of Des Moines. Advances are used as a means of providing both long and short-term, fixed-rate funding for certain assets and for managing interest rate risk. The Company had additional borrowing capacity available from the FHLB of approximately $716.06$747.37 million at June 30, 2020.March 31, 2021.
As additional sources of liquidity, the Company has the ability to borrow up to $10.00 million from the Federal Reserve Bank of Chicago, and has lines of credit with three banks totaling $495.45$513.53 million. The borrowings under these credit lines would be secured by the Bank’s investment securities. The combination of high levels of potentially liquid assets, low dependence on volatile liabilities and additional borrowing capacity provided sources of liquidity for the Company which management considered sufficient at June 30, 2020.March 31, 2021.
As of June 30, 2020,March 31, 2021, investment securities with a carrying value of $13.79$10.17 million were pledged to collateralize public and trust deposits, derivative financial instruments, and other borrowings. As of December 31, 2019,2020, investment securities with a carrying value of $12.93$10.23 million were pledged.
Contractual Obligations
There have been no material changes with regard to contractual obligations disclosed in the Company’s Form 10-K for the year ended December 31, 2019.2020.
| | | | | |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
The Company's primary market risk exposure is to changes in interest rates. Interest rate risk is the risk to current or anticipated earnings or capital arising from movements in interest rates. Interest rate risk arises from repricing risk, basis risk, yield curve risk and options risk. Repricing risk is the difference between the timing of rate changes and the timing of cash flows. Basis risk is the difference from changing rate relationships among different yield curvecurves affecting Bank activities. Yield curve risk is the difference from changing rate relationships across the spectrum of maturities. Option risk is the difference resulting from interest-related options imbedded in Bank products. The Bank’s primary source of interest rate risk exposure arises from repricing risk. To measure this risk the Bank uses a static gap measurement system that identifies the repricing gaps across the full maturity spectrum of the Bank’s assets and liabilities and an earnings simulation approach. The gap schedule is known as the interest rate sensitivity report. The report reflects the repricing characteristics of the Bank’s assets and liabilities. The report details the calculation of the gap ratio. This ratio indicates the amount of interest-earning assets repricing within a given period in comparison to the amount of interest-bearing liabilities repricing within the same period of time. A gap ratio of 1.0 indicates a matched position, in which case the effect on net interest income due to interest rate movements will be minimal. A gap ratio of less than 1.0 indicates that more liabilities than assets reprice within the time period, and a ratio greater than 1.0 indicates that more assets reprice than liabilities.
The Company's asset/liability management, or its management of interest rate risk, is focused primarily on evaluating and managing net interest income given various risk criteria. Factors beyond the Company's control, such as market interest rates and competition, may also have an impact on the Company's interest income and interest expense. In the absence of other factors, the Company's overall yield on interest-earning assets will increase as will its cost of funds on its interest-bearing liabilities when market interest rates increase over an extended period of time. Inversely, the Company's yields and cost of funds will decrease when market rates decline. The Company is able to manage these swings to some extent by attempting to control the maturity or rate adjustments of its interest-earning assets and interest-bearing liabilities over given periods of time.
The Bank maintains an Asset/Liability Committee, which meets at least quarterly to review the interest rate sensitivity position and to review and develop various strategies for managing interest rate risk within the context of the following factors: 1) capital adequacy, 2) asset/liability mix, 3) economic outlook, 4) market characteristics and 5) the interest rate forecast. In addition, the Bank uses a simulation model to review various assumptions relating to interest rate movement. The model attempts to limit rate risk even if it appears the Bank’s asset and liability maturities are perfectly matched and a favorable interest margin is present. The Bank’s policy is to generally maintain a balance between profitability and interest rate risk.
In order to minimize the potential effects of adverse material and prolonged increases or decreases in market interest rates on the Company's operations, management has implemented an asset/liability program designed to mitigate the Company's interest rate sensitivity. The program emphasizes the origination of adjustable rate loans, which are held in the portfolio, the investment of excess cash in short or intermediate term interest-earning assets, and the solicitation of transaction deposit accounts, which are less sensitive to changes in interest rates and can be re-priced rapidly.
TheThere have been no material changes in the Bank's interest rate risk, as monitored by management, has increased fromsince December 31, 20192020. Such risk remains elevated due to the significant Federal Reserve rate cuts in the first quarter of 2020.2020 and the continued low interest rate environment.
| | | | | |
| Item 4. | Controls and Procedures |
The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective, as of the end of the period covered by this report, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports it files with the Securities and Exchange Commission. There have been no changes in the Company’s internal controls over financial reporting during the sixthree months ended June 30, 2020March 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
HILLS BANCORPORATION
PART II - OTHER INFORMATION
In the normal course of business, the Company and its subsidiaries are subject to pending and threatened legal actions, some of which seek substantial relief or damages. While the ultimate outcome of such legal proceedings cannot be predicted with certainty, after reviewing pending and threatened litigation with counsel, management believes at this time that the outcome of such litigation will not have a material adverse effect on the Company’s business, financial conditions, or results of operations.
On April 10, 2019, Hills Bank was sued in a class action lawsuit in the Iowa District Court for Johnson County. The lawsuit seeks class action status for customers who had paid overdraft fees on debit card transactions that were authorized into a positive account, but settled into a negative account. Plaintiff contends that these overdraft fees breached the terms of Hills Bank’s account documents. Plaintiff seeks compensatory and punitive damages for breach of contract. The Bank disputes the merits of Plaintiff’s claims. The parties are negotiating a class-wide settlement and expect to reach a final agreement in 2020 upon which the settlement will be recorded in the Company's financial statements. At this stage of the proceedings, management of the Bank does not believe that any adverse outcome or potential loss will have a material impact on the Company's financial statement when taken as a whole.None.
Except as otherwise provided below, there have been no material changes from the risk factors disclosed in the Company’s Form 10-K for the year ended December 31, 2019.2020.
Our allowances for credit losses for loans and debt securities may prove inadequate or we may be negatively affected by credit risk exposures. Also, future additions to our allowance for credit losses will reduce our future earnings.
Our business depends on the creditworthiness of our customers. As with most financial institutions, we maintain allowances for credit losses for loans and debt securities to provide for defaults and nonperformance, which represent an estimate of expected losses over the remaining contractual lives of the loan and debt security portfolios. This estimate is the result of our continuing evaluation of specific credit risks and loss experience, current loan and debt security portfolio quality, present economic, political and regulatory conditions, industry concentrations, reasonable and supportable forecasts for future conditions and other factors that may indicate losses. The ongoing COVID-19 pandemicdetermination of the appropriate levels of the allowances for loan and measures intendeddebt security credit losses inherently involves a high degree of subjectivity and judgment and requires us to prevent its spreadmake estimates of current credit risks and future trends, all of which may undergo material changes. Generally, our nonperforming loans and OREO reflect operating difficulties of individual borrowers and weaknesses in the economies of the markets we serve. The allowances may not be adequate to cover actual losses, and future allowance for credit losses could have a material adverse effect onmaterially and adversely affect our business,financial condition, results of operations and financial condition, and such effects will depend on future developments, which are highly uncertain and are difficult to predict.cash flows.
In December 2019, a novel coronavirus (COVID-19) was reported in China,Our accounting policies and in March 2020, the World Health Organization declared it a pandemic. On March 12, 2020, the President of the United States declared the COVID-19 outbreak in the United States a national emergency. The COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments ordered non-essential businessesmethods are fundamental to close and residents to shelter in place at home. This has resulted in an unprecedented slow-down in economic activity and a related increase in unemployment. Since the COVID-19 outbreak, more than 48 million people have filed claims for unemployment, and stock markets have declined in value and, in particular, bank stocks have significantly declined in value. In response to the COVID-19 outbreak, the Federal Reserve Board has reduced the benchmark fed funds rate to a target range of 0% to 0.25%, and the yields on 10 and 30-year treasury notes have declined to historic lows. The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and recently passed legislation to provide relief from reporting loan classifications due to modifications related to the COVID-19 outbreak.
Finally, the spread of the coronavirus has caused the Company to modify its business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences. The Company may take further actions as may be required by government authorities or that it determines are in the best interests of employees, customers and business partners.There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or will otherwise be satisfactory to government authorities. In addition, the success of the Company’s operations substantially depends on the management skills of its executive officers and directors, many of whom have held officer and director positions with the Company for many years. The unanticipated loss or unavailability of key employees due to the outbreak could harmhow we report our ability to operate our business or execute our business strategy.
Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business.The United States government has taken steps to attempt to mitigate some of the more severe anticipated economic effects of the virus, including the passage of the CARES Act, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion. The extent of such impact from the COVID-19 outbreak and related mitigation efforts will depend on future developments, which are highly uncertain, including but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. As the result, the Company could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:
•demand for our products and services may decline, making it difficult to grow assets and income;
•if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;
•collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;
•our allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income;
•the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;
•as the result of the decline in the Federal Reserve Board’s target federal funds rate, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income;
•a material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend;
•we rely on third party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on us; and
•Federal Deposit Insurance Corporation premiums may increase if the agency experiences additional resolution costs.
Any one or a combination of the factors identified above could negatively impact our business, financial condition and results of operations, and prospects. Even afterwe use estimates in determining the COVID-19 outbreak has subsided,fair value of certain of our assets, the Company may continueexpected credit losses related to experience materially adverse impacts to our businessloans and debt securities, and the amount of other loss contingencies as a result of the virus’s global economic impact,balance sheet date, which estimates are subject to very large uncertainty.
A portion of our assets are carried on the balance sheet at fair value, including debt securities available for sale. Generally, for assets that are reported at fair value, we use quoted market prices or internal valuation models that utilize observable market data inputs to estimate their fair value as of the balance sheet date. In certain cases, observable market prices and data may not be readily available or their availability may be diminished due to market conditions. We use financial models to value certain of credit, adverse impacts on our liquiditythese assets. These models are complex and any recessionuse asset-specific collateral data and market inputs for interest rates. Although we have processes and procedures in place governing internal valuation models and their testing and calibration, such assumptions are complex as we must make judgments about the effect of matters that has occurredare inherently uncertain. Different assumptions could have resulted in significant changes in valuation, which in turn would have affected earnings or may occurresulted in significant changes in the future.dollar amount of assets reported on the balance sheet or both.
| | | | | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
The following table sets forth information about the Company’s stock purchases, all of which were made pursuant to the 2005 Stock Repurchase Program, for the sixthree months ended June 30, 2020:March 31, 2021:
| | | | | | | | | | | | | | |
| Period | Total number of shares
purchased | Average price paid per
share | Total number of
shares purchased
as part of publicly
announced plans
or programs | Maximum number
of shares that may
yet be purchased
under the plans
or programs (1) |
| April 1 to April 30 | 5,523 | | $ | 66.00 | | 5,523 | | 209,593 | |
| May 1 to May 31 | 3,696 | | 65.98 | | 3,696 | | 205,897 | |
| June 1 to June 30 | 4,500 | | 60.00 | | 4,500 | | 201,397 | |
| Total | 13,719 | | $ | 64.03 | | 13,719 | | 201,397 | |
| | | | | | | | | | | | | | |
| Period | Total number of shares
purchased | Average price paid per
share | Total number of
shares purchased
as part of publicly
announced plans
or programs | Maximum number
of shares that may
yet be purchased
under the plans
or programs (1) |
| January 1 to January 31 | 11,148 | | $ | 61.60 | | 11,148 | | 139,227 | |
| February 1 to February 28 | 1,702 | | 62.50 | | 1,702 | | 137,525 | |
| March 1 to March 31 | 8,002 | | 63.50 | | 8,002 | | 129,523 | |
| Total | 20,852 | | $ | 62.88 | | 20,852 | | 129,523 | |
(1) On July 26, 2005, the Company’s Board of Directors authorized a program to repurchase up to 1,500,000 shares of the Company’s common stock (the “2005 Stock Repurchase Program”). The Company’s Board of Directors has authorized the 2005 Stock Repurchase Program through December 31, 2021.2022. The Company expects the purchases pursuant to the 2005 Stock Repurchase Program to be made from time to time in private transactions at a price equal to the most recent quarterly independent appraisal of the shares of the Company’s common stock and with the Board reviewing the overall results of the 2005 Stock Repurchase Program on a quarterly basis. All purchases made pursuant to the 2005 Stock Repurchase Program since its inception have been made on that basis. The amount and timing of stock repurchases will be based on various factors, such as the Board’s assessment of the Company’s capital structure and liquidity, the amount of interest shown by shareholders in selling shares of stock to the Company at their appraised value, and applicable regulatory, legal and accounting factors.
| | | | | |
| Item 3. | Defaults upon Senior Securities |
Hills Bancorporation has no senior securities.
| | | | | |
| Item 4. | Mine Safety Disclosure |
Not applicable.
None.
| | | | | |
| 3.1 | |
| 3.2 | |
| 4.1 | |
| 10.1 | |
| 10.2 | |
| 31 | |
| 32 | |
| 101.INS | XBRL Instance Document (1), (2) |
| 101.SCH | XBRL Taxonomy Extension Schema Document (1) |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document (1) |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document (1) |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document (1) |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document (1) |
(1)Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, and are otherwise not subject to liability under these sections.
(2)The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | | | | |
| | | HILLS BANCORPORATION |
| | | |
| Date: | August 5, 2020May 7 2021 | | By: /s/ Dwight O. Seegmiller |
| | | Dwight O. Seegmiller, Director, President and Chief Executive Officer |
| | | |
| Date: | August 5, 2020May 7 2021 | | By: /s/ Shari DeMarisJoseph A. Schueller |
| | | Shari DeMaris, Secretary,Joseph A. Schueller, Treasurer, Chief Financial Officer and Chief Accounting Officer |
HILLS BANCORPORATION
QUARTERLY REPORT OF FORM 10-Q FOR THE
QUARTER ENDED JUNE 30, 2020MARCH 31, 2021
| Exhibit
Number | Exhibit
Number | Description | Page Number In The Sequential
Numbering System
June 30, 2020 Form 10-Q | Exhibit
Number | Description | Page Number In The Sequential
Numbering System
March 31, 2021 Form 10-Q |
| | 10.1 | | 10.1 | | 76-79 |
| | 10.2 | | 10.2 | | 80-85 |
| | 31 | 31 | | 71-72 | 31 | | 86-87 |
| | | | | |
| 32 | 32 | | 73 | | 32 | | 88 | |