U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996 Commission file number: 0-14507 HOMELAND BANKSHARES CORPORATION Incorporated in Iowa I.R.S. Employer Identification No. 42-1168487 229 EAST PARK AVENUE, WATERLOO, IOWA 50704-5300 TELEPHONE NUMBER: (319) 291-5260 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of April 30, 1996: 5,735,678 SHARES COMMON STOCK, $12.50 PAR VALUE PART I. FINANCIAL INFORMATION ----------------------------- ITEM 1. FINANCIAL STATEMENTS. ------------------------------ HOMELAND BANKSHARES CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) MARCH 31, December 31, (Dollars in thousands, except per share data) 1996 1995 ---------------------------------------------------------------------- ASSETS Cash and due from banks $ 50,659 $ 46,072 Federal funds sold 42,800 73,850 ----------------------------------------------------------------------- Total cash and cash equivalents 93,459 119,922 Securities available for sale (amortized cost $214,053 in 1996 and $216,565 in 1995) 214,398 217,556 Loans Commercial, financial, and agricultural 180,331 178,662 Commercial real estate 225,363 213,957 Consumer real estate 315,822 318,461 Consumer 135,538 133,709 ----------------------------------------------------------------------- Total loans 857,054 844,789 Allowance for loan losses (9,093) (8,603) ----------------------------------------------------------------------- Net loans 847,961 836,186 Premises and equipment 24,658 24,609 Intangible assets 17,934 18,471 Other assets 17,391 16,163 ----------------------------------------------------------------------- Total assets $1,215,801 $1,232,907 ======================================================================= LIABILITIES Deposits Noninterest bearing demand $ 114,249 $ 123,902 Interest bearing demand 104,974 106,447 Money market 168,121 174,000 Savings 67,574 68,477 Time 488,551 489,893 ----------------------------------------------------------------------- Total deposits 943,469 962,719 Federal funds purchased 62,675 70,225 Other short-term borrowings 15,703 15,587 Accrued expenses and other liabilities 17,086 13,130 Long-term borrowings 47,141 43,925 ----------------------------------------------------------------------- Total liabilities 1,086,074 1,105,586 ----------------------------------------------------------------------- Commitments and Contingencies (Notes 4 and 5) STOCKHOLDERS' EQUITY Common stock, $12.50 par value; 25,000,000 shares authorized; 5,768,578 shares issued and outstanding (5,740,513 in 1995) 72,107 71,756 Additional paid-in capital 632 246 Retained earnings 56,771 54,697 Net unrealized gain on securities available for sale, net of income taxes 217 622 ----------------------------------------------------------------------- Total stockholders' equity 129,727 127,321 ----------------------------------------------------------------------- Total liabilities and stockholders' equity $1,215,801 $1,232,907 ======================================================================= See notes to consolidated financial statements HOMELAND BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited) THREE MONTHS ENDED MARCH 31, (Dollars in thousands, except per share data) 1996 1995 ----------------------------------------------------------------------- Interest income Loans $19,009 $17,413 Taxable securities 2,714 3,909 Tax-exempt securities 448 559 Federal funds sold 800 226 ----------------------------------------------------------------------- Total interest income 22,971 22,107 ----------------------------------------------------------------------- Interest expense Deposits 8,710 8,821 Short-term borrowings 1,166 1,732 Long-term borrowings 687 44 ----------------------------------------------------------------------- Total interest expense 10,563 10,597 ----------------------------------------------------------------------- Net interest income 12,408 11,510 Provision for loan losses 410 114 ----------------------------------------------------------------------- Net interest income after provision for loan losses 11,998 11,396 ----------------------------------------------------------------------- Noninterest income Data processing services 630 650 Trust services 599 535 Student loan servicing fees 319 264 Deposit account service charges 849 704 Securities gains 14 28 Other 660 460 ----------------------------------------------------------------------- Total noninterest income 3,071 2,641 ----------------------------------------------------------------------- Noninterest expenses Personnel 5,075 4,593 Occupancy 673 545 Equipment 635 629 Supplies 246 415 Advertising and promotion 396 560 FDIC insurance 150 532 Intangible amortization 537 537 Other real estate owned 2 (52) Other 1,344 1,448 ----------------------------------------------------------------------- Total noninterest expenses 9,058 9,207 ----------------------------------------------------------------------- Income before income taxes 6,011 4,830 Income tax expense 2,366 1,754 ----------------------------------------------------------------------- NET INCOME $3,645 3,076 ======================================================================= NET INCOME PER SHARE $ .63 $ .54 ======================================================================= AVERAGE NUMBER OF SHARES OUTSTANDING 5,752,649 5,738,713 ======================================================================= See notes to consolidated financial statements HOMELAND BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) THREE MONTHS ENDED MARCH 31, (Dollars in thousands) 1996 1995 ------------------------------------------------------------------------- OPERATING ACTIVITIES Net income $ 3,645 $ 3,076 Adjustments to reconcile net income to net cash provided by operating activities Amortization and accretion 774 446 Depreciation 491 509 Provision for loan losses 410 114 Provision for deferred income taxes (425) 263 Net gain on securities Available for sale (14) (21) Held to maturity --- (7) Net gain on sales of other assets (34) (74) Increase in other assets (948) (1,392) Increase in accrued expenses and other liabilities 4,381 346 ----------------------------------------------------------------------- Net cash provided by operating activities 8,280 3,260 ----------------------------------------------------------------------- INVESTING ACTIVITIES Proceeds from sales of securities available for sale 44 129 Proceeds from maturities and calls of securities Available for sale 18,360 9,704 Held to maturity --- 18,011 Purchases of securities available for sale (17,053) (27,896) Net increase in loans (11,304) (18,432) Purchases of premises and equipment (577) (861) Proceeds from sales of other assets 89 164 ----------------------------------------------------------------------- Net cash used for investing activities (10,441) (19,181) ----------------------------------------------------------------------- FINANCING ACTIVITIES Net decrease in deposits (19,250) (4,542) Net increase (decrease) in federal funds purchase (7,550) 30,800 Net increase (decrease) in other short-term borrowings 116 (18,499) Proceeds from long-term borrowings 3,300 --- Repayments of long-term borrowings (84) (75) Payments of cash dividends (1,263) (1,205) Proceeds from stock options 1,514 --- Purchase of common stock (1,085) --- ----------------------------------------------------------------------- Net cash provided by (used for) financing activities (24,302) 6,479 ----------------------------------------------------------------------- Net decrease in cash and cash equivalents (26,463) (9,442) Cash and cash equivalents at beginning of period 119,922 61,392 ----------------------------------------------------------------------- Cash and cash equivalents at end of period $ 93,459 $ 51,950 ======================================================================= SUPPLEMENTAL CASH FLOW INFORMATION Cash paid Interest $ 10,956 $ 10,585 Income taxes 8 --- Noncash investing and financing activities Loans transferred to foreclosed property 96 16 Sales of foreclosed property financed by Homeland --- 26 ======================================================================= See notes to consolidated financial statements HOMELAND BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) NET ADDITIONAL UNREALIZED COMMON PAID-IN RETAINED SECURITIES (Dollars in thousands, except per share data) STOCK CAPITAL EARNINGS GAIN (LOSS) TOTAL ------------------------------------------------------------------------------------------------------------- Balance at January 1, 1996 $ 71,756 $ 246 $54,697 $ 622 $ 127,321 Net income --- --- 3,645 --- 3,645 Cash dividends - $.22 per share --- --- (1,263) --- (1,263) Common stock issued under stock option plans 814 700 --- --- 1,514 Common stock purchased (463) (314) (308) --- (1,085) Net unrealized loss on securities available for sale --- --- --- (405) (405) ------------------------------------------------------------------------------------------------------------- BALANCE AT MARCH 31, 1996 $ 72,107 $ 632 $56,771 $ 217 $ 129,727 ============================================================================================================= Balance at January 1, 1995 $ 71,734 $ 227 $46,068 $ (3,287) $ 114,742 Net income --- --- 3,076 --- 3,076 Cash dividends - $.21 per share --- --- (1,205) --- (1,205) Net unrealized gain on securities available for sale --- --- --- 1,542 1,542 ------------------------------------------------------------------------------------------------------------- Balance at March 31, 1995 $ 71,734 $ 227 $47,939 $ (1,745) $ 118,155 ============================================================================================================= <FN> See notes to consolidated financial statements </FN> NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited consolidated financial statements: The accompanying interim consolidated financial statements are unaudited. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for fair presentation have been included. Certain balances previously reported have been reclassified to conform with 1996 financial statement presentation. Further information may be obtained by reference to the consolidated financial statements and accompanying footnotes included in the Homeland Bankshares Corporation ("Homeland") 1995 Annual Report on Form 10-K. Securities available for sale: Securities available for sale are reported at fair value, with the unrealized gains and losses reported as a separate component of stockholders' equity. Securities available for sale may be sold for management of general liquidity needs, response to market interest rate fluctuations, implementation of asset-liability management strategy, funding increased loan demand, changes in securities prepayment risk, or other similar factors. Realized gains and losses on sales are computed on a specific identification basis and are shown separately as a component of noninterest income. Intangible assets: Goodwill and core deposit intangibles arise from net assets acquired in purchase transactions. Purchased assets and liabilities are recorded at their estimated fair values on the acquisition dates. Intangible assets are reviewed for possible impairment when events or changed circumstances may indicate that the carrying amount of the assets may not be recoverable. Goodwill is amortized on a straight-line basis over 15 years. Core deposit intangibles are amortized on a straight-line basis over an average estimated life of approximately 7 years. At March 31, 1996 and 1995, accumulated intangible amortization was $5,991,000 and $5,453,000, respectively. Net income per share: Net income per share calculations are based on the weighted average number of common shares outstanding, adjusted for stock splits and common stock equivalents arising from the assumed exercise of outstanding stock options. Recently-adopted accounting standards: Effective January 1, 1996, Homeland adopted Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This statement specifies when certain long-lived assets should be reviewed for impairment and how to measure and report an impairment loss. The effect of the statement on Homeland's consolidated financial statements was not material. Effective January 1, 1996, Homeland adopted SFAS No. 122, "Accounting for Mortgage Servicing Rights." This statement amends SFAS No. 65 by establishing a new standard for capitalizing mortgage servicing rights. Under SFAS No. 122, the accounting principles for mortgage servicing rights are the same for mortgages originated by the servicer as for those acquired through purchase transactions. Accordingly, under the new statement, a bank would record an asset for mortgage servicing rights when it sold mortgages and retained the servicing. The effect of the statement on Homeland's consolidated financial statements was not material. SFAS No. 123, "Accounting for Stock-Based Compensation," was effective for Homeland beginning January 1, 1996. SFAS No. 123 requires expanded disclosures of stock-based compensation arrangements with employees and encourages (but does not require) compensation cost to be measured based on the fair value of the equity instrument awarded. Companies are permitted, however, to continue to apply APB Opinion No. 25, which recognizes compensation cost based on the intrinsic value of the equity instrument awarded. Homeland will continue to apply APB Opinion No. 25 to its stock based compensation awards to employees. 2. SECURITIES AVAILABLE FOR SALE REALIZED GAINS AND LOSSES THREE MONTHS ENDED MARCH 31, (Dollars in thousands) 1996 1995 ---------------------------------------------------------------- Gross realized gains $ 14 $ 28 Gross realized losses --- --- ---------------------------------------------------------------- Total $ 14 $ 28 ================================================================ GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR (Dollars in thousands) COST GAINS LOSSES VALUE --------------------------------------------------------------------------------------------------------- U.S. Treasury $ 65,756 $ 231 $ (326) $ 65,661 U.S. Government agencies 18,386 178 (77) 18,487 U.S. Government agencies mortgage-backed 66,343 387 (566) 66,164 Student loan participation certificates 19,447 --- --- 19,447 States and political subdivisions 33,190 750 (109) 33,831 Corporate mortgage-backed 3,838 --- (123) 3,715 Other 7,093 --- --- 7,093 -------------------------------------------------------------------------------------------------------- BALANCE AT MARCH 31, 1996 $ 214,053 $ 1,546 $ (1,201) $ 214,398 ======================================================================================================== U.S. Treasury $ 64,275 $ 341 $ (328) $ 64,288 U.S. Government agencies 21,532 277 (38) 21,771 U.S. Government agencies mortgage-backed 69,267 560 (459) 69,368 Student loan participation certificates 16,708 --- --- 16,708 States and political subdivisions 33,316 881 (102) 34,095 Corporate 427 --- --- 427 Corporate mortgage-backed 4,047 --- (141) 3,906 Other 6,993 --- --- 6,993 -------------------------------------------------------------------------------------------------------- Balance at December 31, 1995 $ 216,565 $ 2,059 $ (1,068) $ 217,556 ======================================================================================================== 3. ALLOWANCE FOR LOAN LOSSES THREE MONTHS ENDED MARCH 31, (Dollars in thousands) 1996 1995 ---------------------------------------------------------------- Balance at beginning of period $8,603 $9,082 Provision for loan losses 410 114 Loan loss recoveries 814 103 Loans charged off (734) (442) ---------------------------------------------------------------- Balance at end of period $9,093 $8,857 ================================================================ Impairment of loans has been recognized in conformity with SFAS Nos. 114 and 118. No interest income related to such loans has been recognized. MARCH 31, Dec. 31, (Dollars in thousands) 1996 1995 ------------------------------------------------------------------ Balance of impaired loans $ 496 $ 664 Less portion for which no allowance for loan losses was allocated (---) (---) ------------------------------------------------------------------ Portion of impaired loan balance for which an allowance for loan losses was allocated $ 496 $ 664 ================================================================== Portion of allowance for loan losses allocated to the impaired loan balance $ 36 $ 52 ================================================================== Average investment in impaired loans during the period $ 689 $2,057 ================================================================== 4. OTHER SHORT-TERM BORROWINGS At March 31, 1996, other short-term borrowings consisted of $10 million of advances from the Federal Home Loan Bank ("FHLB") and $5.7 million in U.S. Treasury tax depository accounts. The short-term FHLB advances were secured by certain U.S. Government securities, FHLB stock, and eligible consumer real estate loans, with a weighted average interest rate of 5.8%. In the normal course of business, Homeland banks have established lines of credit for overnight borrowings for the management of daily liquidity needs. At March 31, 1996, these unused lines of credit aggregated $141 million. 5. LONG-TERM BORROWINGS At March 31, 1996, long-term borrowings consisted of FHLB advances to Homeland subsidiaries with an average fixed interest rate of 5.8%. The long- term advances were secured by eligible consumer real estate loans and FHLB stock and were scheduled to mature as follows: (Dollars in thousands) ----------------------------------------------------------------- 1996 $ 189 1997 40,486 1998 290 1999 294 2000 1,498 Thereafter 4,384 ----------------------------------------------------------------- Balance at end of period $47,141 ================================================================= 6. STOCKHOLDERS' EQUITY On March 20, 1996, the Board of Directors authorized the continuation of Homeland's common stock buyback program by approving the repurchase of up to 500,000 shares of Homeland common stock through stock market transactions until March 31, 1997. For the three months ended March 31, 1996, Homeland repurchased approximately 37,000 shares at a total cost of $1,085,000. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. HOMELAND BANKSHARES CORPORATION FINANCIAL HIGHLIGHTS THREE MONTHS ENDED MARCH 31, (Dollars in thousands, except per share data) 1996 1995 % Change ----------------------------------------------------------------------------- OPERATING RESULTS Net interest income $12,408 $11,510 7.8% Provision for loan losses 410 114 259.6 Noninterest income 3,071 2,641 16.3 Noninterest expenses 9,058 9,207 -1.6 Income tax expense 2,366 1,754 34.9 Net income 3,645 3,076 18.5 PER SHARE DATA Net income $.63 $.54 16.7% Cash dividends .22 .21 4.8 Book value 22.49 20.59 9.2 Market price 29.13 23.44 24.3 END OF PERIOD BALANCES Loans $857,054 $812,817 5.4% Deposits 943,469 944,818 -0.1 Stockholders' equity 129,727 118,155 9.8 Total assets 1,215,801 1,202,076 1.1 Nonperforming assets 5,091 5,928 -14.1 AVERAGE BALANCES Loans $848,523 $796,208 6.6% Deposits 941,122 949,232 -0.9 Stockholders' equity 128,968 115,801 11.4 Total assets 1,220,030 1,194,082 2.2 Total earning assets 1,124,917 1,096,319 2.6 FINANCIAL RATIOS Return on average total assets 1.20% 1.04% Return on average stockholders' equity 11.37 10.77 Net interest margin 4.51 4.36 Efficiency ratio 54.33 60.59 Stockholders' equity to total assets 10.67 9.83 Leverage capital ratio 9.29 8.48 EARNINGS ANALYSIS PERFORMANCE SUMMARY Homeland Bankshares Corporation's net earnings reached $3,645,000 for the three months ended March 31, 1996. This was a $569,000 increase over the first quarter earnings of 1995. Net earnings per share also improved to $.63 from $.54 for the first three months of 1996 and 1995, respectively. Higher net interest margin, combined with an improved efficiency ratio, boosted consolidated net income by 18.5% and per share earnings by 16.7% for the first quarter of 1996 compared to 1995. Return on average assets was 1.20% and 1.04% for the three months of 1996 and 1995, respectively. Return on average stockholders' equity was 11.37% and 10.77% for the same three-month periods. Homeland's relatively high equity-to-assets ratio, while providing a solid foundation for the company to operate from, has served to restrain the return on equity in recent years. In an effort to improve return on stockholders' equity and to reduce excess capital, Homeland announced a continuation of its common stock buyback program in March 1996, authorizing the repurchase of up to 500,000 shares of Homeland common stock through stock market transactions until March 31, 1997. Through May 1, 1996, Homeland repurchased approximately 70,000 shares at a total cost of $2,090,000. NET INTEREST INCOME Net interest income is the excess of the interest and fees received on interest earning assets over the interest expense paid on interest bearing liabilities, while taxable-equivalent net interest income includes an adjustment to ensure that interest income on taxable and nontaxable assets is comparable. Net interest income totaled $12,408,000 through March 31, 1996 and $11,510,000 for the previous year's first quarter. Taxable-equivalent net interest income was $12,624,000 and $11,784,000 for the three months ended March 31, 1996 and 1995, respectively. Homeland has experienced substantial growth in net interest income from a combination of earning assets growth and effective management of overall interest rate sensitivity and liquidity. During the first quarter of 1996, approximately $300,000 of interest income was recognized due to the collection of interest on loans previously charged off or on nonaccrual status. NET INTEREST SPREAD AND MARGIN THREE MONTHS ENDED MARCH 31, (Taxable-equivalent basis) 1996 1995 ------------------------------------------------------------------ Yield on earning assets 8.29% 8.28% Rate on interest bearing liabilities 4.44 4.51 ------------------------------------------------------------------ NET INTEREST SPREAD 3.85 3.77 Noninterest bearing funds contribution .66 .59 ------------------------------------------------------------------ NET INTEREST MARGIN 4.51% 4.36% ================================================================== Net interest spread improved by 8 basis points for the first quarter of 1996, compared to the first quarter of 1995, while net interest margin improved by 15 basis points for the same period. The collection of $300,000 of interest income on troubled loans mentioned above also contributed to the net interest margin improvement. Excluding this unusual income, the net interest spread and margin for 1996 would have been 3.74% and 4.41%, respectively. NONINTEREST INCOME Total noninterest income for the first three months of 1996 improved from the same period in 1995 by $430,000, or 16.3%. Trust services revenue increased by 12.0% for the first quarter comparisons. Student loan servicing fees generated by the Homeland Student Loan Company totaled $319,000 through March 31, 1996, compared to $264,000 for the same period of 1995, a 20.8% increase. Deposit account service charges grew by 20.6% and the recognition of income generated from the sales and servicing of real estate loans was $172,000 higher for the first quarter of 1996. NONINTEREST EXPENSES Noninterest expenses declined by $149,000 for the first three months of 1996 compared to the same three months of 1995. Expenses associated with the 1995 corporate name change had boosted noninterest expenses for that quarter by approximately $365,000. Excluding those one-time expenses, total noninterest expenses increased from the first quarter of 1995 to the first quarter of 1996 by a modest 2.4%. Personnel costs, typically the largest component of noninterest expense, showed a $482,000 or 10% increase for the first quarter of 1996 compared to the same quarter of 1995. The majority of the increase was due to higher health insurance and other employee benefit costs during the 1996 quarter. The reduction in the FDIC deposit insurance premiums for commercial banks from $.23 per $100 of deposits prior to June 1, 1995 to virtually zero after January 1, 1996, contributed $382,000 to Homeland's decline in noninterest expenses in the first quarter of 1996 compared to the 1995 first quarter. Homeland's net noninterest expenses as a percentage of average assets was 1.97% compared to 2.23% for the three months ended March 31, 1996 and 1995, respectively. Another measure of effective management of cost control is the efficiency ratio which represents adjusted operating expenses as a percentage of noninterest income and net interest income on a fully taxable-equivalent basis. Homeland's efficiency ratio of 54% for the 1996 first quarter, improved from 1995's first quarter efficiency ratio of 61%. Systems conversions, departmental consolidations, and centralization of banking functions is an ongoing process designed to improve operating efficiencies as well as customer services. During 1995, Federal legislation was proposed which would have required the recapitalization of the FDIC's Savings Association Insurance Fund ("SAIF") by assessing a special one-time charge on SAIF deposits and in turn reducing subsequent SAIF deposit insurance premiums. That legislation was not passed, and there is no similar legislation proposed as of the date of this report. CREDIT RISK MANAGEMENT NONPERFORMING ASSETS AND RESTRUCTURED LOANS MARCH 31, Dec. 31, March 31, (Dollars in thousands) 1996 1995 1995 ---------------------------------------------------------------------- Loans past due 90 days or more (1) $3,137 $2,766 $1,774 Nonaccrual loans 1,710 1,852 3,709 Foreclosed property 244 325 445 ---------------------------------------------------------------------- Total nonperforming assets $5,091 $4,943 $5,928 ====================================================================== Total nonperforming assets as a percentage of total loans and foreclosed property .59% .58% .73% ====================================================================== Restructured loans $ 299 $ 307 $ 347 ====================================================================== (1) Includes government sponsored student loans totaling $1.6 million at March 31, 1996 and December 31, 1995, and $1.0 million at March 31, 1995, for which there is minimal risk of loss. Expressed as a percentage of total loans and foreclosed property, nonperforming assets remained stable at .59% at March 31, 1996 from .58% at year-end 1995, and down from .73% at March 31, 1995. Homeland's asset quality is a reflection of the company's community-based banking focus and conservative lending policies. ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is a valuation reserve for estimated losses inherent in the loan portfolio. Actual credit losses, net of recoveries, are deducted from the allowance for loan losses when they occur. Factors considered in the evaluation of the allowance level include estimated future losses from loan agreements and obligations, deterioration in credit concentrations or pledged collateral, and historical loss experience, as well as trends in portfolio volume, composition, delinquencies, and nonaccruals. Management assesses the adequacy of the allowance for loan losses of each subsidiary bank every quarter. However, actual losses could differ significantly from the amounts estimated by management. The allowance for loan losses stood at $9.1 million at March 31, 1996, representing 1.06% of total loans and 179% of nonperforming assets. The allowance at March 31, 1995, stood at 1.09% of total loans and 149% of nonperforming assets. Homeland's loan loss recoveries exceeded loans charged off for the first quarter by $80,000 due to the recoveries of several large commercial credits. Previous year first quarter charge offs exceeded recoveries by $339,000. The provision for loan losses was $410,000 and $114,000, respectively, for the first quarters of 1996 and 1995. The higher provision in 1996 was necessitated by loan growth during the past twelve months. CAPITAL RESOURCES CAPITAL RATIOS REGULATORY CAPITAL REQUIREMENTS ------------------------- MARCH 31, March 31, WELL MINIMUM 1996 1995 CAPITALIZED REQUIREMENT --------------------------------------------------------------------------- Tier I risk-based capital 14.15% 13.05% 6.00% 4.00% Total risk-based capital 15.27 14.16 10.00 8.00 Leverage capital 9.29 8.48 5.00 4.00 Banking is an extensively regulated industry. To maintain the shareholders' and customers' security, banking regulatory agencies have set forth capital requirements based upon the relative risk of different assets held by banks. Homelands' capital ratios have consistently exceeded the "well-capitalized" regulatory capital requirements for financial institutions. Homeland's stockholders' equity totaled $129.7 million at March 31, 1996, a 9.8% increase from March 31, 1995. Out of net income of $3.6 million during the first three months of 1996, Homeland retained $2.3 million after paying dividends to stockholders of $1.3 million. The net unrealized gain on securities available for sale, net of deferred income taxes, was $217,000 at March 31, 1996, compared to a $1,745,000 net unrealized loss at March 31, 1995. Declining market interest rates during 1995 were responsible for the securities market value improvement. The stockholders' equity-to-asset ratio was 10.67% at March 31, 1996 compared to 9.83% the prior year. Homeland's book values per share were $22.49 and $20.59 at March 31, 1996 and 1995, respectively. The closing market trade price of Homeland's common stock was $29.13 per share at March 31, 1996. Homeland had no commitments for any significant capital expenditures at March 31, 1996, and currently carries no long-term debt at the parent company. ASSET-LIABILITY MANAGEMENT Asset-liability management encompasses both the maintenance of adequate liquidity and the management of interest rate sensitivity. Liquidity management involves planning to meet anticipated funding needs. Interest rate sensitivity management attempts to provide the optimal level of net interest income, while managing exposure to risks associated with interest rate movements. LIQUIDITY Core deposits have historically provided Homeland with a major source of stable and relatively low-cost funding. Secondary sources of liquidity include federal funds sold, maturing securities and loans, securities available for sale, and borrowed funds. In the normal course of business, Homeland banks have established short-term lines of credit for the management of daily liquidity needs. Cash and cash equivalents were provided by $8.3 million of operating activities. Investing activities used $10.4 million and financing activities used $24.3 million during the first quarter of 1996. Total cash and cash equivalents were $93.5 million at March 31, 1996, compared to $52.0 million at March 31, 1995. An increase in the amount of federal funds purchased from downstream respondent banks was largely responsible for generating the higher level of cash and cash equivalents at March 31, 1996. INTEREST RATE SENSITIVITY Interest rate sensitivity has traditionally been measured by gap analysis, which represents the difference between assets and liabilities that reprice in certain time periods. This method, while useful, has a number of limitations as it is a static point-in-time measurement and does not take into account the varying degrees of sensitivity to interest rates within the balance sheet. As shown in the following table, on a static-gap basis, the cumulative ratio of interest sensitive assets to interest sensitive liabilities in a one-year time frame was 1.13, and as a percentage of total assets was 5.71%. Because of inherent limitations of gap analysis, Homeland periodically uses an earnings simulation model to more realistically measure its sensitivity to changing interest rates. Management monitors the rate sensitivity and liquidity positions on an ongoing basis and, when necessary, appropriate action is taken to minimize any adverse effects of rapid interest rate movements or any unexpected liquidity concerns. INTEREST RATE SENSITIVITY ANALYSIS MARCH 31, 1996 --------------------------------------------------------------------------------- AFTER ONE AFTER THREE WITHIN THROUGH THROUGH ONE THREE TWELVE TOTAL AFTER ONE (Dollars in thousands) MONTH MONTHS MONTHS ONE YEAR YEAR TOTAL ---------------------------------------------------------------------------------------------------------------------------- Interest earning assets Federal funds sold $ 42,800 $ --- $ --- $ 42,800 $ --- $ 42,800 Securities 24,750 8,903 50,550 84,203 130,195 214,398 Loans 230,714 48,871 191,114 470,699 386,355 857,054 ---------------------------------------------------------------------------------------------------------------------------- Total interest earning assets 298,264 57,774 241,664 597,702 516,550 1,114,252 ---------------------------------------------------------------------------------------------------------------------------- Sources of funds Interest bearing demand deposits(1) 20,995 --- --- 20,995 83,979 104,974 Money market deposits(1) 127,064 --- --- 127,064 41,057 168,121 Savings deposits(1) 13,515 --- --- 13,515 54,059 67,574 Time deposits 51,801 66,800 169,393 287,994 200,557 488,551 Federal funds purchased 62,675 --- --- 62,675 --- 62,675 Other short-term borrowings 15,703 --- --- 15,703 --- 15,703 Long-term borrowings 5 159 120 284 46,857 47,141 ---------------------------------------------------------------------------------------------------------------------------- Total rate sensitive liabilities 291,758 66,959 169,513 528,230 426,509 954,739 Demand deposits, net of cash and due from banks --- --- --- --- 63,590 63,590 Other, net --- --- --- --- 95,923 95,923 ---------------------------------------------------------------------------------------------------------------------------- Total sources of funds 291,758 66,959 169,513 528,230 586,022 1,114,252 ---------------------------------------------------------------------------------------------------------------------------- Interest sensitivity gap $ 6,506 $ (9,185) $ 72,151 $ 69,472 $ (69,472) $ --- ============================================================================================================================ Cumulative gap $ 6,506 $ (2,679) $ 69,472 $ 69,472 Cumulative gap as a percentage of total assets 1.36% .60% 5.71% 5.71% Cumulative ratio of interest sensitive assets to interest sensitive liabilities 1.02 .99 1.13 1.13 =========================================================================================================================== <FN> (1)<F1> On the basis of historical studies, deposits determined to be less sensitive to changes in market interest rates are included in the "after one year" category. </FN> PART II. OTHER INFORMATION --------------------------- ITEM 1. LEGAL PROCEEDINGS. ======= ------------------ Not applicable. ITEM 2. CHANGES IN SECURITIES. ======= --------------------- Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. ======= ------------------------------- Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ======= --------------------------------------------------- (a) The Annual Meeting of Shareholders of Homeland Bankshares Corporation was held on April 16, 1996. (b) There was no solicitation in opposition to management's nominees for directors listed in Homeland's Proxy Statement dated March 19, 1996. All nominees were elected. ITEM 5. OTHER INFORMATION. ======= ----------------- Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. ======= -------------------------------- (a) EXHIBITS: Index to Exhibits - Page 16. Exhibit 11 Statement Re Computation of Earnings Per Share. Exhibit 27 Financial Data Schedule (b) REPORTS ON FORM 8-K: No reports were filed on Form 8-K during the quarter ended March 31, 1996. *** 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. HOMELAND BANKSHARES CORPORATION (Registrant) Date May 9, 1996 /s/ Erl A. Schmiesing ----------- ---------------------------------------------- Erl A. Schmiesing, Chairman, President & CEO (Principal Executive Officer) Date May 9, 1996 /s/ Robert S. Kahler ----------- ---------------------------------------------- Robert S. Kahler, EVP & CFO (Principal Financial and Accounting Officer) ------------------------------------------------------------------------------ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- INDEX TO EXHIBITS TO FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------------------- HOMELAND BANKSHARES CORPORATION 229 EAST PARK AVENUE WATERLOO, IOWA 50704-5300 EXHIBIT NO. ITEM PAGE ----------- ------------------------------------------------------- ---- 11 Statement Re Computation of Earnings Per Share 17 27 Financial Data Schedule 18 ------------------------------------------------------------------------------