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 JUNE 30, 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 August 2, 1996: 5,703,378 SHARES COMMON STOCK, $12.50 PAR VALUE PART I. FINANCIAL INFORMATION - ----------------------------- ITEM 1. FINANCIAL STATEMENTS. - ------------------------------ HOMELAND BANKSHARES CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) JUNE 30, December 31, (Dollars in thousands, except per share data) 1996 1995 - -------------------------------------------------------------------- ASSETS Cash and due from banks $ 51,618 $ 46,072 Federal funds sold 12,700 73,850 - ------------------------------------------------------------------- Total cash and cash equivalents 64,318 119,922 Securities available for sale (amortized cost $201,867 in 1996 and $216,565 in 1995) 201,361 217,556 Loans Commercial, financial, and agricultural 188,362 178,662 Commercial real estate 238,276 213,957 Consumer real estate 319,427 318,461 Consumer 138,292 133,709 - ------------------------------------------------------------------- Total loans 884,357 844,789 Allowance for loan losses (8,913) (8,603) - ------------------------------------------------------------------- Net loans 875,444 836,186 Premises and equipment 24,623 24,609 Intangible assets 17,396 18,471 Other assets 16,613 16,163 - ------------------------------------------------------------------- Total assets $1,199,755 $1,232,907 =================================================================== LIABILITIES Deposits Noninterest bearing demand $ 118,638 $ 123,902 Interest bearing demand 97,973 106,447 Money market 168,547 174,000 Savings 65,637 68,477 Time 496,732 489,893 - ------------------------------------------------------------------- Total deposits 947,527 962,719 Federal funds purchased 44,575 70,225 Other short-term borrowings 19,000 15,587 Accrued expenses and other liabilities 12,169 13,130 Long-term borrowings 46,976 43,925 - ------------------------------------------------------------------- Total liabilities 1,070,247 1,105,586 - ------------------------------------------------------------------- Commitments and Contingencies (Notes 4 and 5) STOCKHOLDERS' EQUITY Common stock, $12.50 par value; 25,000,000 shares authorized; 5,703,378 shares issued and outstanding (5,740,513 in 1995) 71,292 71,756 Additional paid-in capital --- 246 Retained earnings 58,533 54,697 Net unrealized gain (loss) on securities available for sale, net of income taxes (317) 622 - ------------------------------------------------------------------- Total stockholders' equity 129,508 127,321 - ------------------------------------------------------------------- Total liabilities and stockholders' equity $1,199,755 $1,232,907 =================================================================== See notes to consolidated financial statements HOMELAND BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited) THREE MONTHS ENDED, SIX MONTHS ENDED JUNE 30, JUNE 30, (Dollars in thousands, except per share data) 1996 1995 1996 1995 - ------------------------------------------------------------------------ Interest income Loans $19,252 $18,403 $38,261 $35,816 Taxable securities 2,635 3,846 5,349 7,755 Tax-exempt securities 439 516 887 1,075 Federal funds sold 515 137 1,315 363 - ------------------------------------------------------------------------- Total interest income 22,841 22,902 45,812 45,009 - ------------------------------------------------------------------------- Interest expense Deposits 8,724 9,025 17,434 17,846 Short-term borrowings 1,008 1,838 2,174 3,570 Long-term borrowings 690 207 1,377 251 - ------------------------------------------------------------------------- Total interest expense 10,422 11,070 20,985 21,667 - ------------------------------------------------------------------------- Net interest income 12,419 11,832 24,827 23,342 Provision for loan losses 561 269 971 383 - ------------------------------------------------------------------------- Net interest income after provision for loan losses 11,858 11,563 23,856 22,959 - ------------------------------------------------------------------------- Noninterest income Data processing services 604 616 1,234 1,266 Trust services 618 623 1,217 1,158 Student loan servicing fees 287 264 606 508 Deposit account service charges 854 771 1,703 1,475 Securities gains 3 3 17 31 Other 788 671 1,448 1,151 - ------------------------------------------------------------------------- Total noninterest income 3,154 2,948 6,225 5,589 - ------------------------------------------------------------------------- Noninterest expenses Personnel 4,965 4,868 10,040 9,461 Occupancy 908 692 1,581 1,237 Equipment 610 562 1,245 1,191 Supplies 249 248 495 663 Advertising and promotion 408 392 804 952 FDIC insurance 145 532 295 1,064 Intangible amortization 538 538 1,075 1,075 Other real estate owned (35) (94) (33) (146) Other 1,290 1,503 2,634 2,951 - ------------------------------------------------------------------------- Total noninterest expenses 9,078 9,241 18,136 18,448 - ------------------------------------------------------------------------- Income before income taxes 5,934 5,270 11,945 10,100 Income tax expense 2,246 2,036 4,612 3,790 - ------------------------------------------------------------------------- NET INCOME $3,688 $3,234 $7,333 $ 6,310 ========================================================================= NET INCOME PER SHARE $ .65 $ .56 $ 1.28 $ 1.10 ========================================================================= AVERAGE NUMBER OF SHARES OUTSTANDING 5,730,094 5,739,111 5,741,372 5,738,912 ========================================================================= See notes to consolidated financial statements HOMELAND BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) SIX MONTHS ENDED JUNE 30, (Dollars in thousands) 1996 1995 - ------------------------------------------------------------------- OPERATING ACTIVITIES Net income $ 7,333 $ 6,310 Adjustments to reconcile net income to net cash provided by operating activities Amortization and accretion 1,657 1,019 Depreciation 987 999 Provision for loan losses 971 383 Provision for deferred income taxes (615) 592 Net gain on securities Available for sale (17) (21) Held to maturity --- (10) Net gain on sales of other assets (92) (78) (Increase) decrease in other assets 108 (2,334) Decrease in accrued expenses and other liabilities (346) (1,858) - ------------------------------------------------------------------- Net cash provided by operating activities 9,986 5,002 - ------------------------------------------------------------------- INVESTING ACTIVITIES Proceeds from sales of securities available for sale 44 135 Proceeds from maturities and calls of securities Available for sale 39,134 24,044 Held to maturity --- 27,001 Purchases of securities Available for sale (24,523) (38,769) Held to maturity --- (616) Net increase in loans (40,709) (45,582) Purchases of premises and equipment (1,446) (1,140) Proceeds from sales of other assets 495 147 - ------------------------------------------------------------------- Net cash used for investing activities (27,005) (34,780) - ------------------------------------------------------------------- FINANCING ACTIVITIES Net decrease in deposits (15,192) (16,454) Net increase (decrease) in federal funds purchased (25,650) 36,750 Net increase (decrease) in other short-term borrowings 3,413 (30,320) Proceeds from long-term borrowings 3,300 40,000 Repayments of long-term borrowings (249) (225) Payments of cash dividends (2,583) (2,468) Proceeds from stock options 1,514 --- Purchase of common stock (3,138) --- - ------------------------------------------------------------------- Net cash provided by (used for) financing activities (38,585) 27,283 - ------------------------------------------------------------------- Net decrease in cash and cash equivalents (55,604) (2,495) Cash and cash equivalents at beginning of period 119,922 61,392 - ------------------------------------------------------------------- Cash and cash equivalents at end of period $ 64,318 $ 58,897 =================================================================== SUPPLEMENTAL CASH FLOW INFORMATION Cash paid Interest $ 21,833 $ 22,050 Income taxes 4,786 3,111 Noncash investing and financing activities Loans transferred to (from) foreclosed property 334 (32) Sales of foreclosed property financed by Homeland 157 56 =================================================================== See notes to consolidated financial statements HOMELAND BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (Unaudited) NET ADDITIONAL UNREALIZED (Dollars in thousands, COMMON PAID-IN RETAINED SECURITIES 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 --- --- 7,333 --- 7,333 Cash dividends - $.45 per share --- --- (2,583) --- (2,583) Common stock issued under stock option plans 814 700 --- --- 1,514 Common stock purchased (1,278) (946) (914) --- (3,138) Net unrealized loss on securities available for sale --- --- --- (939) (939) - --------------------------------------------------------------------------------------- BALANCE AT JUNE 30, 1996 $71,292 $ --- $58,533 $ (317) $129,508 ======================================================================================= Balance at January 1, 1995 $71,734 $ 227 $46,068 $(3,287) $114,742 Net income --- --- 6,310 --- 6,310 Cash dividends - $.43 per share --- --- (2,468) --- (2,468) Net unrealized gain on securities available for sale --- --- --- 3,031 3,031 - --------------------------------------------------------------------------------------- Balance at June 30, 1995 $71,734 $ 227 $49,910 $ (256) $121,615 ======================================================================================= <FN> See notes to consolidated financial statements </FN> NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 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 June 30, 1996 and 1995, accumulated intangible amortization was $6,528,000 and $4,379,000, 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 SIX MONTHS ENDED JUNE 30, JUNE 30, (Dollars in thousands) 1996 1995 1996 1995 ----------------------------------------------------------------------- Gross realized gains $ 3 $ 3 $ 17 $ 31 Gross realized losses --- --- --- --- ----------------------------------------------------------------------- Total $ 3 $ 3 $ 17 $ 31 ======================================================================= AMORTIZED UNREALIZED UNREALIZED MARKET (Dollars in thousands) COST GAINS LOSSES VALUE ------------------------------------------------------------------------------------------------------ U.S. Treasury $ 57,620 $ 144 $ (332) $ 57,432 U.S. Government agencies 18,402 96 (98) 18,400 U.S. Government agencies mortgage-backed 64,091 333 (900) 63,524 Student loan participation certificates 19,997 --- --- 19,997 States and political subdivisions 30,008 566 (192) 30,382 Corporate mortgage-backed 3,581 --- (123) 3,458 Other 8,168 --- --- 8,168 ------------------------------------------------------------------------------------------------------ BALANCE AT JUNE 30, 1996 $ 201,867 $ 1,139 $ (1,645) $ 201,361 ====================================================================================================== 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 SIX MONTHS ENDED JUNE 30, JUNE 30, (Dollars in thousands) 1996 1995 1996 1995 ------------------------------------------------------------------------------------------------------ Balance at beginning of period $ 9,093 $ 8,857 $ 8,603 $ 9,082 Provision for loan losses 561 269 971 383 Loan loss recoveries 476 83 1,290 186 Loans charged off (1,217) (259) (1,951) (701) ------------------------------------------------------------------------------------------------------ Balance at end of period $ 8,913 $ 8,950 $ 8,913 $ 8,950 ====================================================================================================== Impairment of loans has been recognized in conformity with SFAS Nos. 114 and 118. No interest income related to such loans has been recognized. JUNE 30, DEC. 31, (Dollars in thousands) 1996 1995 -------------------------------------------------------------- Balance of impaired loans $ 128 $ 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 $ 128 $ 664 ============================================================== Portion of allowance for loan losses allocated to the impaired loan balance $ 19 $ 52 ============================================================== Average investment in impaired loans during the period $ 498 $2,057 ============================================================== 4. SHORT-TERM BORROWINGS At June 30, 1996, other short-term borrowings consisted of $10 million of advances from the Federal Home Loan Bank ("FHLB") and $9 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 June 30, 1996, these unused lines of credit aggregated $212 million. 5. LONG-TERM BORROWINGS At June 30, 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 certain U.S. Government securities, eligible consumer real estate loans, and FHLB stock, and were scheduled to mature as follows: (Dollars in thousands) - ---------------------------------------------------------------- 1996 $ 273 1997 40,486 1998 290 1999 294 2000 1,498 Thereafter 4,135 - ---------------------------------------------------------------- Balance at end of period $46,976 ================================================================ 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 six months ended June 30, 1996, Homeland repurchased approximately 102,000 shares at a total cost of $3,138,000. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. HOMELAND BANKSHARES CORPORATION FINANCIAL HIGHLIGHTS THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, (Dollars in thousands, except per share data) 1996 1995 % Change 1996 1995 % Change - ------------------------------------------------------------------------------------------------------------ OPERATING RESULTS Net interest income $12,419 $11,832 5.0% $24,827 $23,342 6.4% Provision for loan losses 561 269 108.6 971 383 153.5 Noninterest income 3,154 2,948 7.0 6,225 5,589 11.4 Noninterest expenses 9,078 9,241 -1.8 18,136 18,448 -1.7 Income tax expense 2,246 2,036 10.3 4,612 3,790 21.7 Net income 3,688 3,234 14.0 7,333 6,310 16.2 PER SHARE DATA Net income $.65 $.56 16.1% $1.28 $1.10 16.4% Cash dividends .23 .22 4.5 .45 .43 4.7 Book value 22.71 21.19 7.2 22.71 21.19 7.2 Tangible book value 19.66 17.79 10.5 19.66 17.79 10.5 Market price 33.75 24.00 40.6 33.75 24.00 40.6% END OF PERIOD BALANCES Loans $884,357 $839,248 5.4% $884,357 $839,248 5.4% Deposits 947,527 932,906 1.6 947,527 932,906 1.6 Stockholders' equity 129,508 121,615 6.5 129,508 121,615 6.5 Total assets 1,199,755 1,225,399 -2.1 1,199,755 1,225,399 -2.1 Nonperforming assets 3,693 6,297 -41.4 3,693 6,297 -41.4 AVERAGE BALANCES Loans $873,994 $821,557 6.4% $861,258 $808,953 6.5% Deposits 947,430 942,811 .5 944,276 947,926 -.4 Stockholders' equity 129,848 119,498 8.7 129,408 117,660 10.0 Total assets 1,216,874 1,208,088 .7 1,218,452 1,203,875 1.2 Total earning assets 1,119,529 1,111,223 .7 1,122,222 1,104,641 1.6 FINANCIAL RATIOS Return on average total assets 1.22% 1.07% 1.21% 1.06% Return on average stockholders' equity 11.42 10.86 11.40 10.81 Net interest margin 4.54 4.36 4.53 4.36 Efficiency ratio 54.31 62.13 54.32 63.20 Stockholders' equity to total assets 10.79 9.92 10.79 9.92 Leverage capital ratio 9.37 8.60 9.37 8.60 EARNINGS ANALYSIS PERFORMANCE SUMMARY Homeland Bankshares Corporation increased its net earnings by $1.0 million to reach $7.3 million for the first half of 1996 compared to the same period in 1995, representing a 16.2% increase. Net income per share also improved to $1.28 from $1.10 for the same six-month periods. Second quarter net income was 14.0% higher, improving to $3.7 million for 1996, compared to $3.2 million for 1995. Per share earnings were $.65 and $.56 for the three-month periods ended June 30, 1996 and 1995, respectively. Year-to-date earnings in 1996 have profited from a higher net interest margin and from improvements in operating efficiencies. Net interest margin for the first six months of 1996 was 4.53%, 17 basis points higher than the same period of 1995. Homeland's efficiency ratio has shown consistent improvement over the last several years, to 54.3% at June 30, 1996 compared to 63.2% one year ago. Increased noninterest income combined with lower noninterest expenses, partially attributable to the reduced FDIC insurance premiums, reduced the effect of an increased provision for loan losses to boost consolidated net income for 1996. Return on average assets was 1.21% and 1.06% for the first six months of 1996 and 1995, respectively. The return on average stockholders' equity was 11.40% and 10.81% for the same periods. The second quarter 1996 return on average assets was 1.22% with a 11.42% return on average equity. Book value per share was $22.71 with a market price of $33.75 at June 30, 1996. 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 $24,827,000 through June 30, 1996 and $23,342,000 for the same period of 1995. Taxable-equivalent net interest income was $25,263,000 and $23,862,000 for the six months ended June 30, 1996 and 1995, respectively. Net interest income for the 1996 second quarter was $587,000 higher than in 1995, and $560,000 higher on a taxable-equivalent basis. Homeland has experienced growth in net interest income from a combination of earning assets growth and effective management of overall interest rate sensitivity and liquidity. NET INTEREST SPREAD AND MARGIN THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, (Taxable-equivalent basis) 1996 1995 1996 1995 - -------------------------------------------------------------------------------- Yield on earning assets 8.28% 8.36% 8.29% 8.31% Rate on interest bearing liabilities 4.40 4.62 4.42 4.56 - -------------------------------------------------------------------------------- NET INTEREST SPREAD 3.88 3.74 3.87 3.75 Noninterest bearing funds contribution .66 .62 .66 .61 - -------------------------------------------------------------------------------- NET INTEREST MARGIN 4.54% 4.36% 4.53% 4.36% ================================================================================ Net interest spread improved by 12 basis points for the first half of 1996, compared to the first half of 1995, while net interest margin improved by 17 basis points for the same period. The higher net interest margin resulted from the growth in loan volume over the past year, combined with a reduction in the cost of funds. Net interest spread and margin for the three-month periods ended June 30, 1996 and 1995 also showed improvements of 14 basis points and 18 basis points, respectively. NONINTEREST INCOME Noninterest income was up by $636,000 or 11.4% for the first six months of 1996 compared to the same period of 1995. As a percentage of average assets, year-to-date noninterest income increased to 1.03% in 1996 from .94% in 1995. Contributing to the 1996 earnings improvement were increases of 5.1% in trust services revenue, 19.3% in student loan servicing fees, and 15.5% in deposit account service charges. Data processing service revenue showed a slight decrease from the 1995 period. Total noninterest income for the second quarters of 1996 and 1995 was $3,154,000 and $2,948,000, respectively, a 7.0% increase. The largest share of the higher 1996 second quarter increase was from deposit account service charge increases. Other contributing factors were higher revenue levels generated from the servicing of student loans and real estate loans. NONINTEREST EXPENSES Homeland's noninterest expenses as a percentage of average assets was 2.99% compared to 3.09% for the six months ended June 30, 1996 and 1995, respectively. Total noninterest expenses declined by $312,000 for the first six months of 1996 compared to the equivalent period in 1995. Expenses associated with the 1995 corporate name change had boosted noninterest expenses for the first half of 1995 by approximately $460,000. Excluding those one-time costs, total noninterest expenses for the first half of 1996 compared to the same period of 1995 increased by less than 1%. Personnel costs, typically the largest component of noninterest expense, showed a $579,000 or 6.1% increase for the first six months of 1996 compared to the same period of 1995. The majority of the increase was due to higher health insurance premiums and other employee benefit costs. 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 $769,000 to Homeland's decline in noninterest expenses in the first half of 1996 compared to the 1995 first half. A common 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 was 54.32% for the 1996 first half, improved from 1995's efficiency ratio of 63.20% for the same period. Systems conversions, departmental consolidations, and centralization of banking functions is an ongoing process designed to improve operating efficiencies as well as customer services. CREDIT RISK MANAGEMENT NONPERFORMING ASSETS AND RESTRUCTURED LOANS JUNE 30, Dec. 31, June 30, (Dollars in thousands) 1996 1995 1995 - -------------------------------------------------------------------- Loans past due 90 days or more(1) $2,444 $2,766 $2,284 Nonaccrual loans 1,068 1,852 3,425 Foreclosed property 181 325 588 - -------------------------------------------------------------------- Total nonperforming assets $3,693 $4,943 $6,297 ==================================================================== Total nonperforming assets as a percentage of total loans and foreclosed property .42% .58% .75% ==================================================================== Restructured loans $286 $307 $346 ==================================================================== (1) Includes government sponsored student loans totaling $2.0 million at June 30, 1996, $2.2 million at December 31, 1995, and $1.7 million at June 30, 1995, for which there is minimal risk of loss. Homeland's nonperforming assets were reduced to the lowest level in the company's history, totaling .42% of total loans and foreclosed property at June 30, 1996. Total nonperforming assets were $3.7 million at June 30, 1996, compared to $6.3 million the prior year, representing a 41% improvement. 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 $8.9 million at June 30, 1996, representing 1.01% of total loans and 241% of nonperforming assets. The prior year allowance stood at 1.07% of total loans and 142% of nonperforming assets. Net loan charge offs totaled $661,000 during the first six months of 1996. This compares to $515,000 for the equivalent period of 1995. The provisions for loan losses were $971,000 and $383,000 respectively, for the first two quarters of 1996 and 1995. The higher provision in 1996 was necessitated by loan growth during the past twelve months. Net loan charge offs and loan loss provision for the 1996 second quarter were $741,000 and $561,000, respectively. CAPITAL RESOURCES CAPITAL RATIOS REGULATORY CAPITAL REQUIREMENTS ------------------------ JUNE 30, June 30, WELL MINIMUM 1996 1995 CAPITALIZED REQUIREMENT - ------------------------------------------------------------------------- Tier I risk-based capital 13.99% 12.96% 6.00% 4.00% Total risk-based capital 15.05 14.04 10.00 8.00 Leverage capital 9.37 8.60 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 $129.5 million at June 30, 1996, a 6.5% increase from June 30, 1995. Out of net income of $7.3 million during the first six months of 1996, Homeland retained $4.7 million after paying dividends to stockholders of $2.6 million. The net unrealized loss on securities available for sale, net of deferred income taxes, was $317,000 at June 30, 1996, compared to a $256,000 net unrealized loss at June 30, 1995. The stockholders' equity-to-asset ratio was 10.79% at June 30, 1996 compared to 9.92% the prior year. Homeland's book values per share were $22.71 and $21.19 at June 30, 1996 and 1995, respectively. The market trade price of Homeland's common stock was $33.75 per share at June 30, 1996. Homeland had no commitments for any significant capital expenditures at June 30, 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 $10.0 million of operating activities. Investing activities used $27.0 million and financing activities used $38.6 million during the first half of 1996. Total cash and cash equivalents were $64.3 million at June 30, 1996, compared to $58.9 million at June 30, 1995. 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 table following, on a static-gap basis, the cumulative ratio of interest sensitive assets to interest sensitive liabilities in a one-year time frame was 1.05, and as a percentage of total assets was 2.17%. 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 JUNE 30, 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 $ 12,700 $ --- $ --- $ 12,700 $ --- $ 12,700 Securities 30,692 11,623 45,722 88,037 113,324 201,361 Loans 234,857 50,457 199,653 484,967 399,390 884,357 - ---------------------------------------------------------------------------------------------------------- Total interest earning assets 278,249 62,080 245,375 585,704 512,714 1,098,418 - ---------------------------------------------------------------------------------------------------------- Sources of funds Interest bearing demand deposits(1) 19,595 --- --- 19,595 78,378 97,973 Money market deposits(1) 125,478 --- --- 125,478 43,069 168,547 Savings deposits(1) 13,127 --- --- 13,127 52,510 65,637 Time deposits 53,794 56,425 187,483 297,702 199,030 496,732 Federal funds purchased 44,575 --- --- 44,575 --- 44,575 Other short-term borrowings 19,000 --- --- 19,000 --- 19,000 Long-term borrowings 5 10 40,119 40,134 6,842 46,976 - --------------------------------------------------------------------------------------------------------- Total rate sensitive liabilities 275,574 56,435 227,602 559,611 379,829 939,440 Demand deposits, net of cash and due from banks --- --- --- --- 67,020 67,020 Other, net --- --- --- --- 91,958 91,958 - --------------------------------------------------------------------------------------------------------- Total sources of funds 275,574 56,435 227,602 559,611 538,807 1,098,418 - --------------------------------------------------------------------------------------------------------- Interest sensitivity gap $ 2,675 $ 5,645 $ 17,773 $ 26,093 $ (26,093) $ --- ========================================================================================================= Cumulative gap $ 2,675 $ 8,320 $ 26,093 $ 26,093 Cumulative gap as a percentage of total assets .22% .69% 2.17% 2.17% Cumulative ratio of interest sensitive assets to interest sensitive liabilities 1.01 1.03 1.05 1.05 ===================================================================================================== <FN> <F1>(1) 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. ======= --------------------------------------------------- Not applicable. 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 June 30, 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 August 2, 1996 /s/ Erl A. Schmiesing -------------------- ---------------------------------------------- Erl A. Schmiesing, Chairman, President & CEO (Principal Executive Officer) Date August 2, 1996 /s/ Robert S. Kahler -------------------- ------------------------------------------------- Robert S. Kahler, Executive Vice President & 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 - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------