FORM 10-Q - QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(As last amended in Rel. No. 34-26589, eff. 4/12/93.)
UNITED STATES
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, 2000
Commission file number: 0-12668
Hills Bancorporation
Incorporated in Iowa I.R.S. Employer Identification
------------------------------
No. 42-1208067
131 MAIN STREET, HILLS, IOWA
Telephone number: (319) 679-2291
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] 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 At April 30, 2000
- -------------------------- ------------------
Common Stock, no par value 1,495,941
HILLS BANCORPORATION
Index to Form 10-Q
Part I
FINANCIAL INFORMATION
Page
Number
Item 1. Financial Statements
Consolidated balance sheets, March 31, 2000 (unaudited)
and December 31, 1999
Consolidated statements of income, (unaudited) for three
months ended March 31, 2000 and 1999
Consolidated statements of comprehensive income, (unaudited)
for three months ended March 31, 2000 and 1999.
Consolidated statements of stockholders' equity, (unaudited)
for three months ended March 31, 2000 and 1999
Consolidated statements of cash flows (unaudited) for three
months ended March 31, 2000 and 1999
Notes to consolidated financial statements
Item 2. Management's discussion and analysis of financial condition
and results of operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The information appearing on page 11 of item 2 under the
heading "Market Risk Management" is incorporated herein
by reference.
Part II
OTHER INFORMATION
Item 1. Legal proceedings
Item 2. Changes in securities and use of proceeds
Item 3. Defaults upon senior securities
Item 4. Submission of matters to vote of security holders
Item 5. Other information
Item 6. Exhibits and reports on Form 8-K
COMPUTATION OF EARNINGS PER SHARE
SIGNATURES
HILLS BANCORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands, except per share data)
March 31, December 31,
2000 1999*
------------------------
(Unaudited)
ASSETS
Cash and due from banks .................................. $ 19,692 $ 21,765
Investment securities:
Available for sale (amortized cost
March 31, 2000 $134,431;
December 31, 1999 $133,516) ......................... 132,509 131,961
Held to maturity (fair value
March 31, 2000 $17,855;
December 31, 1999 $18,362) .......................... 17,882 18,307
Stock of Federal Home Loan Bank ....................... 7,789 5,930
Federal funds sold ....................................... 15,210 206
Loans, net ............................................... 579,754 565,381
Property and equipment, net .............................. 12,828 11,646
Accrued interest receivable .............................. 6,528 6,376
Deferred income taxes, net ............................... 3,927 3,954
Other assets ............................................. 7,243 8,440
----------------------
$ 803,362 $ 773,966
======================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Noninterest-bearing deposits ............................. $ 68,949 $ 66,794
Interest-bearing deposits ................................ 512,108 495,292
----------------------
Total deposits ........................................ $ 581,057 $ 562,086
Federal funds purchased and securities
sold under agreements to repurchase ................... 11,769 26,714
Federal Home Loan Bank notes ............................. 133,700 108,700
Accrued interest payable ................................. 2,009 2,040
Other liabilities ........................................ 3,806 3,209
----------------------
$ 732,341 $ 702,749
----------------------
REDEEMABLE COMMON STOCK HELD BY
EMPLOYEE STOCK OWNERSHIP PLAN
(ESOP) ................................................ $ 11,109 $ 10,953
----------------------
STOCKHOLDERS' EQUITY
Capital stock, common, no par value;
authorized 10,000,000 shares;
issued March 31, 2000 - 1,495,941 shares;
December 31, 1999 - 1,495,941 shares .................. $ 10,214 $ 10,214
Retained earnings ........................................ 62,019 61,984
Accumulated other comprehensive income,
unrealized gains (losses) on investment securities, net (1,212) (981)
----------------------
$ 71,021 $ 71,217
Less, maximum cash obligation related to
ESOP shares ........................................... 11,109 10,953
----------------------
$ 59,912 $ 60,264
----------------------
$ 803,362 $ 773,966
======================
<FN>
* Derived from audited financial statements.
</FN>
See Notes to Financial Statements.
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended March 31, 2000 and 1999
(In Thousands, Except Per Share Data)
2000 1999
---------------------
Interest Income:
Interest and fees on loans ...................... $11,638 $ 9,663
Interest on investment securities:
Taxable ....................................... 1,833 1,751
Non-taxable ................................... 416 379
Interest on federal funds sold .................. 172 261
---------------------
Total interest income ........................... $14,059 $12,054
---------------------
Interest Expense:
Interest on deposits ............................ $ 5,406 $ 5,090
Interest on securities sold under agreements
to repurchase ................................. 133 101
Interest on FHLB borrowings ..................... 1,953 1,077
---------------------
Total interest expense .......................... $ 7,492 $ 6,268
---------------------
Net interest income ............................. $ 6,567 $ 5,786
Provision for loan losses .......................... 273 204
---------------------
Net interest income after provision
for loan losses ............................... $ 6,294 $ 5,582
---------------------
Other income:
Loan origination fees ........................... $ 47 $ 199
Trust fees ...................................... 589 526
Deposit account charges and fees ................ 569 452
Other fees and charges .......................... 584 478
---------------------
$ 1,789 $ 1,655
---------------------
Other expenses:
Salaries and employee benefits .................. $ 2,660 $ 2,342
Occupancy ....................................... 340 293
Furniture and equipment ......................... 486 451
Office supplies and postage ..................... 241 266
Other operating ................................. 1,168 895
---------------------
$ 4,895 $ 4,247
---------------------
Income before income taxes ...................... $ 3,188 $ 2,990
Federal and state income taxes ..................... 984 911
---------------------
Net income ...................................... $ 2,204 $ 2,079
=====================
Earning per common share:
Basic ......................................... $ 1.47 $ 1.41
Diluted ....................................... 1.46 1.39
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended March 31, 2000 and 1999
(In Thousands)
Three Months Ended
--------------------
2000 1999
--------------------
Net Income ........................................... $ 2,204 $ 2,079
Other comprehensive income:
Unrealized gains (losses) on debt securities ...... (367) (855)
Income tax effect of unrealized gains (losses) .... 136 315
------- -------
Comprehensive Income ................................. $ 1,973 $ 1,539
======= =======
See Notes to Financial Statements
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Three Months Ended March 31, 2000 and 1999
(In Thousands, Except Per Share Data)
Less
Maximum
Accumulated Cash
Other Obligation
Capital Retained Comprehensive To ESOP
Stock Earnings Income Shares Total
----------------------------------------------------
Balance, January 1, 2000 ....... $10,214 $61,984 $ (981) $(10,953) $60,264
Net income ..................... - - 2,204 - - - - 2,204
Change related to ESOP shares .. - - - - - - (156) (156)
Cash dividends ($1.45 per share) - - (2,169) - - - - (2,169)
Other comprehensive income ..... - - - - (231) - - (231)
----------------------------------------------------
Balance, March 31, 2000 ........ $10,214 $62,019 $(1,212) $(11,109) $59,912
====================================================
Less
Maximum
Accumulated Cash
Other Obligation
Capital Retained Comprehensive To ESOP
Stock Earnings Income Shares Total
------------------------------------------------------
Balance, January 1, 1999 ............... $9,140 $55,428 $1,185 $(9,301) $ 56,452
Net income ............................. - - 2,079 - - - - 2,079
Change related to ESOP shares .......... - - - - - - (326) (326)
Cash dividends ($1.30 per share) ....... - - (1,911) - - - - (1,911)
Other comprehensive income ............. - - - - (540) - - (540)
Issuance of 1,026 shares of common stock 26 - - - - - - 26
-----------------------------------------------------
Balance, March 31, 1999 ................ $9,166 $55,596 $ 645 $(9,627) $55,780
=====================================================
See Notes to Financial Statements.
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2000 and 1999
(In Thousands)
2000 1999
--------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ..................................................................... $ 2,204 $ 2,079
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation ............................................................... 340 357
Provision for loan losses .................................................. 273 204
Deferred income taxes ...................................................... 163 (74)
(Increase) decrease in accrued interest receivable ......................... (152) (17)
Amortization of bond discount .............................................. 21 115
(Increase) decrease in other assets ........................................ 1,111 (35)
Amortization of intangibles ................................................ 86 86
Increase in accrued interest and other liabilities ......................... 566 1,461
--------------------
Net cash provided by operating activities .................................. $ 4,612 $ 4,176
--------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investment securities:
Available for sale ......................................................... $ 6,746 $ 8,005
Held to maturity ........................................................... 399 495
Purchase of investment securities, available for sale .......................... (9,515) (14,598)
Federal funds sold, net ........................................................ (15,004) 24,075
Loans made to customers, net of collections .................................... (14,646) (20,599)
Purchases of property and equipment ............................................ (1,522) (740)
--------------------
Net cash (used in) investing activities .................................... $(33,542) $ (3,362)
--------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits .................................................. $ 18,971 $ 2,085
Net increase in fed funds purchased and
securities sold under agreements to repurchase .......................... (14,945) (1,482)
Borrowings from FHLB ....................................................... 40,000 - -
Payments on FHLB notes ..................................................... (15,000) - -
Stock options exercised .................................................... - - 26
Dividends paid ............................................................. (2,169) (1,911)
--------------------
Net cash provided by financing activities ............................... $ 26,857 $ (1,282)
--------------------
(Decrease) in cash and due from banks ................................... $ (2,073) $ (468)
CASH AND DUE FROM BANKS
Beginning .................................................................. 21,765 16,427
--------------------
Ending ..................................................................... $ 19,692 $ 15,959
====================
SUPPLEMENTAL DISCLOSURES
Cash payments for:
Interest paid to depositors and others .................................. $ 5,437 $ 5,153
Interest paid on other obligations ...................................... 2,086 1,178
Income taxes ............................................................ 286 129
Non-cash financing transaction,
increase in maximum cash obligation related
to ESOP shares ......................................................... 156 326
See Notes to Financial Statements.
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1. Interim Financial Statements
Interim consolidated financial statements have not been examined by independent
public accountants, but include all adjustments (consisting only of normal
recurring accruals) which, in the opinion of management, are necessary for a
fair presentation of the results for these periods. The results of operation for
the interim periods are not necessarily indicative of the results for a full
year.
In reviewing these financial statements, reference should be made to the Notes
to Financial Statements contained in the Financial Statements for the year ended
December 31, 1999.
There were no changes in accounting policies which had a significant effect on
the interim consolidated financial statements for the periods presented.
For purposes of reporting cash flows, cash and due from banks includes cash on
hand and amounts due from banks (including cash items in process of clearing).
Cash flows from demand deposits, NOW accounts, savings accounts, and federal
funds purchased and sold are reported net since their original maturities are
less than three months. Cash flows from loans and time deposits are presented as
net increases or decreases.
Note 2. Loans
The following tables set forth the composition of loans and the allowance for
loan losses:
(In thousands)
March 31
---------------------------
2000 1999
---------------------------
Agricultural ............................... $ 27,876 $ 32,847
Commercial and financial ................... 38,872 41,407
Real estate, construction .................. 35,456 34,419
Real estate, mortgage ...................... 456,388 351,739
Loans to individuals ....................... 30,961 29,940
---------------------------
$ 589,553 $ 490,352
Less allowance for loan losses ............. (9,799) (9,046)
---------------------------
$ 579,754 $ 481,306
===========================
Transactions in the allowance for loan losses are as follows:
(In thousands)
Three Months
Ended March 31
------------------------
2000 1999
------------------------
Balance, beginning ........................... $ 9,750 $ 8,856
Provision charged to expense .............. 273 204
Net charge-offs ........................... (224) (14)
------- -------
Balance, ending .............................. $ 9,799 $ 9,046
======= =======
The following summarizes the Company's nonaccrual, past due, restructured and
impaired loans:
(In thousands)
March 31
---------------
2000 1999
---------------
Nonaccrual .................................... $ - - $ - -
Accruing loans, past due 90 days or more ...... 2,103 975
Restructured loan ............................. - - - -
Impaired loans ................................ 8,367 9,085
Note 3. Earnings Per Share
Basic net income per share amounts are computed by dividing net income by the
weighted average number of common shares outstanding during the period. Diluted
earnings per share are computed by dividing net income by the weighted average
number of common shares outstanding during the period plus the number of
potential dilutive common shares attributable to the Company's stock option
plan.
PART I, ITEM 2.
HILLS BANCORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Information
Forward looking information relating to the financial results or strategies of
the Company may be made in the Management's Discussion and Analysis. The
following paragraphs identify forward looking statements and the risks that need
to be considered when reading those statements.
Forward looking statements include such words as believe, expect, anticipate,
target, goal, objective and other words with similar meaning. The Company is
under no obligation to update such statements.
The risks involved in the operations and strategies of the Company include
competition from other financial institutions, changes in interest rates,
changes in economic or market conditions and changes in regulatory factors.
These risks, which are not all inclusive, cannot be estimated.
Recent Activities
The first quarter of 2000 saw the opening of our Cedar Rapids office in
February, representing the tenth location for which our customers can conduct
their banking business. This downtown Cedar Rapids office also represents a new
market area for Hills Bancorporation. At the end of this quarter consolidated
total assets exceeded $803 million which resulted from continued growth in all
offices. In March 2000 the Company started construction of a new operations
center in Hills which will house employees from our Coralville operations center
and provide expansion of Trust operations and other retail departments.
Completion is expected in February 2001 and total construction expenditures are
expected to total approximately $3,100,000.
Financial Position
Total assets of Hills Bancorporation are $803.4 million at March 31, 2000 and
that is an increase of $111.9 million from March 31, 1999. This increase in
assets includes an increase in net loans of $98.4 million or 20.45% and is
reflected in net loans outstanding of $579.8 million at March 31, 2000. The
majority of the loans were real estate loans secured by mortgages. Over $56
million of the net loan increase was in 1-4 family real estate loans. The
increase in loans resulted from a strong local economy and an improved
competitive position relative to one of the banks in the Iowa City market, and
was achieved despite a trend of higher interest rates. The asset increases were
funded primarily by a $47.5 million increase in deposits and securities sold
under agreements to repurchase and Federal Home Loan Bank notes borrowings which
increased by a net of $58.0 million. Due to the continued loan demand and
challenges for funding sources asset-liability management continues to be very
important. The asset-liability management encompasses both the management of
interest rate sensitivity and the maintenance of adequate liquidity. 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 management involves planning to meet anticipated funding
needs. Management monitors the rate sensitivity and liquidity positions on an
on-going basis and, when necessary, appropriate action is taken to minimize any
adverse effects of rapid interest rate movements or any unexpected liquidity
concerns.
In January 2000, Hills Bancorporation paid a dividend of $1.45 per share, an
11.5% increase from the $1.30 paid in January 1999. The total dividend of
$2,169,000 is deducted from stockholders' equity and is reflected in the
resulting stockholders' equity as of March 31, 2000 of $59,912,000.
Stockholders' equity at March 31, 2000 and December 31, 1999 reflects an
adjustment for unrealized gain (losses) on debt securities, net of income taxes.
The total stockholders' equity of Hills Bancorporation as of March 31, 2000
before the reduction for the ESOP shares, as a percent of total assets is 8.84%.
Under risk-based capital rules, total capital is 14.41% of risk adjusted assets,
compared to the current 8% requirement.
Results of Operations
Net income was $2,204,000 and $2,079,000 for the three months ending March 31,
2000 and 1999, respectively. This is an increase of $125,000 or 6.01%. The
increase is due to a $781,000 increase in net interest income and an increase in
other income of $134,000. The increase in net interest income is due primarily
to average earning assets for the first quarter of 2000 being approximately
$99.1 million higher than the balances in 1999 for the three months ended March
31, 1999. Also in the first quarter Hills Bancorporation increased its
borrowings from the Federal Home Loan Bank by a net $25 million from December
31, 1999 in anticipation of higher interest rates and loan funding requirements
during the second and third quarter of this year. Due to higher secondary market
interest rates, loan origination fees were down for the quarter by $152,000 to
$47,000. Trust fees and deposit account charges increased over the quarter from
one year ago to $180,000 or 18.4% due primarily to volume increases in accounts
under management and number of deposit accounts, respectively.
Other expenses increased by $648,000 in the first quarter of 2000 compared to
the prior year. $318,000 of this was in the area of salaries and employee
benefits which was the result of new staff added and salary adjustments in the
first quarter of 2000 compared to the same quarter in 1999. In addition
occupancy expenses increased in the first quarter of 2000 due to the opening of
the new branch in Cedar Rapids.
Earnings per share, both basic and diluted, increased for the quarter ended
March 31, 2000 compared to 1999. Basic and diluted earnings per share were $1.47
and $1.46 for the quarter ended March 31, 2000 compared to $1.41 and $1.39 for
the quarter ended March 31, 1999
Market Risk Management
Market risk is the risk of earnings volatility that results from adverse changes
in interest rates and market prices. The Company's market risk is comprised
primarily of interest rate risk arising from its core banking activities of
lending and deposit taking. Interest rate risk is the risk that changes in
market interest rates may adversely affect the Company's net interest income.
Management continually develops and applies strategies to mitigate this risk.
Management does not believe that the Company's primary market risk exposures and
how those exposures have been managed to-date in 2000 changed significantly when
compared to 1999.
Asset/Liability Management
The Company has a fully integrated asset/liability management system to assist
in managing the balance sheet. The process, which is used to project the results
of alternative investment decisions, includes the development of simulations
that reflect the effects of various interest rate scenarios on net interest
income. Management analyzes the simulations to manage interest rate risk, the
net interest margin and levels of net interest income.
The goal is to structure the balance sheet so that net interest margin
fluctuates in a narrow range during periods of changing interest rates. The
Company currently believes that net interest income would fall by less than 4
percent if interest rates increased or decreased by 300 basis points over a
one-year time horizon. This is within the Company's policy limits.
To improve net interest income and lessen interest rate risk, management
continues its strategy of de-emphasizing fixed-rate portfolio residential real
estate loans with long repricing periods. The Company continues to focus on
reducing interest rate risk by emphasizing growth in variable-rate consumer and
commercial loans. Other actions include the use of fixed-rate Federal Home Loan
Bank (FHLB) advances as alternatives to certificates of deposit, active
management of the available for sale investment securities portfolio to provide
for cash flows that will facilitate interest rate risk management.
The highly competitive banking environment in Iowa also greatly impacts the
Company's net interest margin. The effect of competition on net interest income
is difficult to predict.
HILLS BANCORPORATION
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no material pending legal proceedings.
Item 2. Changes in Securities
There were no changes in securities.
Item 3. Defaults upon Senior Securities
Hills Bancorporation has no senior securities.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
quarter ended March 31, 2000.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit
See exhibit II - Statement Re Computation of Earnings Per
Common Share
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter
ended March 31, 2000.
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 and thereunto duly authorized.
HILLS BANCORPORATION
(Registrant)
May 15, 2000 /s/ Dwight O. Seegmiller
- --------------------------- -------------------------------
Date Dwight O. Seegmiller, President
(Duly authorized officer of
the registrant)
/s/ James G. Pratt
-------------------------------
James G. Pratt, Treasurer
(Principal Financial Officer)