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 June 30, 1996
Commission file number: 0-12668
Hills Bancorporation
Incorporated in Iowa I.R.S. Employer Identification
------------------------------
No. 42-1208067
131 MAIN STREET, HILLS, IOWA 52235
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 July 31, 1996
- -------------------------- ------------------
Common Stock, no par value 1,463,604
HILLS BANCORPORATION
Index to Form 10-Q
Part I
FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated balance sheets, June 30, 1996 (unaudited)
and December 31, 1995
Consolidated statements of income, (unaudited) for three and
six months ended June 30, 1996 and 1995
Consolidated statement of stockholders' equity, (unaudited)
Consolidated statements of cash flows (unaudited) for three and
six months ended June 30, 1996 and 1995
Notes to consolidated financial statements
Item 2. Management's discussion and analysis of financial condition
and results of operations
Part II
OTHER INFORMATION
Item 1. Legal proceedings
Item 2. Changes in securities
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)
June 30, December 31,
1996 1995*
--------- ------------
Unaudited
ASSETS
Cash and due from banks ............................... $ 10,269 $ 11,883
Investment securities:
Available for sale (amortized cost
June 30, 1996 $105,705;
December 31, 1995 $99,621) ...................... 104,884 100,093
Held to maturity (fair value
June 30, 1996 $20,980;
December 31, 1995 $21,754) ...................... 21,036 21,443
Federal funds sold .................................... 9,962 16,080
Loans, net ............................................ 327,681 318,546
Property and equipment, net ........................... 6,945 6,996
Accrued interest receivable ........................... 4,468 4,446
Deferred income taxes, net ............................ 1,951 1,474
Other assets .......................................... 3,683 3,646
--------- ---------
$ 490,879 $ 484,607
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Noninterest-bearing deposits .......................... $ 40,228 $ 42,927
Interest-bearing deposits ............................. 362,330 349,330
--------- ---------
Total deposits .................................... $ 402,558 $ 392,257
Federal funds purchased and securities
sold under agreements to repurchase ............... 5,066 10,019
Federal Home Loan Bank notes .......................... 30,727 30,727
Accrued interest payable .............................. 1,826 1,885
Other liabilities ..................................... 1,380 1,171
--------- ---------
$ 441,557 $ 436,059
--------- ---------
REDEEMABLE COMMON STOCK HELD BY
EMPLOYEE STOCK OWNERSHIP PLAN
(ESOP) ............................................ $ 5,802 $ 5,271
--------- ---------
STOCKHOLDERS' EQUITY
Capital stock, common, no par value;
authorized 1996 10,000,000 shares; 1995
2,000,000 shares; issued 1996 1,463,604
shares; 1995 487,773 shares ....................... $ 8,925 $ 8,925
Retained earnings ..................................... 40,915 39,325
Unrealized gains (losses) on debt securities, net ..... (518) 298
--------- ---------
$ 49,322 $ 48,548
Less maximum cash obligation related to ESOP shares ... 5,802 5,271
--------- ---------
$ 43,520 $ 43,277
--------- ---------
$ 490,879 $ 484,607
========= =========
* Derived from audited financial statements.
See Notes to Financial Statements.
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
Three and Six Months Ended June 30, 1996 and 1995
(In Thousands, Except Per Share Data)
Three Months Ended Six Months Ended
June 30 June 30
--------------------- ------------------------
1996 1995 1996 1995
------- --------- ---------- ----------
Interest Income:
Interest and fees on loans ............................... $ 7,123 $ 6,848 $ 14,122 $ 13,259
Interest on investment securities
Taxable ................................................ 1,478 1,210 2,896 2,404
Non-taxable ............................................ 269 260 546 521
Other interest income .................................... 133 63 301 103
------- --------- ---------- ----------
Total interest income .................................... $ 9,003 $ 8,381 $ 17,865 $ 16,287
------- --------- ---------- ----------
Interest Expense:
Interest on deposits ..................................... $ 4,253 $ 4,061 $ 8,496 $ 7,730
Interest on securities sold under
agreements to repurchase ............................... 67 76 167 168
Interest on FHLB borrowings .............................. 488 468 977 834
------- --------- ---------- ----------
Total interest expense ................................. $ 4,808 $ 4,605 $ 9,640 $ 8,732
------- --------- ---------- ----------
Net interest income .................................... $ 4,195 $ 3,776 $ 8,225 $ 7,555
Provision for loan losses .................................... 180 180 360 360
------- --------- ---------- ----------
Net interest income after
provision for loan losses ............................ $ 4,015 $ 3,596 $ 7,865 $ 7,195
------- --------- ---------- ----------
Other Income:
Real estate origination fees ............................. $ 94 $ 57 $ 205 $ 76
Trust fees ............................................... 223 177 408 328
Deposit account charges and fees ......................... 397 410 772 783
Other fees and charges ................................... 246 224 527 474
-------- --------- ---------- ----------
$ 960 $ 868 $ 1,912 $ 1,661
-------- --------- ---------- ----------
Other Expenses:
Salaries and employee benefits ........................... $ 1,513 $ 1,369 $ 3,063 $ 2,709
Occupancy expenses ....................................... 207 186 419 376
Furniture and equipment .................................. 254 271 520 524
F.D.I.C. insurance ....................................... 0 203 1 412
Office supplies and postage .............................. 186 167 362 344
Other operating .......................................... 619 655 1,221 1,196
-------- --------- ---------- ----------
$ 2,779 $ 2,851 $ 5,586 $ 5,561
-------- --------- ---------- ----------
Income before income taxes ............................. $ 2,196 $ 1,613 $ 4,191 $ 3,295
Federal and state income taxes ............................... 641 447 1,210 912
-------- --------- ---------- ----------
Net Income ............................................. $ 1,555 $ 1,166 $ 2,981 $ 2,383
======== ========= ========== ==========
Per common share:
Net income .............................................. $ 1.05 $ .79 $ 2.02 $ 1.62
Dividend, January ................... 0 0 .95 .87
Weighted average
of common outstanding
stock .............................. 1,474,643 1,472,397 1,476,216 1,472,397
See Notes to Financial Statements
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Six Months Ended June 30, 1996 and 1995
(In Thousands)
Capital Retained Unrealized ESOP
Total Stock Earnings Losses Obligations
------- ------- -------- ---------- -----------
Balance, January 1, 1996 ................... $43,277 $ 8,925 $39,325 $ 298 $(5,271)
Net income ................................. 2,981 0 2,981 0 0
Change related to ESOP shares .............. (531) 0 0 0 (531)
Cash dividends ($.95 per share) ............ (1,391) 0 (1,391) 0 0
Unrealized gains (losses) on debt
securities, net .......................... (816) 0 0 (816) 0
------- ------- ------- ------- -------
Balance, June 30, 1996 ..................... $43,520 $ 8,925 $40,915 $ (518) $(5,802)
======= ======= ======= ======= =======
Balance, January 1, 1995 ................... $36,447 $ 8,915 $35,336 $(2,594) $(5,210)
Net income ................................. 2,383 0 2,383 0 0
Change related to ESOP shares .............. (116) 0 0 0 (116)
Cash dividends ($.87 per share) ............ (1,268) 0 (1,268) 0 0
Unrealized gains (losses) on
debt securities, net ..................... 2,309 0 0 2,309 0
------- ------- ------- ------- -------
Balance, June 30, 1995 ..................... $39,755 $ 8,915 $36,451 $ (285) $(5,326)
======= ======= ======= ======= =======
See Notes to Financial Statements.
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 1996 and 1995
(In Thousands)
1996 1995
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ..................................................................... $ 2,981 $ 2,383
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation ............................................................... 412 405
Provision for loan losses .................................................. 360 360
(Increase) decrease in accrued interest receivable ......................... (22) (377)
Amortization of bond discount .............................................. 266 257
(Increase) in other assets ................................................. (37) (94)
Increase in accrued interest and other liabilities ......................... 150 351
-------- --------
Net cash provided by operating activities .................................. $ 4,110 $ 3,285
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investment securities:
Available for sale ......................................................... $ 6,000 $ 8,000
Held to maturity ........................................................... 2,852 2,127
Purchase of investment securities
Available for sale ......................................................... (12,321) (9,319)
Held to maturity ........................................................... (2,474) (1,481)
Federal funds sold, net ........................................................ 6,118 1,875
Loans made to customers, net of collections .................................... (9,495) (15,527)
Purchases of property and equipment ............................................ (361) (618)
-------- --------
Net cash (used in) investing activities .................................... $ (9,681) $(14,943)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits ........................................ $ 10,301 $ (3,806)
Net increase (decrease) in securities sold
under agreements to repurchase .......................................... (4,953) 1,776
Borrowings from FHLB ....................................................... 0 15,000
Dividends paid ............................................................. (1,391) (1,268)
-------- --------
Net cash provided by financing activities ............................... $ 3,957 $ 11,702
-------- --------
Increase (decrease) in cash and due from banks .......................... $ (1,614) $ 44
CASH AND DUE FROM BANKS
Beginning .................................................................. $ 11,883 10,805
-------- --------
Ending ..................................................................... $ 10,269 $ 10,849
======== ========
SUPPLEMENTAL DISCLOSURES Cash payments for:
Interest paid to depositors and others .................................. $ 8,555 $ 7,596
Interest paid on other obligations ...................................... 1,144 1,002
Non-cash financing transactions:
Increase in maximum cash obligation related
to ESOP shares ......................................................... 531 116
Net unrealized gains (losses) on debt securities ........................ (816) 2,309
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.
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)
June 30
-------------------------
1996 1995
-------- --------
Agricultural ......................... $ 18,983 $ 18,016
Commercial and financial ............. 26,501 27,776
Real estate, construction ............ 8,707 9,068
Real estate, mortgage ................ 248,745 236,349
Loans to individuals ................. 31,641 30,924
-------- --------
$334,577 $322,133
Less allowance for loan losses ....... 6,896 6,529
-------- --------
$327,681 $315,604
======== ========
Transactions in the allowance for loan losses are as follows:
(In thousands)
Six months
ended June 30
------------------
1996 1995
------ ------
Balance, beginning .......................... $6,740 $6,210
Provision charged to expense............... 360 360
Net charge-offs ........................... (204) (41)
Balance, ending ............................. $6,896 $6,529
====== ======
The following summarizes the Company's nonaccrual, past due,
restructured and impaired loans:
(In thousands)
June 30
-------------------
1996 1995
------ ------
Nonaccrual ...................................... $ 339 $ 205
Accruing loans, past due 90 days or more ........ 777 1,062
Restructured loan ............................... 0 0
Impaired loans .................................. 5,820 *
* Not determined prior to adoption of FASB Statement No. 114.
PART I, ITEM 2.
HILLS BANCORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE FINANCIAL CONDITION AND RESULTS OF OPERATION
The consolidated balance sheet of Hills Bancorporation as of June 30, 1996
reflects total assets of $490.9 million which is an increase of $6.3 million
from December 31, 1995. Net loans are $327.7 million which represents an
increase of $9.1 million from December 31, 1995. Compared to one year ago, total
assets have increased from $461.7 million to $490.9 million for an increase of
$29.2 million. Also since June 1995, net loans increased $11.7 million to $327.7
million as of June 30, 1996. These loan increases were primarily single family
residential loans in the Iowa City and Coralville area. Investment securities
total $125.9 million as of June 30, 1996, an increase of $4.4 million from
December 31, 1995 and a $11.8 million increase in investment securities since
June 30, 1995. Federal funds sold decreased during the first half of 1996 by
$6.1 million and have increased from June 30, 1995 to June 30, 1996 by $4.3
million. Interest rates on investment securities increased during the six months
ended June 30, 1996 resulting in a net change in unrealized losses on investment
securities of $1,293,000. This had the effect of decreasing stockholders' equity
by $816,000 at June 30, 1996. Comparing this component of equity between June
30, 1995 to June 30, 1996 a decrease of $233,000 was shown.
Deposits (when federal funds purchased and securities sold under agreements to
repurchase are included) as of June 30, 1996 totaled $407.6 million, an increase
of $5.3 million in six months. June 30, 1996 deposits, including repos, have
grown $29.8 million since June 30, 1995. Borrowings from the FHLB have decreased
from $35,758,000 to $30,727,000 during the last twelve months with no increase
in borrowings occurring in the first half of 1996.
Significant changes in the balance sheet are subject to asset-liability
management, which 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 1996, Hills Bancorporation paid a dividend of $.95 per share, a 9.20%
increase from the $.87 paid in January 1995. Stockholders' equity at June 30,
1996 and December 31, 1995 reflects an adjustment for unrealized gains (losses)
on debt securities, net of income taxes.
The total stockholders' equity as of June 30, 1996 (before the reduction for the
ESOP shares) as a percent of total assets was 10.05%. Under risk-based capital
rules, total capital is 14.34% of risk-adjusted assets, compared to the current
8% requirement.
The consolidated net income for the six months ended June 30, 1996 was
$2,981,000 compared to $2,383,000 for the same period ended June 30, 1995. This
is an increase of $598,000 representing an earnings per share for the six months
of $2.02 compared to $1.62 for the same six months in 1995. Net interest income
for 1996 is up by $908,000 over 1995 and is primarily the result of earning
assets being $33.7 million higher in 1996 compared to 1995. The provisions for
loan losses are the same for both periods presented and is reflective of
management's assessment of the loan portfolio. Net income for the three months
ended June 30, 1996 and 1995 was $1,555,000 and $1,166,000; respectively. This
represents an increase in earnings per common share of $.26 from $.79 per share
to $1.05 per share. The primary factors for the increases are an increase of net
interest income (due to a higher volume of earning assets) and F.D.I.C.
insurance savings of $203,000.
Other income of the bank was $1,912,000 compared to $1,661,000 for the six
months ended June 30, 1996 and 1995, respectively. Loan origination fees
amounted to $205,000 for the six month period ended June 30, 1996 compared to
only $76,000 in 1995. Trust fees were $408,000 and $328,000 for the six months
ended June 30, 1996 and 1995, respectively and represents primarily an increase
in accounts under management.
Other expenses have increased from $5,561,000 for the six months ended June 30,
1995 to $5,586,000 for the period ended June 30, 1996. Of this net increase of
$25,000, salaries and employee benefits accounted for a $354,000 increase. This
is a combination of salary increases and the number of full-time equivalent
employees increasing from June 30, 1995 to June 30, 1996 by eight employees. For
the six months ended June 30, 1996 compared to the same period in 1995, the
major increase in net income is accounted for by a reduction of F.D.I.C.
insurance premiums from $412,000 in 1995 to $1,000 in 1996. Occupancy, furniture
and equipment, office supplies and the other operating expenses totaled
$2,522,000 for the six months ending June 30, 1996 compared to $2,440,000 for
the same period in 1995. Federal and state income taxes for 1996 are more than
in 1995, primarily the result of increased income before taxes.
The Bank's principal sources of funds continues to be prepayment of loan
principal and current amortized loan payments. In addition, funds are provided
from current operations. All of the funds are used to fulfill loan commitments,
make short-term investments, and fund any deposit withdrawals needed.
In February 1996, the Company announced the stock purchase of a Lisbon, Iowa
bank holding company and the purchase of certain assets and assumption of
deposits of the Kalona, Iowa branch office of Boatmen's Bank of Iowa, Inc. It is
expected that both banks will be owned by the Company and operated as separately
chartered banks. Both acquisitions were subject to various regulatory approvals,
including a separate state bank charter for the Kalona Bank. The acquisition of
the Lisbon holding company was completed on July 12, 1996 and the total assets
of its bank were $17.3 million.
The Kalona branch office at Boatmen's Bank has deposits of about $22 million. It
is expected that the Kalona acquisition will be completed in the third quarter
of 1996.
The acquisitions of the two banks is expected to require an investment of
approximately $6,000,000. The funds for the acquisitions are expected to be
provided from federal funds sold and the maturities of investment securities.
Other than these acquisitions, the Company has no material commitments or plans
which will materially affect its liquidity or capital resources. The acquisition
of property and equipment may be in cash purchases, or they may be financed if
favorable terms are available.
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
At the Annual Meeting held on April 15, 1996, the security holders
approved the following:
(a) To adopt a proposed amendment to the Restated Articles of
Incorporation increasing the authorized capital stock of the
Company from 2,000,000 to 10,000,000 shares of common stock
without par value. This enabled the Company to effect a 3-for-1
stock split on April 17, 1996.
(b) Elected William H. Olin, DDS; Theodore H. Pacha; Ann Marie
Rhodes; and Ronald E. Stutsman to three-year terms to the Board
of Directors expiring at the 1999 Annual Meeting.
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 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 and thereunto duly authorized.
HILLS BANCORPORATION
(Registrant)
August 13, 1996 /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)