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 September 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
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 October 31, 1996
- -------------------------- -------------------
Common Stock, no par value 1,463,604
HILLS BANCORPORATION
Index to Form 10-Q
Part I
FINANCIAL INFORMATION
Page
Number
Item 1. Financial Statements
Consolidated balance sheets, September 30, 1996 (unaudited)
and December 31, 1995
Consolidated statements of income, (unaudited) for three and
nine months ended September 30, 1996 and 1995
Consolidated statement of stockholders' equity, (unaudited)
for three and nine months ended September 30, 1996 and 1995
Consolidated statements of cash flows (unaudited) for three and
nine months ended September 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)
September 30,
1996 December 31,
Unaudited 1995*
------------- ------------
ASSETS
Cash and due from banks ............................... $ 12,968 $ 11,883
Investment securities:
Available for sale (amortized cost
September 30, 1996 $111,358;
December 31, 1995 $99,621) ...................... 111,853 100,093
Held to maturity (fair value
September 30, 1996 $21,985;
December 31, 1995 $21,754) ...................... 21,914 21,443
Federal funds sold .................................... 3,762 16,080
Loans, net ............................................ 360,928 318,546
Property and equipment, net ........................... 8,472 6,996
Accrued interest receivable ........................... 5,211 4,446
Deferred income taxes, net ............................ 1,843 1,474
Other assets .......................................... 9,876 3,646
--------- ---------
$ 536,827 $ 484,607
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Noninterest-bearing deposits .......................... $ 45,246 $ 42,927
Interest-bearing deposits ............................. 402,887 349,330
--------- ---------
Total deposits .................................... $ 448,133 $ 392,257
Federal funds purchased and securities
sold under agreements to repurchase ............... 7,972 10,019
Federal Home Loan Bank notes .......................... 25,795 30,727
Accrued interest payable .............................. 1,964 1,885
Other liabilities ..................................... 1,854 1,171
--------- ---------
$ 485,718 $ 436,059
--------- ---------
REDEEMABLE COMMON STOCK HELD BY
EMPLOYEE STOCK OWNERSHIP PLAN
(ESOP) ............................................ $ 6,040 $ 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 ..................................... 42,495 39,325
Unrealized gains (losses) on debt securities, net ..... (311) 298
--------- ---------
$ 51,109 $ 48,548
Less, maximum cash obligation related to ESOP shares .. 6,040 5,271
--------- ---------
$ 45,069 $ 43,277
--------- ---------
$ 536,827 $ 484,607
========= =========
* Derived from audited financial statements.
See Notes to Financial Statements.
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
Three and Nine Months Ended September 30, 1996 and 1995
(In Thousands, Except Per Share Data)
Three Months Ended Nine Months Ended
September 30 September 30
------------------- ------------------
1996 1995 1996 1995
------- -------- ------- -------
Interest Income:
Interest and fees on loans ....................... $ 7,618 $ 7,041 $21,740 $20,300
Interest on investment securities
Taxable ........................................ 1,628 1,273 4,524 3,677
Non-taxable .................................... 281 249 827 770
Other interest income ............................ 79 180 380 283
------- ------- ------- -------
Total interest income ............................ $ 9,606 $ 8,743 $27,471 $25,030
------- ------- ------- -------
Interest Expense:
Interest on deposits ............................. $ 4,557 $ 4,193 $13,053 $11,923
Interest on securities sold under
agreements to repurchase ....................... 62 102 229 270
Interest on FHLB borrowings ...................... 459 546 1,436 1,380
------- ------- ------- -------
Total interest expense ......................... $ 5,078 $ 4,841 $14,718 $13,573
------- ------- ------- -------
Net interest income ............................ $ 4,528 $ 3,902 $12,753 $11,457
Provision for loan losses ............................ 187 180 547 540
------- ------- ------- -------
Net interest income after
provision for loan losses .................... $ 4,341 $ 3,722 $12,206 $10,917
------- ------- ------- -------
Other Income:
Real estate origination fees ..................... $ 76 $ 139 $ 281 $ 215
Trust fees ....................................... 195 154 603 482
Deposit account charges and fees ................. 425 419 1,197 1,202
Other fees and charges ........................... 254 235 781 709
------- ------- ------- -------
$ 950 $ 947 $ 2,862 $ 2,608
------- ------- ------- -------
Other Expenses:
Salaries and employee benefits ................... $ 1,608 $ 1,538 $ 4,671 $ 4,247
Occupancy expenses ............................... 224 203 643 579
Furniture and equipment .......................... 278 277 798 801
F.D.I.C. insurance ............................... - - (24) 1 388
Office supplies and postage ...................... 228 189 590 533
Other operating .................................. 747 479 1,968 1,675
------- ------- ------- -------
$ 3,085 $ 2,662 $ 8,671 $ 8,223
------- ------- ------- -------
Income before income taxes ..................... $ 2,206 $ 2,007 $ 6,397 $ 5,302
Federal and state income taxes ....................... 626 568 1,836 1,480
------- -------- ------- --------
Net Income ..................................... $ 1,580 $ 1,439 $ 4,561 $ 3,822
======= ======== ======= ========
Per common share:
Net income ...................................... $ 1.07 $ .98 $ 3.09 $ 2.60
Dividend, January ............................... -- -- .95 .87
Weighted average of common outstanding
stock ......................................... 1,476,374 1,472,448 1,476,847 1,472,496
See Notes to Financial Statements
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Nine Months Ended September 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 $(5,271)
Net income ................................... 4,561 - - 4,561 - - - -
Change related to ESOP shares ................ (769) - - - - - - (769)
Cash dividends ($.95 per share) .............. (1,391) - - (1,391) - - - -
Unrealized gains (losses) on debt
securities, net ............................ (609) - - - - (609) - -
------- ------- ------- ------- ------
Balance, September 30, 1996 .................. $45,069 $ 8,925 $42,495 $ (311) $(6,040)
======= ======= ======= ======= =======
Balance, January 1, 1995 ..................... $36,447 $ 8,915 $35,336 $(2,594) $(5,210)
Net income ................................... 3,822 - - 3,822 - - - -
Change related to ESOP shares ................ (171) - - - - - - (171)
Cash dividends ($.87 per share) .............. (1,268) - - (1,268) - - - -
Unrealized gains (losses) on
debt securities, net ....................... 2,512 - - - - 2,512 - -
------- ------- ------- ------- -------
Balance, September 30, 1995 .................. $41,342 $ 8,915 $37,890 $ (82) $(5,381)
======= ======= ======= ======= =======
See Notes to Financial Statements.
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 1996 and 1995
(In Thousands)
1996 1995
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ..................................................................... $ 4,561 $ 3,822
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation ............................................................... 637 607
Provision for loan losses .................................................. 547 540
(Increase) decrease in accrued interest receivable ......................... (448) (1,178)
Amortization of bond discount .............................................. 398 374
(Increase) in other assets ................................................. (44) (1,150)
Amortization of intangibles ................................................ 45 - - -
Increase in accrued interest and other liabilities ......................... 549 628
-------- --------
Net cash provided by operating activities .................................. $ 6,245 $ 3,643
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from maturities of investment
securities:
Available for sale ......................................................... $ 13,000 $ 13,000
Held to maturity ........................................................... 2,902 2,382
Purchase of investment securities
Available for sale ......................................................... (19,451) (14,458)
Held to maturity ........................................................... (3,418) (2,876)
Federal funds sold, net ........................................................ 23,766 (3,355)
Loans made to customers, net of collections .................................... (22,264) (16,375)
Purchases of property and equipment ............................................ (675) (1,092)
Business acquisitions, net of cash and cash equivalents acquired of
$910,000 - 1996; $0 - 1995
Investment securities available for sale ................................... (6,640) - - -
Federal funds .............................................................. (11,448) - - -
Loans, net ................................................................. (20,665) - - -
Property and equipment ..................................................... (1,438) - - -
Accrued interest receivable ................................................ (317) - - -
Intangible assets .......................................................... (4,293) - - -
Other assets ............................................................... (1,938) - - -
Deposits and accrued interest .............................................. 39,019 - - -
Borrowings from FHLB ....................................................... 100 - - -
Other liabilities .......................................................... 60 - - -
-------- --------
Net cash (used in) investing activities .................................... $(13,700) $(22,774)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits ........................................ $ 17,010 $ 6,482
Net increase (decrease) in securities sold
under agreements to repurchase .......................................... (2,047) 3,260
Borrowings from FHLB ....................................................... - - 10,000
Payments on FHLB ........................................................... (5,032) (31)
Dividends paid ............................................................. (1,391) (1,268)
-------- --------
Net cash provided by financing activities ............................... $ 8,540 $ 18,443
-------- --------
Increase in cash and due from banks ..................................... $ 1,085 $ (688)
CASH AND DUE FROM BANKS
Beginning .................................................................. $ 11,883 10,805
-------- --------
Ending ..................................................................... $ 12,968 $ 10,117
======== ========
SUPPLEMENTAL DISCLOSURES Cash payments for:
Interest paid to depositors and others .................................. $ 13,127 $ 11,639
Interest paid on other obligations ...................................... 1,665 1,650
Non-cash financing transactions:
Increase in maximum cash obligation related
to ESOP shares ......................................................... 769 171
Net unrealized gains (losses) on debt securities ........................ (609) 2,512
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)
September 30
1996 1995
-------- ---------
Agricultural ................................. $ 23,811 $ 19,591
Commercial and financial ..................... 30,800 27,569
Real estate, construction .................... 8,507 7,886
Real estate, mortgage ........................ 272,161 236,763
Loans to individual .......................... 32,935 31,455
-------- --------
$368,214 $323,264
Less allowance for loan losses ............... 7,286 6,608
-------- --------
$360,928 $316,565
======== ========
Transactions in the allowance for loan losses are as follows:
(In thousands)
Nine months
ended September 30
------------------
1996 1995
------ ------
Balance, beginning .................... $6,740 $6,210
Allowance related to acquisitions ... 350 - -
Provision charged to expense ........ 547 540
Net charge-offs ..................... (351) (142)
------ ------
Balance, ending ....................... $7,286 $6,608
====== ======
The following summarizes the Company's nonaccrual, past due, restructured
and impaired loans:
(In thousands)
September 30
-------------------
1996 1995
------ --------
Nonaccrual ..................................... $ 339 $ - -
Accruing loans, past due 90 days or more ....... 1,079 1,146
Restructured loan .............................. - - - -
Impaired loans ................................. 5,970 *
* 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
These financial statements include for the first time the acquisition of the
Lisbon Bank and Trust Company on July 12, 1996 and the purchase of certain
assets and assumption of deposits of the Kalona, Iowa branch office of Boatmen's
Bank of Iowa, Inc. on September 20, 1996. The acquisitions accounted for
approximately $40 million in asset growth, $22 million in net loan increase, an
increase of $18 million in investment securities and other assets, and $40
million in deposits and other funding sources growth. The acquisitions required
resources of $7.6 million.
The consolidated balance sheet of Hills Bancorporation as of September 30, 1996
reflects total assets of $536.8 million which is an increase of $52.2 million
from December 31, 1995. Net loans are $360.9 million which represents an
increase of $42.3 million from December 31, 1995. Compared to one year ago,
total assets have increased from $470.3 million to $536.8 million for an
increase of $66.5 million. Also since September, 1995, net loans increased $44.3
million to $360.9 million as of September 30, 1996. These loan increases were
the result of the $22 million in loans acquired in the two acquisitions
discussed above and increases primarily in single family residential loans in
the Iowa City and Coralville area. Investment securities total $133.8 million as
of September 30, 1996, an increase of $12.2 million from December 31, 1995 and
an $18.2 million increase in investment securities since September 30, 1995.
Federal funds sold decreased primarily due to the acquisitions and the increase
in net loans. Interest rates on investment securities increased during the last
nine months ending September 30, 1996 resulting in a net change in unrealized
losses on investment securities of $967,000. This had the effect of decreasing
stockholders' equity by $609,000 at September 30, 1996. Comparing this component
of equity between September 30, 1995 to September 30, 1996 a decrease of
$229,000 was shown.
Deposits (when federal funds purchased and securities sold under agreements to
repurchase are included) as of September 30, 1996 totaled $456.1 million, an
increase of $53.8 million in nine months. September 30, 1996 deposits, including
repos, have grown $66.5 million since September 30, 1995. Borrowings from the
FHLB have decreased from $30,727,000 to $25,795,000 during the last twelve
months.
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 September
30, 1996 and December 31, 1995 reflects an adjustment for unrealized gain
(losses) on debt securities, net of income taxes.
The total stockholders' equity as of September 30, 1996 (before the reduction
for the ESOP shares) as a percent of total assets was 9.52%. Under risk-based
capital rules, total capital is 15.05% of risk-adjusted assets, compared to the
current 8% requirement.
The consolidated net income for the nine months ended September 30, 1996 was
$4,561,000 compared to $3,822,000 for the same period ended September 30, 1995.
This is an increase of $739,000 representing an earnings per share for the nine
months of $3.09 compared to $2.60 for the same nine months in 1995. Net interest
income for 1996 is up by $1,296,000 over 1995 and is primarily the result of
earning assets being $36.1 million higher in 1996 compared to 1995. The
provisions for loan losses are $547,000 and $540,000 for the periods presented
and is reflective of management's assessment of the loan portfolio. Net income
for the three months ended September 30, 1996 and 1995 was $1,580,000 and
$1,439,000; respectively. This represents an increase in earnings per common
share of $.09 from $.98 per share to $1.07 per share. The primary factor for the
increase is an increase of net interest income due to a higher volume of earning
assets.
Other income of the bank was $2,862,000 compared to $2,608,000 for the nine
months ended September 30, 1996 and 1995, respectively. Loan origination fees
amounted to $281,000 for the nine month period ended September 30, 1996 compared
to $215,000 in 1995. Trust fees were $603,000 and $482,000 for the nine months
ended September 30, 1996 and 1995, respectively and represents primarily an
increase in accounts under management.
Other expenses have increased from $8,223,000 for the nine months ended
September 30, 1995 to $8,671,000 for the period ended September 30, 1996. Of
this net increase of $448,000, salaries and employee benefits accounted for a
$424,000 increase. This is a combination of salary increases and the number of
full-time equivalent employees increasing from September 30, 1995 to September
30, 1996 by sixteen employees due in large measure to the Lisbon and Kalona
purchases. For the nine months ended September 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 $4,000,000 for the nine months ending September 30, 1996
compared to $3,976,000 for the same period in 1995. This small increase is the
result of $387,000 in savings in F.D.I.C. insurance premiums in 1996 compared to
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 deposit growth, 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. 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
No matters were submitted to a vote of security holders during
the quarter ending September 30, 1996.
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 September 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)
11/13/96 /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)