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, 1997 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, 1997 - -------------------------- ------------------ Common Stock, no par value 1,465,204 HILLS BANCORPORATION Index to Form 10-Q Part I FINANCIAL INFORMATION Page Number Item 1. Financial Statements Consolidated balance sheets, March 31, 1997 (unaudited) and December 31, 1996 Consolidated statements of income, (unaudited) for three months ended March 31, 1997 and 1996 Consolidated statement of stockholders' equity, (unaudited) for three months ended March 31, 1997 and 1996 Consolidated statements of cash flows (unaudited) for three months ended March 31, 1997 and 1996 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) March 31, 1997 December 31, Unaudited 1996* --------- -------- ASSETS Cash and due from banks .............................. $ 12,250 $ 15,036 Investment securities: Available for sale (amortized cost March 31, 1997 $113,736; December 31, 1996 $109,495) ........... 114,558 110,537 Held to maturity (fair value March 31, 1997 $23,348; December 31, 1996 $22,232) ............. 23,256 22,098 Federal funds sold ................................... 207 1,107 Loans, net ........................................... 382,871 368,264 Property and equipment, net .......................... 8,359 8,409 Accrued interest receivable .......................... 5,149 4,884 Deferred income taxes, net ........................... 1,441 1,359 Other assets ......................................... 7,532 7,758 -------- -------- $555,623 $539,452 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Noninterest-bearing deposits ......................... $ 46,406 $ 46,154 Interest-bearing deposits ............................ 402,520 403,907 -------- -------- Total deposits .................................... $448,926 $450,061 Federal funds purchased and securities sold under agreements to repurchase ........................ 12,977 6,071 Federal Home Loan Bank notes ......................... 35,765 25,795 Accrued interest payable ............................. 1,868 1,952 Other liabilities .................................... 2,409 1,822 -------- -------- $501,945 $485,701 -------- -------- REDEEMABLE COMMON STOCK HELD BY EMPLOYEE STOCK OWNERSHIP PLAN (ESOP) ............................. $ 6,576 $ 6,416 -------- -------- STOCKHOLDERS' EQUITY Capital stock, common, no par value; authorized 10,000,000 shares; issued March 31, 1997- 1,465,204 shares; issued December 31, 1996 - 1,465,384 shares .................................. $ 8,990 $ 8,997 Retained earnings .................................... 44,150 44,078 Unrealized gains (losses) on debt securities, net .... 538 676 -------- -------- $ 53,678 $ 53,751 Less, maximum cash obligation related to ESOP shares . 6,576 6,416 -------- -------- $ 47,102 $ 47,335 -------- -------- $555,623 $539,452 ======== ======== * Derived from audited financial statements. See Notes to Financial Statements. HILLS BANCORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended March 31, 1997 and 1996 (In Thousands, Except Per Share Data) 1997 1996 ---------- ---------- Interest income: Interest and fees on loans .................. $ 8,041 $ 6,999 Interest on investment securities Taxable ................................... 1,673 1,418 Non-taxable ............................... 294 277 Other interest income ....................... 41 168 ---------- --------- Total interest income ....................... $ 10,049 $ 8,862 ---------- --------- Interest expense: Interest on deposits ........................ $ 4,603 $ 4,243 Interest on securities sold under agreements to repurchase ................. 89 100 Interest on FHLB notes ...................... 530 489 ---------- ---------- Total interest expense ...................... $ 5,222 $ 4,832 ---------- ---------- Net interest income ......................... $ 4,827 $ 4,030 Provision for loan losses ....................... 195 180 ---------- ---------- Net interest income after provision for loan losses .............. $ 4,632 $ 3,850 ---------- ---------- Other income: Real estate origination fees ................ $ 59 $ 111 Trust fees .................................. 304 185 Deposit account charges and fees ............ 433 375 Other fees and charges ...................... 329 281 ---------- ---------- $ 1,125 $ 952 ---------- ---------- Other expenses: Salaries and employee benefits .............. $ 1,790 $ 1,550 Occupancy expenses .......................... 246 212 Furniture and equipment ..................... 327 266 F.D.I.C. insurance .......................... 31 2 Office supplies and postage ................. 231 176 Other operating ............................. 835 601 ---------- ---------- $ 3,460 $ 2,807 ---------- ---------- Income before income taxes ............... $ 2,297 $ 1,995 Federal and state income taxes .................. $ 686 $ 569 ---------- ---------- Net income ............................... $ 1,611 $ 1,426 ========== ========== Per common share: Net income ................................ $ 1.09 $ .97 Dividend, January .... 1.05 .95 Weighted average of common outstanding stock .................................. 1,479,172 1,473,069 See Notes to Financial Statements HILLS BANCORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Three Months Ended March 31, 1997 and 1996 (In Thousands) Capital Retained Unrealized ESOP Total Stock Earnings Losses Obligations -------- -------- -------- ---------- ----------- Balance, January 1, 1997 .................... $ 47,335 $ 8,997 $ 44,078 $ 676 $ (6,416) Redemption of stock ......................... (7) (7) - - - - - - - - - Net income .................................. 1,611 - - - 1,611 - - - - - - Change related to ESOP shares ............... (160) - - - - - - - - - (160) Cash dividends ($1.05 per share) ............ (1,539) - - - (1,539) - - - - - - Unrealized gains (losses) on debt securities, net ...................... (138) - - - - - - (138) - - - -------- -------- -------- -------- -------- Balance, March 31, 1997 ..................... $ 47,102 $ 8,990 $ 44,150 $ 538 $ (6,576) ======== ======== ======== ======== ======== Balance, January 1, 1996 .................... $ 43,277 $ 8,925 $ 39,325 $ 298 $ (5,271) Net income .................................. 1,426 - - - 1,426 - - - - - - Change related to ESOP shares ............... (448) - - - - - - - - - (448) Cash dividends ($.95 per share) ............. (1,391) - - - (1,391) - - - - - - Unrealized gains (losses) on debt securities, net ........................... (408) - - - - - - (408) - - - -------- -------- -------- -------- -------- Balance, March 31, 1996 ..................... $ 42,456 $ 8,925 $ 39,360 $ (110) $ (5,719) ======== ======== ======== ======== ======== See Notes to Financial Statements. HILLS BANCORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 1997 and 1996 (In Thousands) 1997 1996 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income ..................................................................... $ 1,611 $ 1,426 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation ............................................................... 268 206 Provision for loan losses 195 180 (Increase) decrease in accrued interest receivable ......................... (265) (520) Amortization of bond discount .............................................. 98 135 (Increase) in other assets ................................................. 140 102 Amortization of intangibles ................................................ 86 - - - Increase in accrued interest and other liabilities ......................... 503 324 -------- -------- Net cash provided by operating activities .................................. $ 2,636 $ 1,853 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from maturities of investment ecurities: Available for sale ......................................................... $ 2,270 $ 2,000 Held to maturity ........................................................... 276 300 Purchase of investment securities Available for sale ......................................................... (6,591) (6,214) Held to maturity ........................................................... (1,452) (1,052) Federal funds sold, net ........................................................ 900 4,735 Loans made to customers, net of collections .................................... (14,802) (3,293) Purchases of property and equipment ............................................ (218) (251) -------- -------- Net cash (used in) investing activities .................................... $(19,617) $ (3,775) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in deposits ........................................ $ (1,135) $ 1,884 Net increase (decrease) in fed funds purchased and securities sold under agreements to repurchase .......................... 6,906 (291) Borrowings from FHLB ....................................................... 10,000 - - - Payments on FHLB ........................................................... (30) - - - Redemption of common stock ................................................. (7) - - - Dividends paid ............................................................. (1,539) (1,391) -------- -------- Net cash provided by financing activities ............................... $ 14,195 $ 202 -------- -------- Increase in cash and due from banks ..................................... $ (2,786) $ (1,720) CASH AND DUE FROM BANKS Beginning .................................................................. $ 15,036 11,883 -------- -------- Ending ..................................................................... $ 12,250 $ 10,163 ======== ======== SUPPLEMENTAL DISCLOSURES Cash payments for: Interest paid to depositors and others .................................. $ 4,687 $ 4,293 Interest paid on other obligations ...................................... 619 589 Non-cash financing transactions: Increase in maximum cash obligation related to ESOP shares ......................................................... 160 448 Net unrealized gains (losses) on debt securities ........................ (138) (647) See Notes to Financial Statements HILLS BANCORPORATION NOTE 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) March 31 ------------------------- 1997 1996 -------- -------- Agricultural ................................. $ 23,974 $ 18,991 Commercial and financial ..................... 31,314 28,307 Real estate, construction .................... 9,622 8,510 Real estate, mortgage ........................ 292,068 241,075 Loans to individual .......................... 33,189 31,618 -------- -------- $390,167 $328,501 Less allowance for loan losses ............... 7,296 6,842 -------- -------- $382,871 $321,659 ======== ======== Transactions in the allowance for loan losses are as follows: (In thousands) Three months ended March 31 ------------------------ 1997 1996 ------- ------- Balance, beginning ........................... $ 7,311 $ 6,740 Provision charged to expense ............... 195 180 Net charge-offs ............................ (210) (78) ------- ------- Balance, ending .............................. $ 7,296 $ 6,842 ======= ======= The following summarizes the Company's nonaccrual, past due, restructured and impaired loans: (In thousands) March 31 ------------------- 1997 1996 ------ ------ Nonaccrual ........................................... $ 376 $ 389 Accruing loans, past due 90 days or more ............. 929 1,475 Restructured loan .................................... - - - - - - Impaired loans ....................................... 6,435 5,765 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 March 31, 1997 reflects total assets of $555.6 million which is an increase of $16.2 million from December 31, 1996. Net loans are $382.9 million which represents an increase of $14.6 million from December 31, 1996. Compared to one year ago, total assets have increased from $486.2 million to $555.6 million for an increase of $69.4 million. Also during this time, net loans increased $61.2 million to $382.9 million as of March 31, 1997. These loan increases were primarily single family residential loans in the Iowa City and Coralville area. Investment securities total $137.8 million as of March 31, 1997, an increase of $5.2 million from December 31, 1996 and a $12.4 million increase in investment securities since March 31, 1996. Federal funds sold decreased during the first quarter of 1997 by $.9 million and have decreased from March 31, 1996 to March 31, 1997 by $11.1 million. As discussed in previous reports, the addition of a location in Lisbon, Iowa in July of 1996 and Kalona, Iowa in September, 1996 accounted for approximately $40 million in asset growth; $22 million in loans; $18 million in investment securities and other assets; and approximately $40 million in deposit growth. Deposits (when federal funds purchased and securities sold under agreements to repurchase are included) as of March 31, 1997 totaled $461.9 million, an increase of $5.8 million for the first three months. March 31, 1997 deposits, including repos, have grown $58.0 million from March 31, 1996. Borrowings from the FHLB have increased from $30,727,000 to $35,765,000 during the last twelve months with $5 million of the borrowings occurring in the first quarter of 1997 after a payment of $5 million in August of 1996. 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 1997, Hills Bancorporation paid a dividend of $1.05 per share, a 10.53% increase from the $.95 paid in January 1996. The total dividend of $1,539,000 is deducted from stockholders' equity and is reflected in the resulting stockholders' equity as of March 31, 1997 of $47,102,000. Stockholders' equity at March 31, 1997 and December 31, 1996 reflects an adjustment for unrealized gain (losses) on debt securities, net of income taxes. The total stockholders' equity of Hills Bancorporation before the reduction for the ESOP shares as a percent of total assets is 9.66%. Under risk-based capital rules, total capital is 15.17% of risk-adjusted assets, compared to the current 8% requirement. The consolidated net income for the three months ended March 31, 1997 was $1,611,000 compared to $1,426,000 for the same period ended March 31, 1996. This is an increase of $185,000 representing an earnings per share for the three months of $1.09 compared to $.97 for the same three months in 1996. Net interest income for 1997 is up by $390,000 over 1996 and is primarily the result of earning assets being $57.3 million higher in 1997 compared to 1996. The provisions for loan losses are $195,000 and $180,000 for the quarters presented and is reflective of management's overall opinion of the loan portfolio at this time, the growth of the loan portfolio, and the level of the reserve as of March 31, 1997. Other income of the bank was $1,125,000 compared to $952,000 for the three months ended March 31, 1997 and 1996, respectively. Loan origination fees amounted to $59,000 for the three month period ended March 31, 1997 compared to only $111,000 in 1996. The Trust Department fees were $304,000 and $185,000 for the three months ending March 31, 1997 and 1996, respectively and represents primarily an increase in accounts under management. Deposit account charges and other fees were $762,000 compared to $656,000 one year ago. These increases are the result of more accounts and increased activity in existing accounts. Other expenses have increased from $2,807,000 for the three months ended March 31, 1997 to $3,460,000 for the period ended March 31, 1997. Of this net increase of $653,000, salaries and employee benefits accounted for a $240,000 increase. This is a combination of salary increases and the number of full-time equivalent employees increasing from March 31, 1996 to March 31, 1997 by twenty-four employees. The occupancy, furniture and equipment, office supplies and the other operating expenses totaled $1,670,000 for the three months ending March 31, 1997 compared to $1,257,000 for the same period in 1996. These expenses are up $413,000 as a result of the two new banks acquired with the resulting occupancy and furniture and equipment increases and increases in marketing, other professional fees, and other data processing charges related to the acquisitions. Federal and state income taxes for 1997 are more than in 1996, 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. 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 ended March 31, 1997. 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, 1997. 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 14, 1997 /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)