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, 1999
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, 1999
- -------------------------- ------------------
Common Stock, no par value 1,470,469
HILLS BANCORPORATION
Index to Form 10-Q
Part I
FINANCIAL INFORMATION
Page
Number
Item 1. Financial Statements
Consolidated balance sheets, March 31, 1999 (unaudited)
and December 31, 1998
Consolidated statements of income, (unaudited) for three
months ended March 31, 1999 and 1998
Consolidated statements of comprehensive income, (unaudited) for
three months ended March 31, 1999 and 1998.
Consolidated statements of stockholders' equity, (unaudited)
for three months ended March 31, 1999 and 1998
Consolidated statements of cash flows (unaudited) for three
months ended March 31, 1999 and 1998
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, December 31,
1999 1998*
----------------------
(Unaudited)
ASSETS
Cash and due from banks .............................. $ 15,959 $ 16,427
Investment securities:
Available for sale (amortized cost
March 31, 1999 $128,329;
December 31, 1998 $121,974) ..................... 129,354 123,835
Held to maturity (fair value
March 31, 1999 $21,189;
December 31, 1998 $21,740) ...................... 20,659 21,168
Stock of Federal Home Bank ........................ 4,464 4,347
Federal funds sold ................................... 12,736 36,811
Loans, net ........................................... 481,306 460,911
Property and equipment, net .......................... 11,576 11,193
Accrued interest receivable .......................... 5,902 5,885
Deferred income taxes, net ........................... 2,228 1,838
Other assets ......................................... 7,321 7,372
-------- --------
$691,505 $689,787
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Noninterest-bearing deposits ......................... $ 58,622 $ 68,100
Interest-bearing deposits ............................ 477,614 466,051
-------- --------
Total deposits .................................... $536,236 $534,151
Federal funds purchased and securities
sold under agreements to repurchase ............... 9,072 10,554
Federal Home Loan Bank notes ......................... 75,732 75,732
Accrued interest payable ............................. 1,985 2,048
Other liabilities .................................... 3,073 1,549
-------- --------
$626,098 $624,034
-------- --------
REDEEMABLE COMMON STOCK HELD BY
EMPLOYEE STOCK OWNERSHIP PLAN
(ESOP) ............................................ $ 9,627 $ 9,301
-------- --------
STOCKHOLDERS' EQUITY
Capital stock, common, no par value;
authorized 10,000,000 shares;
issued March 31, 1999 - 1,470,469 shares;
December 31, 1998 - 1,469,443 shares .............. $ 9,166 $ 9,140
Retained earnings .................................... 55,596 55,428
Accumulated other comprehensive income,
unrealized gains on investment securities, net .... 645 1,185
-------- --------
$ 65,407 $ 65,753
Less, maximum cash obligation related to
ESOP shares ....................................... 9,627 9,301
-------- --------
$ 55,780 $ 56,452
-------- --------
$691,505 $689,787
======== ========
* Derived from audited financial statements.
See Notes to Financial Statements.
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended March 31, 1999 and 1998
(In Thousands, Except Per Share Data)
1999 1998
------- -------
Interest Income:
Interest and fees on loans ...................... $ 9,663 $ 9,175
Interest on investment securities:
Taxable ....................................... 1,751 1,680
Non-taxable ................................... 379 335
Interest on federal funds sold .................. 261 247
------- -------
Total interest income ........................... $12,054 $11,437
------- -------
Interest Expense:
Interest on deposits ............................ $ 5,090 $ 5,026
Interest on securities sold under agreements to
repurchase .................................... 101 88
Interest on FHLB borrowings ..................... 1,077 1,025
------- -------
Total interest expense .......................... $ 6,268 $ 6,139
------- -------
Net interest income ............................. $ 5,786 $ 5,298
Provision for loan losses .......................... 204 204
------- -------
Net interest income after provision for loan
losses ........................................ 5,582 5,094
------- -------
Other income:
Loan origination fees ........................... $ 199 $ 152
Trust fees ...................................... 526 457
Deposit account charges and fees ................ 452 434
Other fees and charges .......................... 478 373
------- -------
$ 1,655 $ 1,416
------- -------
Other expenses:
Salaries and employee benefits .................. $ 2,342 $ 2,065
Occupancy ....................................... 293 270
Furniture and equipment ......................... 451 410
Office supplies and postage ..................... 266 282
Other operating ................................. 895 873
------- -------
$ 4,247 $ 3,900
------- -------
Income before income taxes ...................... $ 2,990 $ 2,610
Federal and state income taxes ..................... 911 766
------- -------
Net income ...................................... $ 2,079 $ 1,844
======= =======
Earning per common share:
Basic ......................................... $ 1.41 $ 1.26
Diluted ....................................... 1.39 1.24
See Notes to Financial Statements.
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended March 31, 1999 and 1998
(In Thousands, Except Per Share Data)
1999 1998
------- -------
Net Income ........................................... $ 2,079 $ 1,819
Other comprehensive income:
Unrealized gains (losses) on debt securities ...... (855) 1,147
Income tax effect of unrealized gains (losses) .... 315 (426)
------- -------
Comprehensive Income .............................. $ 1,539 $ 2,540
======= =======
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Three Months Ended March 31, 1999 and 1998
(In Thousands)
Capital Retained Unrealized ESOP
Stock Earnings Gains (Losses) Obligations 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)
Unrealized gains (losses) on debt
securities, net ............................. - - - - (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
========================================================
Balance, January 1, 1998 ....................... $9,070 $49,627 $ 485 $(7,682) $ 51,500
Net income ..................................... - - 1,844 - - - - 1,844
Change related to ESOP shares .................. - - - - - - (160) (160)
Cash dividends ($1.20 per share) ............... - - (1,762) - - - - (1,762)
Unrealized gains (losses) on debt
securities, net .............................. - - - - 116 - - 116
--------------------------------------------------------
Balance, March 31, 1998 ........................ $9,070 $49,709 $ 601 $(7,842) $ 51,538
========================================================
See Notes to Financial Statements.
HILLS BANCORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 1999 and 1998
(In Thousands)
1999 1998
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ..................................................................... $ 2,079 $ 1,844
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation ............................................................... 357 329
Provision for loan losses .................................................. 204 204
Deferred income taxes ...................................................... (74) - -
(Increase) decrease in accrued interest receivable ......................... (17) 13
Amortization of bond discount .............................................. 115 63
(Increase) in other assets ................................................. (35) 325
Amortization of intangibles ................................................ 86 86
Increase in accrued interest and other liabilities ......................... 1,461 379
-------- --------
Net cash provided by operating activities .................................. $ 4,176 $ 3,243
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from maturities of investment
securities:
Available for sale ......................................................... $ 8,005 $ 7,350
Held to maturity ........................................................... 495 400
Purchase of investment securities, available for sale .......................... (14,598) (9,103)
Federal funds sold, net ........................................................ 24,075 15,815
Loans made to customers, net of collections .................................... (20,599) (8,437)
Purchases of property and equipment ............................................ (740) (876)
-------- --------
Net cash (used in) investing activities .................................... $ (3,362) $(26,481)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits ........................................ $ 2,085 $ 887
Net increase (decrease) in fed funds purchased and
securities sold under agreements to repurchase .......................... (1,482) (2,091)
Borrowings from FHLB ....................................................... - - 30,000
Payments on FHLB notes ......................................................... - - (5,000)
Stock options exercised .................................................... 26 - -
Dividends paid ............................................................. (1,911) (1,762)
-------- --------
Net cash provided by financing activities ............................... $ (1,282) $ 22,034
-------- --------
(Decrease) in cash and due from banks ................................... $ (468) $ (1,204)
CASH AND DUE FROM BANKS
Beginning .................................................................. 16,427 15,508
-------- --------
Ending ..................................................................... $ 15,959 $ 14,304
======== ========
SUPPLEMENTAL DISCLOSURES Cash payments for:
Interest paid to depositors and others .................................. $ 5,153 $ 5,130
Interest paid on other obligations ...................................... 1,178 1,113
Non-cash financing transactions:
Increase in maximum cash obligation related
to ESOP shares ......................................................... 326 160
Net unrealized gains (losses) on debt securities ........................ (855) (184)
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)
March 31
1999 1998
--------- ---------
Agricultural ................................ $ 32,847 $ 28,820
Commercial and financial .................... 41,407 36,583
Real estate, construction ................... 34,419 15,728
Real estate, mortgage ....................... 351,739 328,868
Loans to individuals ........................ 29,940 29,050
--------- ---------
$ 490,352 $ 439,049
Less allowance for loan losses .............. (9,046) (8,055)
--------- ---------
$ 481,306 $ 430,994
========= =========
Transactions in the allowance for loan losses are as follows:
(In thousands)
Three Months
Ended March 31
1999 1998
------- -------
Balance, beginning ........................... $ 8,856 $ 8,010
Provision charged to expense ............... 204 204
Net charge-offs ............................ (14) (159)
------- -------
Balance, ending .............................. $ 9,046 $ 8,055
======= =======
The following summarizes the Company's nonaccrual, past due, restructured and
impaired loans:
(In thousands)
March 31
1999 1998
------ ------
Nonaccrual .................................... $ - - $ - -
Accruing loans, past due 90 days or more ...... 975 1,259
Restructured loan ............................. - - - -
Impaired loans ................................ 9,085 8,653
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
Total assets of Hills Bancorporation are $691.5 million at March 31, 1999 and
that is an increase of $64.0 million from March 31, 1998. This increase in
assets includes an increase in net loans between years of $40.3 million or
11.67% and resulted in net loans outstanding of $481.3 million at March 31,
1999. The majority of the loans were real estate loans secured by 1-4 family
mortgages. With both a strong local and national economy continuing and
favorable loan rates this increase in loans was possible. Other significant
changes in assets were a $14.9 million increase in the investment securities
held and a reduction in federal funds of $5.5 million.
The asset increases were funded primarily by a $57.7 million increase in
deposits and securities sold under agreements to repurchase. Since March 31,
1998, 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 1999, Hills Bancorporation paid a dividend of $1.30 per share, a
8.33% increase from the $1.20 paid in January 1998. The total dividend of
$1,911,000 is deducted from stockholders' equity and is reflected in the
resulting stockholders' equity as of March 31, 1999 of $55,780,000.
Stockholders' equity at March 31, 1999 and December 31, 1998 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, 1999
before the reduction for the ESOP shares, as a percent of total assets is 9.46%.
Under risk-based capital rules, total capital is 15.06% of risk adjusted assets,
compared to the current 8% requirement.
Net Income was $2,079,000 and $1,844,000 for the three months ending March 31,
1999 and 1998, respectively. This is an increase of $235,000 or 12.74%. The
increase is due to a $488,000 increase in net interest income and an increase in
other income of $239,000. The increase in net interest income is due primarily
to average earning assets for the first quarter of 1999 being approximately
$47.4 million higher than the balances in 1998 for the three months ending March
31, 1999. The increases in other income includes $47,000 in loan origination
fees, $69,000 in trust fees and $123,000 in deposit account charges and other
fees and charges. Other expenses increased in 1999 for the period compared to
1998 by a total of $347,000. The largest increase was noted in salaries and
employee benefits which increased $277,000, the result of salary adjustments and
new staff added in the first quarter of 1999.
Basic and diluted earnings per share increased for the quarter ended March 31,
1999 compared to 1998. For the period ending March 31, 1999 basic and diluted
earnings per share were $1.41 and $1.39 in comparison to $1.26 and $1.24 for the
quarter ending March 31, 1998.
The Company'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.
Year 2000
The Year 2000 poses an important business issue regarding how existing
application software programs and operating systems can accommodate this date
value. Many computer programs that can only distinguish the final two digits of
the year entered are expected to read entries for the Year 2000 as the Year
1900. Like most financial service providers, the Company may be significantly
affected by the Year 2000 issues due to the nature of financial information.
Software, hardware and equipment both within and outside the Company's direct
control and with whom the Company electronically or operationally interfaces are
likely to be affected. If computer systems are not adequately changed to
identify the Year 2000, many computer applications could fail or create
erroneous results. As a result, may calculations that rely on the data field
information, such as interest, payment or due dates and other operating
functions, may generate results that could be significantly misstated, and the
Company could experience a temporary inability to process transactions and
engage in normal business activities.
All of the significant computer programs of the Company that could be affected
by this issue are provided by major third-party vendors. In 1998, the Company
completed the replacement/upgrading of most of its computer systems and
programs, as well as most equipment, in order to provide cost-effective and
efficient delivery of services to customers, information to management, and to
provide additional capacity for processing information and transactions due to
acquisitions. The third-party vendors have advised the Company that all such
computer systems and programs either are or shortly will be Year 2000 compliant.
The Company completed off-site testing of its major applications in 1998.
The total cost of the Year 2000 project was approximately $1,180,000 for
capitalized hardware and software and an additional $88,000 in expenses charged
to earnings in 1998. Management estimates the cost of the remediation effort to
make the Company's systems Year 2000 ready will be approximately $40,000 to be
charged to expense in 1999 and $105,000 to be capitalized in 1999. In addition,
it is estimated that 2,000 man hours will be incurred by Company personnel
related to Year 2000 issues at an approximate cost of $40,000.
Such costs will be charged to expense as they are incurred.
The Company is developing a Year 2000 contingency plan that addresses, among
other issues, critical operations and potential failures thereof, and strategies
for business continuation. The contingency plan includes back up power sources,
off-site processing of data and a detailed listing of responsibilities among
various employees of their contingency plan duties. The plan is expected to be
finalized during the third quarter of 1999.
The Company could incur losses if loan payments are delayed due to Year 2000
problems affecting significant borrowers. The Company is communicating with such
parties to assess their progress in evaluating and implementing any corrective
measures required by them to be Year 2000 ready. To date, the Company has been
advised by such parties that they have plans in place to address and correct the
issues associated with the Year 2000 problem; however, no assurance can be given
as to the adequacy of such plans or to the timeliness of their implementation.
As part of the current credit approval process, new and renewed loans are
evaluated as to the borrower's Year 2000 readiness. Management does not
anticipate significant loan losses related to this issue.
Although management believes the Company's computer systems and service
providers will be Year 2000 ready, there can be no assurance that these systems,
or those systems of other companies on which the Company's systems rely, will be
fully functional in the Year 2000. Such failure could have a significant adverse
impact on the financial condition and results of operations of the Company. In
addition, there could be a material effect to the financial statements if there
are significant interruptions in basic services, such as the electric power
grid, telephone services or the banking system. These risks cannot be estimated.
Forward Looking Information
Forward looking information relating to the financial results or strategies of
the Company are 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.
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 March 31, 1999.
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, 1999.
HILLS BANCORPORATION
EXHIBIT II
COMPUTATION OF EARNINGS PER COMMON SHARE
Three months
ended March 31
1999 1998
--------- ---------
Weighted average number of shares outstanding
(basic) .......................................... 1,470,322 1,467,754
Weighted average of potential dilutive shares
attributable to stock options granted computed
under the treasury stock method .................. 24,516 19,194
--------- ---------
Weighted average number of shares (diluted) ........ 1,494,838 1,486,948
========= =========
Earnings Per Share:
Net income (in thousands) ....................... $ 2,079 $ 1,844
========= =========
Earnings per common share:
Basic ......................................... $ 1.41 $ 1.26
========= =========
Diluted $ 1.39 $ 1.24
========= =========
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 13, 1999 /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)