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HILLS BANCORPORATION - Quarter Report: 2018 September (Form 10-Q)

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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, 2018

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 checkmark 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.

þ Yes  o No

Indicate by checkmark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

þ Yes  o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  o
Accelerated Filer                     þ   
Non-accelerated filer    o
Small Reporting Company     o
Emerging Growth Company    o
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes  þ No



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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
October 31, 2018
 
 
Common Stock, no par value
9,341,956
 
 
 
 


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HILLS BANCORPORATION
Index to Form 10-Q

Part I
FINANCIAL INFORMATION
 
 
 
Page
 
 
Number
 
 
 
Item 1.
Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
Part II
 
 
OTHER INFORMATION
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 
 
 
 
 

Page 3

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HILLS BANCORPORATION CONSOLIDATED BALANCE SHEETS (Amounts In Thousands, Except Share Amounts) 
 
September 30, 2018
 
December 31, 2017
ASSETS
(Unaudited)
 
Cash and cash equivalents
$
192,723

 
$
154,353

Investment securities available for sale at fair value (amortized cost September 30, 2018 $297,292 December 31, 2017 $286,296)
292,302

 
285,155

Stock of Federal Home Loan Bank
12,172

 
15,005

Loans held for sale
3,403

 
5,162

Loans, net of allowance for loan losses (September 30, 2018 $31,010; December 31, 2017 $29,400)
2,525,720

 
2,431,165

Property and equipment, net
37,482

 
37,857

Tax credit real estate investment
9,164

 
10,076

Accrued interest receivable
12,710

 
10,772

Deferred income taxes, net
9,675

 
8,806

Goodwill
2,500

 
2,500

Other assets
4,632

 
2,509

Total Assets
$
3,102,483

 
$
2,963,360

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 

 
 

 
 
 
 
Liabilities
 

 
 

Noninterest-bearing deposits
$
374,927

 
$
363,817

Interest-bearing deposits
2,113,825

 
1,924,748

Total deposits
$
2,488,752

 
$
2,288,565

Federal Home Loan Bank borrowings
215,000

 
295,000

Accrued interest payable
1,708

 
1,290

Other liabilities
19,446

 
23,481

Total Liabilities
$
2,724,906

 
$
2,608,336

 
 
 
 
Redeemable Common Stock Held by Employee Stock Ownership Plan (ESOP)
$
47,593

 
$
43,308

 
 
 
 
STOCKHOLDERS' EQUITY
 

 
 

Common stock, no par value; authorized 20,000,000 shares; issued September 30, 2018 10,323,468 shares; December 31, 2017 10,320,315 shares
$

 
$

Paid in capital
52,223

 
48,930

Retained earnings
366,053

 
341,558

Accumulated other comprehensive loss
(4,444
)
 
(2,446
)
Treasury stock at cost (September 30, 2018 988,145 shares; December 31, 2017 985,161 shares)
(36,255
)
 
(33,018
)
Total Stockholders' Equity
$
377,577

 
$
355,024

Less maximum cash obligation related to ESOP shares
47,593

 
43,308

Total Stockholders' Equity Less Maximum Cash Obligation Related to ESOP Shares
$
329,984

 
$
311,716

Total Liabilities & Stockholders' Equity
$
3,102,483

 
$
2,963,360


See Notes to Consolidated Financial Statements.

Page 4

Index

HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Amounts In Thousands, Except Per Share Amounts)
 
Three Months Ended September 30,
Nine Months Ended September 30,
 
2018
 
2017
2018
 
2017
Interest income:
 
 
 
 
 
 
Loans, including fees
$
28,280

 
$
25,643

$
81,276

 
$
74,378

Investment securities:
 

 
 

 
 
 
Taxable
758

 
437

2,003

 
1,237

Nontaxable
862

 
783

2,617

 
2,425

Federal funds sold
511

 
9

1,610

 
145

Total interest income
$
30,411

 
$
26,872

$
87,506

 
$
78,185

Interest expense:
 

 
 

 
 
 
Deposits
$
5,284

 
$
2,319

$
13,688

 
$
6,730

Short-term borrowings

 
100


 
149

FHLB borrowings
1,607

 
2,233

5,182

 
5,938

Total interest expense
$
6,891

 
$
4,652

$
18,870

 
$
12,817

Net interest income
$
23,520

 
$
22,220

$
68,636

 
$
65,368

Provision for loan losses
1,593

 
130

1,539

 
1,827

Net interest income after provision for loan losses
$
21,927

 
$
22,090

$
67,097

 
$
63,541

Noninterest income:
 

 
 

 
 
 
Net gain on sale of loans
$
453

 
$
423

$
1,227

 
$
1,119

Trust fees
2,105

 
1,980

7,753

 
5,883

Service charges and fees
2,839

 
2,197

7,475

 
6,557

Other noninterest income
1,271

 
405

2,075

 
1,688

 
$
6,668

 
$
5,005

$
18,530

 
$
15,247

 
 
 
 
 
 
 
Noninterest expenses:
 

 
 

 
 
 
Salaries and employee benefits
$
8,611

 
$
8,134

$
25,718

 
$
24,707

Occupancy
1,208

 
1,087

3,331

 
3,148

Furniture and equipment
1,693

 
1,491

4,657

 
4,356

Office supplies and postage
432

 
516

1,327

 
1,487

Advertising and business development
584

 
628

1,821

 
2,123

Outside services
2,767

 
2,077

7,692

 
5,943

FDIC insurance assessment
226

 
217

657

 
636

Other noninterest expense
434

 
671

1,688

 
2,033

 
$
15,955

 
$
14,821

$
46,891

 
$
44,433

Income before income taxes
$
12,640

 
$
12,274

$
38,736

 
$
34,355

Income taxes
2,590

 
3,722

7,765

 
10,472

Net income
$
10,050

 
$
8,552

$
30,971

 
$
23,883

 
 
 
 
 
 
 
Earnings per share:
 

 
 

 

 
 

Basic
$
1.07

 
$
0.92

$
3.30

 
$
2.56

Diluted
$
1.07

 
$
0.92

$
3.30

 
$
2.56

 
See Notes to Consolidated Financial Statements.

Page 5

Index

HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited) (Amounts In Thousands)

 
Three Months Ended September 30,
Nine Months Ended September 30,
 
2018
 
2017
2018
 
2017
Net income
$
10,050

 
$
8,552

$
30,971

 
$
23,883

 
 
 
 
 
 
 
Other comprehensive income (loss)
 

 
 

 
 
 
Securities:
 

 
 

 
 
 
Net change in unrealized (loss) income on securities available for sale
$
(1,321
)
 
$
(302
)
$
(3,849
)
 
$
2,797

Reclassification adjustment for net gains realized in net income

 


 

Income taxes
330

 
116

960

 
(1,070
)
Other comprehensive (loss) income on securities available for sale
$
(991
)
 
$
(186
)
$
(2,889
)
 
$
1,727

Derivatives used in cash flow hedging relationships:
 

 
 

 
 
 
Net change in unrealized income on derivatives
$
361

 
$
259

$
1,887

 
$
474

Income taxes
(90
)
 
(99
)
(470
)
 
(181
)
Other comprehensive income on cash flow hedges
$
271

 
$
160

$
1,417

 
$
293

 
 
 
 
 
 
 
Other comprehensive (loss) income, net of tax
$
(720
)
 
$
(26
)
$
(1,472
)
 
$
2,020

 
 
 
 
 
 
 
Comprehensive income
$
9,330

 
$
8,526

$
29,499

 
$
25,903

 
See Notes to Consolidated Financial Statements.

Page 6

Index

HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (Amounts In Thousands, Except Share Amounts)
 
Paid In Capital
 
Retained Earnings
 
Accumulated Other
Comprehensive
Income (Loss)
 
Unearned ESOP
Shares
 
Treasury Stock
 
Maximum Cash
Obligation Related
To ESOP Shares
 
Total
Balance, December 31, 2016
$
44,606

 
$
319,982

 
$
(3,359
)
 


 
$
(31,178
)
 
$
(40,781
)
 
$
289,270

Issuance of 92,621 shares of common stock
4,208

 

 

 

 
55

 

 
4,263

Issuance of 4,483 shares of common stock under the employee stock purchase plan
210

 

 

 

 

 

 
210

Unearned restricted stock compensation
277

 

 

 

 

 

 
277

Forfeiture of 2,934 shares of common stock
(118
)
 
 
 
 
 
 
 
 
 
 
 
(118
)
Share-based compensation
11

 

 

 

 

 

 
11

Income tax benefit related to share-based compensation

 

 

 

 

 

 

Change related to ESOP shares

 

 

 

 

 
(1,690
)
 
(1,690
)
Net income

 
23,883

 

 

 

 

 
23,883

Cash dividends ($0.70 per share)

 
(6,485
)
 

 

 

 

 
(6,485
)
Purchase of 40,265 shares of common stock

 

 

 

 
(2,075
)
 

 
(2,075
)
Other comprehensive income

 

 
2,020

 

 

 

 
2,020

Balance, September 30, 2017
$
49,194

 
$
337,380

 
$
(1,339
)
 
$

 
$
(33,198
)
 
$
(42,471
)
 
$
309,566

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2017
$
48,930

 
$
341,558

 
$
(2,446
)
 
$

 
$
(33,018
)
 
$
(43,308
)
 
$
311,716

Issuance of 94,097 shares of common stock
2,748

 

 

 

 
2,352

 

 
5,100

Issuance of 6,149 shares of common stock under the employee stock purchase plan
313

 

 

 

 

 

 
313

Unearned restricted stock compensation
372

 

 

 

 

 

 
372

Forfeiture of 2,996 shares of common stock
(140
)
 

 

 

 

 

 
(140
)
Change related to ESOP shares

 

 

 

 

 
(4,285
)
 
(4,285
)
Net income

 
30,971

 

 

 

 

 
30,971

Cash dividends ($0.75 per share)

 
(7,002
)
 

 

 

 

 
(7,002
)
Reclassification of stranded tax effects due to the Tax Cuts and Jobs Act

 
526

 
(526
)
 

 

 

 

Purchase of 97,081 shares of common stock

 

 

 

 
(5,589
)
 

 
(5,589
)
Other comprehensive loss

 

 
(1,472
)
 

 

 

 
(1,472
)
Balance, September 30, 2018
$
52,223

 
$
366,053

 
$
(4,444
)
 
$

 
$
(36,255
)
 
$
(47,593
)
 
$
329,984

 
See Notes to Consolidated Financial Statements.

Page 7

Index

HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Amounts In Thousands)

 
Nine Months Ended 
 September 30,
 
2018
 
2017
Cash Flows from Operating Activities
 
 
 
Net income
$
30,971

 
$
23,883

Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
 

 
 

Depreciation
2,463

 
2,270

Provision for loan losses
1,539

 
1,827

Share-based compensation

 
11

Forfeiture of common stock
(140
)
 
(118
)
Compensation expensed through issuance of common stock
387

 
208

Provision for deferred income taxes
(379
)
 
(1,513
)
Net loss (gain) on sale of other real estate owned and other repossessed assets
3

 
(89
)
Increase in accrued interest receivable
(1,938
)
 
(2,363
)
Amortization of premium on investment securities, net
370

 
437

(Increase) decrease in other assets
(2,120
)
 
1,049

(Decrease) increase in accrued interest payable and other liabilities
(1,358
)
 
1,288

Loans originated for sale
(110,694
)
 
(109,522
)
Proceeds on sales of loans
113,680

 
113,730

Net gain on sales of loans
(1,227
)
 
(1,119
)
Net cash and cash equivalents provided by operating activities
$
31,557

 
$
29,979

 
 
 
 
Cash Flows from Investing Activities
 

 
 

Proceeds from maturities of investment securities available for sale
$
51,224

 
$
48,937

Purchases of investment securities available for sale
(59,757
)
 
(37,735
)
Loans made to customers, net of collections
(96,159
)
 
(141,994
)
Proceeds on sale of other real estate owned and other repossessed assets
59

 
364

Purchases of property and equipment
(2,088
)
 
(2,210
)
Income from tax credit real estate, net
912

 
547

Net cash and cash equivalents used in investing activities
$
(105,809
)
 
$
(132,091
)
 
 
 
 
Cash Flows from Financing Activities
 

 
 

Net increase in deposits
$
200,187

 
$
36,730

Net decrease in other borrowings

 
(19,728
)
Net (decrease) increase in FHLB borrowings
(80,000
)
 
88,000

Issuance of common stock, net of costs
4,713

 
3,817

Stock options exercised

 
238

Purchase of treasury stock
(5,589
)
 
(2,075
)
Proceeds from the issuance of common stock through the employee stock purchase plan
313

 
210

Dividends paid
(7,002
)
 
(6,485
)
Net cash and cash equivalents provided by financing activities
$
112,622

 
$
100,707

 
(Continued)


Page 8

Index

HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued) (Amounts In Thousands)
 
Nine Months Ended 
 September 30,
 
2018
 
2017
(Increase) decrease in cash and cash equivalents
$
38,370

 
$
(1,405
)
Cash and cash equivalents:
 

 
 

Beginning of period
154,353

 
38,197

End of period
$
192,723

 
$
36,792

 
 
 
 
Supplemental Disclosures
 

 
 

Cash payments for:
 

 
 

Interest paid to depositors
$
13,270

 
$
6,635

Interest paid on other obligations
5,182

 
6,087

Income taxes paid
7,188

 
10,530

 
 
 
 
Noncash activities:
 

 
 

Increase in maximum cash obligation related to ESOP shares
$
4,285

 
$
1,690

Transfers to other real estate owned
65

 
182

Sale and financing of other real estate owned

 
262

 
See Notes to Consolidated Financial Statements.



Page 9

Index

HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1.
Summary of Significant Accounting Policies

Basis of Presentation:

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and with instructions for Form 10-Q and Regulation S-X.  These financial statements include all adjustments (consisting of normal recurring accruals) which in the opinion of management are considered necessary for the fair presentation of the financial position and results of operations for the periods shown.  Certain prior year amounts have been reclassified to conform to the current year presentation.  The Company considers that it operates as one business segment, a commercial bank.

Operating results for the nine month period ended September 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Form 10-K Annual Report of Hills Bancorporation and subsidiary (the “Company”) for the year ended December 31, 2017 filed with the Securities Exchange Commission on March 5, 2018.  The consolidated balance sheet as of December 31, 2017, has been derived from the audited consolidated financial statements for that period.

The Company evaluated subsequent events through the filing date of its quarterly report on Form 10-Q with the SEC.

Revenue Recognition

Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the Company’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

The majority of the Company’s revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as loans, letters of credit and investment securities as these activities are not subject to the requirements of ASC 606. Interest income on loans and investment securities is recognized on the accrual method in accordance with written contracts.

Descriptions of the Company’s revenue-generating activities that are within the scope of ASC 606 are the following: Service charges and fees on deposit accounts represent general service fees for monthly account maintenance and activity- or transaction-based fees and consist of transaction-based revenue which includes interchange income, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when the Company’s performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied. Trust income represents monthly fees due from wealth management customers as consideration for managing the customers' assets. Wealth management and trust services include custody of assets, investment management, fees for trust services and similar fiduciary activities. Revenue is recognized when our performance obligation is completed each month, which is generally the time that payment is received.

Effect of New Financial Accounting Standards:

In May 2014, The FASB and International Accounting Standards Board (IASB) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of ASU 2014-09 is that a company should recognize revenue to depict the transfer of promised good or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU 2014-09 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. The adoption of ASU 2014-09 by the Company did not have a material impact on the recognition of revenue though did require additional disclosures on our material noninterest income streams discussed in revenue recognition above.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 created Subtopic 321-10, Investments-Equity Securities

Page 10

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

which is applicable to all entities except those in industries that account for substantially all investments at fair value through earnings or the change in net assets. Under this new subtopic, equity securities are generally required to be measured at fair value with unrealized holding gains and losses reflected in net income. ASU 2016-01 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. The Company adopted ASU 2016-01 for the period ending March 31, 2018. There was no material impact on the financial statements however it required a change in disclosure and related methodology located in Note 6 Fair Value Measurements.

In February 2016, the FASB issued ASU No. 2016-02 (Topic 842), Leases. The ASU provides guidance requiring lessees to recognize right-of-use (ROU) assets and lease liabilities for all leases other than those that meet the definition of short-term leases. For short-term leases, lessees may elect an accounting policy by class of underlying asset under which these assets and liabilities are not recognized and lease payments are generally recognized over the lease term on a straight-line basis. Under this new ASU, lessees will recognize right-of use assets and lease liabilities for most leases currently accounted for as operating leases under generally accepted accounting principles. For public companies, ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is in the process of analyzing a comprehensive list of lease agreements.

We expect to adopt the new standard on January 1, 2019 and use the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. We expect to elect the 'package of practical expedients', which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We do not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. We expect that this standard will not have a material effect on our financial statements. While we continue to assess all of the effects of adoption, we currently believe the most significant effects relate to the recognition of new ROU assets and lease liabilities on our balance sheet for our equipment and real estate operating leases. We do not expect a significant change in our leasing activities between now and adoption. On adoption, we currently expect to recognize additional operating liabilities ranging from $3 million to $3.5 million, with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases.

In March 2016, the FASB issued ASU No. 2016-04, Liabilities - Extinguishments of Liabilities (Subtopic 405-20), Recognition of Breakage for Certain Prepaid Stored-Value Products. ASU 2016-04 applies to all entities that offer certain prepaid stored - value products. The ASU provides guidance for the derecognition of financial liabilities related to the issuance of these products and aligns the recognition of breakage to current authoritative guidance. For public companies, ASU 2016-04 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company adopted ASU 2016-04 for the period ending March 31, 2018. There was no material impact on the financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (CECL). The ASU changes the way entities recognize impairment of financial assets by requiring immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. Under the CECL model, we will be required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the "incurred loss" model required under current GAAP, which delays recognition until it is probable a loss has been incurred. Accordingly, we expect that the adoption of the CECL model will materially affect how we determine our allowance for loan losses and could require us to significantly increase our allowance. For public companies, ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, early adoption is permitted for the fiscal year beginning after December 15, 2018. The Company has implemented a software solution to assist in the analysis of historical loan data to determine the CECL model that will be implemented and is in the process of validating the historical loan data in the software solution. The Company anticipates running parallel calculations of the "incurred loss" and CECL models for the quarter ending March 31, 2019. We expect to recognize a one-time cumulative-effect adjustment to our allowance for loan losses as of the beginning of the first reporting period in which the new standard is adopted. The amount of the one-time cumulative-effect adjustment has not yet been determined.

In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323), Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September

Page 11

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

22, 2016 and November 17, 2016 EITF Meetings. This ASU adds an SEC paragraph and amends other Topics pursuant to an SEC staff Announcement made at the September 22, 2016 Emerging Issues Task Force (EITF) meeting. The SEC paragraph applies to ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606); ASU No. 2016-02, Leases (Topic 842); and ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU provides that a company should evaluate ASUs that have not yet been adopted to determine the appropriate financial statement disclosures about the potential material effects of those ASUs on the financial statements when adopted. If the company does not know or cannot reasonably estimate the impact that adoption of the ASUs referenced in this announcement is expected to have on the financial statements, then in addition to making a statement to that effect, the company should consider additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact that the standard will have on the financial statements of the company when adopted. Additional qualitative disclosures should include a description of the effect of the accounting policies that the company expects to apply and a comparison to the company's current accounting policies. Also, the company should describe the status of its process to implement the new standards and the significant implementation matters yet to be addressed.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 250), Simplifying the Test for Goodwill Impairment. The ASU simplifies the goodwill impairment test by requiring a company to perform its annual or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized when the carrying amount exceeds fair value. For public companies, ASU 2017-04 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of ASU No. 2017-04 by the Company is not expected to have a material impact.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. This ASU requires companies to change the recognition and presentation of the effects of hedge accounting by eliminating the requirement to separately measure and report hedge ineffectiveness and requiring companies to present all of the elements of hedge accounting that affect earnings in the same income statement line as the hedged item. Furthermore, the standard eases the requirements for effectiveness testing, hedge documentation and applying the critical terms match method and introduces new alternatives that will permit companies to reduce the risk of material error corrections if they misapply the shortcut method. For public companies, ASU 2017-12 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2018. The adoption of ASU 2017-12 by the Company is not expected to have a material impact.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. ASU 2018-02 is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted ASU 2018-02 for the period ending March 31, 2018 and elected the specific identification method accounting policy. There was a $0.53 million reclassification recorded in stockholders' equity.

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this ASU expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The adoption of ASU 2018-07 by the Company is not expected to have a material impact.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this ASU modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including removal of the requirement to disclose the valuation processes for Level 3 fair value measurements and the additional requirement to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this ASU. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this ASU and delay adoption of the additional disclosures until their effective date. The adoption of ASU 2018-13 by the Company is not expected to have a material impact.


Page 12

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangements That Is a Service Contract. The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption of the amendments in this ASU is permitted, including adoption in any interim period, for all entities. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is in the process of evaluating the impact of this ASU on the financial statements.


Note 2.
Earnings Per Share

Basic earnings per share is computed using the weighted average number of actual common shares outstanding during the period.  Diluted earnings per share reflects the potential dilution that would occur from the exercise of common stock options outstanding.  ESOP shares are considered outstanding for this calculation unless unearned.

The computation of basic and diluted earnings per share for the periods presented is as follows:

 
Three Months Ended September 30,
Nine Months Ended September 30,
 
2018
 
2017
2018
 
2017
Common shares outstanding at the beginning of the period
9,373,666

 
9,329,514

9,335,154

 
9,264,227

Weighted average number of net shares (redeemed) issued
(22,223
)
 
(4,596
)
40,123

 
64,144

Weighted average shares outstanding (basic)
9,351,443

 
9,324,918

9,375,277

 
9,328,371

Weighted average of potential dilutive shares attributable to stock options granted, computed under the treasury stock method
4,245

 
3,559

4,067

 
4,874

Weighted average number of shares (diluted)
9,355,688

 
9,328,477

9,379,344

 
9,333,245

Net income (In thousands)
$
10,050

 
$
8,552

$
30,971

 
$
23,883

Earnings per share:
 

 
 

 

 
 

Basic
$
1.07

 
$
0.92

$
3.30

 
$
2.56

Diluted
$
1.07

 
$
0.92

$
3.30

 
$
2.56



Page 13

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Note 3.
Other Comprehensive Income (Loss)

The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI), included in stockholders’ equity, at September 30, 2018 and December 31, 2017:

 
September 30,
2018

December 31, 2017
 
(amounts in thousands)
Net unrealized loss on available-for-sale securities
$
(4,990
)
 
$
(1,141
)
Net unrealized loss on derivatives used for cash flow hedges
(932
)
 
(2,819
)
Tax effect
$
1,478

 
$
1,514

Net-of-tax amount
$
(4,444
)
 
$
(2,446
)
 
Note 4.
Securities

The carrying values of investment securities at September 30, 2018 and December 31, 2017 are summarized in the following table (dollars in thousands):

 
September 30, 2018
 
December 31, 2017
 
Amount
 
Percent
 
Amount
 
Percent
Securities available for sale
 
 
 
 
 
 
 
U.S. Treasury
$
82,353

 
28.18
%
 
$
54,318

 
19.05
%
Other securities (FHLB, FHLMC and FNMA)
34,733

 
11.88

 
43,959

 
15.42

State and political subdivisions
175,216

 
59.94

 
186,878

 
65.53

Total securities available for sale
$
292,302

 
100.00
%
 
$
285,155

 
100.00
%

Investment securities have been classified in the consolidated balance sheets according to management’s intent.  Available-for-sale securities consist of debt securities not classified as trading or held to maturity.  Available-for-sale securities are stated at fair value, and unrealized holding gains and losses, net of the related deferred tax effect, are reported as a separate component of stockholders' equity.  There were no trading or held to maturity securities as of September 30, 2018 or December 31, 2017. The carrying amount of available-for-sale securities and their approximate fair values were as follows as of September 30, 2018 and December 31, 2017 (in thousands):

 
Amortized Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
(Losses)
 
Estimated Fair
Value
September 30, 2018:
 
 
 
 
 
 
 
U.S. Treasury
$
83,949

 
$

 
$
(1,596
)
 
$
82,353

Other securities (FHLB, FHLMC and FNMA)
35,398

 
1

 
(666
)
 
34,733

State and political subdivisions
177,945

 
129

 
(2,858
)
 
175,216

Total
$
297,292

 
$
130

 
$
(5,120
)
 
$
292,302

December 31, 2017:
 

 
 

 
 

 
 

U.S. Treasury
$
54,696

 
$

 
$
(378
)
 
$
54,318

Other securities (FHLB, FHLMC and FNMA)
44,470

 
1

 
(512
)
 
43,959

State and political subdivisions
187,130

 
722

 
(974
)
 
186,878

Total
$
286,296

 
$
723

 
$
(1,864
)
 
$
285,155






Page 14

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

The amortized cost and estimated fair value of available-for-sale securities classified according to their contractual maturities at September 30, 2018, were as follows (in thousands):
 
 
Amortized
Cost
 
Fair Value
Due in one year or less
$
41,457

 
$
41,340

Due after one year through five years
180,463

 
177,642

Due after five years through ten years
74,811

 
72,759

Due over ten years
561

 
561

Total
$
297,292

 
$
292,302


As of September 30, 2018 investment securities with a carrying value of $12.19 million were pledged to collateralize repurchase agreements, derivative financial instruments, and other borrowings.

The following table shows the fair value, gross unrealized losses and the percentage of fair value represented by gross unrealized losses of applicable investment securities owned by the Company, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2018 and December 31, 2017 (in thousands):

 
Less than 12 months
 
12 months or more
 
Total
September 30, 2018
Description of Securities
#
 
Fair Value
 
Unrealized
Loss
 
%
 
#
 
Fair Value
 
Unrealized
Loss
 
%
 
#
 
Fair Value
 
Unrealized
Loss
 
%
U.S. Treasury
24

 
$
58,023

 
$
(987
)
 
1.70
%
 
10

 
$
24,330

 
$
(609
)
 
2.50
%
 
34

 
$
82,353

 
$
(1,596
)
 
1.94
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other securities (FHLB, FHLMC and FNMA)
1

 
2,494

 
(9
)
 
0.36

 
13

 
32,239

 
(657
)
 
2.04

 
14

 
34,733

 
(666
)
 
1.92

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and political subdivisions
377

 
94,638

 
(1,490
)
 
1.57

 
142

 
33,670

 
(1,368
)
 
4.06

 
519

 
128,308

 
(2,858
)
 
2.23

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total temporarily impaired securities
402

 
$
155,155

 
$
(2,486
)
 
1.60
%
 
165

 
$
90,239

 
$
(2,634
)
 
2.92
%
 
567

 
$
245,394

 
$
(5,120
)
 
2.09
%

 
Less than 12 months
 
12 months or more
 
Total
December 31, 2017
Description of Securities
#
 
Fair Value
 
Unrealized
Loss
 
%
 
#
 
Fair Value
 
Unrealized
Loss
 
%
 
#
 
Fair Value
 
Unrealized
Loss
 
%
U.S. Treasury
22

 
$
54,318

 
$
(378
)
 
0.70
%
 

 
$

 
$

 
%
 
22

 
$
54,318

 
$
(378
)
 
0.70
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other securities (FHLB, FHLMC and FNMA)
9

 
21,411

 
(83
)
 
0.39

 
9

 
22,547

 
(429
)
 
1.90

 
18

 
43,958

 
(512
)
 
1.16

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and political subdivisions
241

 
58,803

 
(573
)
 
0.97

 
65

 
14,944

 
(401
)
 
2.68

 
306

 
73,747

 
(974
)
 
1.32

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total temporarily impaired securities
272

 
$
134,532

 
$
(1,034
)
 
0.77
%
 
74

 
$
37,491

 
$
(830
)
 
2.21
%
 
346

 
$
172,023

 
$
(1,864
)
 
1.08
%

The Company considered the following information in reaching the conclusion that the impairments disclosed in the table above are temporary and not other-than-temporary impairments.  None of the unrealized losses in the above table was due to the

Page 15

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

deterioration in the credit quality of any of the issues that might result in the non-collection of contractual principal and interest.  The unrealized losses are due to changes in interest rates.  The Company has not recognized any unrealized loss in income because management does not have the intent to sell the securities included in the previous table.  Management has concluded that it is more likely than not that the Company will not be required to sell these securities prior to recovery of the amortized cost basis.

Note 5.
Loans

Classes of loans are as follows:

 
September 30,
2018
 
December 31,
2017
 
(Amounts In Thousands)
Agricultural
$
79,155

 
$
88,580

Commercial and financial
214,681

 
218,632

Real estate:
 
 
 
Construction, 1 to 4 family residential
65,932

 
69,738

Construction, land development and commercial
106,012

 
109,595

Mortgage, farmland
230,032

 
215,286

Mortgage, 1 to 4 family first liens
899,937

 
831,591

Mortgage, 1 to 4 family junior liens
149,312

 
144,200

Mortgage, multi-family
347,660

 
336,810

Mortgage, commercial
381,966

 
361,196

Loans to individuals
27,946

 
26,417

Obligations of state and political subdivisions
53,149

 
57,626

 
$
2,555,782

 
$
2,459,671

Net unamortized fees and costs
948

 
894

 
$
2,556,730

 
$
2,460,565

Less allowance for loan losses
31,010

 
29,400

 
$
2,525,720

 
$
2,431,165



Page 16

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Changes in the allowance for loan losses, the allowance for loan losses applicable to impaired loans and the related loan balance of impaired loans for the three and nine months ended September 30, 2018 were as follows:

 
Three Months Ended September 30, 2018
 
Agricultural
 
Commercial and
Financial
 
Real Estate:
Construction and
land development
 
Real Estate:
Mortgage,
farmland
 
Real Estate:
Mortgage, 1 to 4
family
 
Real Estate:
Mortgage, multi-
family and
commercial
 
Other
 
Total
 
(Amounts In Thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
2,071

 
$
5,040

 
$
3,054

 
$
3,475

 
$
8,902

 
$
5,697

 
$
1,271

 
$
29,510

Charge-offs
(68
)
 
(241
)
 

 

 
(280
)
 
(107
)
 
(197
)
 
(893
)
Recoveries
74

 
415

 
2

 
10

 
187

 
80

 
32

 
800

Provision
(47
)
 
(133
)
 
(188
)
 
50

 
1,756

 
193

 
(38
)
 
1,593

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance
$
2,030

 
$
5,081

 
$
2,868

 
$
3,535

 
$
10,565

 
$
5,863

 
$
1,068

 
$
31,010



Nine Months Ended September 30, 2018
 
Agricultural
 
Commercial and
Financial
 
Real Estate:
Construction and
land development
 
Real Estate:
Mortgage,
farmland
 
Real Estate:
Mortgage, 1 to 4
family
 
Real Estate:
Mortgage, multi-
family and
commercial
 
Other
 
Total
 
(Amounts In Thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
2,294

 
$
4,837

 
$
2,989

 
$
3,669

 
$
8,668

 
$
5,700

 
$
1,243

 
$
29,400

Charge-offs
(72
)
 
(447
)
 

 

 
(607
)
 
(161
)
 
(420
)
 
(1,707
)
Recoveries
102

 
856

 
147

 
29

 
433

 
97

 
114

 
1,778

Provision
(294
)
 
(165
)
 
(268
)
 
(163
)
 
2,071

 
227

 
131

 
1,539

 


 


 


 


 


 


 


 


Ending balance
$
2,030

 
$
5,081

 
$
2,868

 
$
3,535

 
$
10,565

 
$
5,863

 
$
1,068

 
$
31,010

 

 

 

 

 

 

 

 

Ending balance, individually evaluated for impairment
$
118

 
$
1,165

 
$
3

 
$

 
$
91

 
$
40

 
$
48

 
$
1,465

 

 

 

 

 

 

 

 

Ending balance, collectively evaluated for impairment
$
1,912

 
$
3,916

 
$
2,865

 
$
3,535

 
$
10,474

 
$
5,823

 
$
1,020

 
$
29,545

 


 


 


 


 


 


 


 


Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance
$
79,155

 
$
214,681

 
$
171,944

 
$
230,032

 
$
1,049,249

 
$
729,626

 
$
81,095

 
$
2,555,782

 


 


 


 


 


 


 


 


Ending balance, individually evaluated for impairment
$
2,342

 
$
3,288

 
$
927

 
$
3,729

 
$
6,728

 
$
8,217

 
$
48

 
$
25,279

 

 

 

 

 

 

 

 

Ending balance, collectively evaluated for impairment
$
76,813

 
$
211,393

 
$
171,017

 
$
226,303

 
$
1,042,521

 
$
721,409

 
$
81,047

 
$
2,530,503


Page 17

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Changes in the allowance for loan losses for the three and nine months ended September 30, 2017 were as follows:

 
Three Months Ended September 30, 2017
 
Agricultural
 
Commercial and
Financial
 
Real Estate:
Construction and
land development
 
Real Estate:
Mortgage,
farmland
 
Real Estate:
Mortgage,
1 to 4 family
 
Real Estate:
Mortgage, multi-
family and
commercial
 
Other
 
Total
 
(Amounts In Thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
2,341

 
$
4,586

 
$
3,165

 
$
4,009

 
$
8,340

 
$
5,414

 
$
1,095

 
$
28,950

Charge-offs
(27
)
 
(21
)
 

 
(3
)
 
(55
)
 
(86
)
 
(113
)
 
(305
)
Recoveries
56

 
219

 
33

 

 
203

 
7

 
57

 
575

Provision
92

 
(43
)
 
(182
)
 
2

 
98

 
107

 
56

 
130

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance
$
2,462

 
$
4,741

 
$
3,016

 
$
4,008

 
$
8,586

 
$
5,442

 
$
1,095

 
$
29,350


 
Nine Months Ended September 30, 2017
 
Agricultural
 
Commercial and
Financial
 
Real Estate:
Construction and
land development
 
Real Estate:
Mortgage,
farmland
 
Real Estate:
Mortgage,
1 to 4 family
 
Real Estate:
Mortgage, multi-
family and
commercial
 
Other
 
Total
 
(Amounts In Thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
2,947

 
$
4,531

 
$
2,890

 
$
3,417

 
$
7,677

 
$
4,045

 
$
1,023

 
$
26,530

Charge-offs
(66
)
 
(478
)
 
(114
)
 
(3
)
 
(263
)
 
(130
)
 
(410
)
 
(1,464
)
Recoveries
123

 
882

 
443

 

 
570

 
236

 
203

 
2,457

Provision
(542
)
 
(194
)
 
(203
)
 
594

 
602

 
1,291

 
279

 
1,827

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance
$
2,462

 
$
4,741

 
$
3,016

 
$
4,008

 
$
8,586

 
$
5,442

 
$
1,095

 
$
29,350

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance, individually evaluated for impairment
$
653

 
$
913

 
$
46

 
$
784

 
$
110

 
$
409

 
$
85

 
$
3,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance, collectively evaluated for impairment
$
1,809

 
$
3,828

 
$
2,970

 
$
3,224

 
$
8,476

 
$
5,033

 
$
1,010

 
$
26,350

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance
$
76,484

 
$
214,199

 
$
180,574

 
$
208,982

 
$
960,800

 
$
694,771

 
$
84,084

 
$
2,419,894

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance, individually evaluated for impairment
$
6,181

 
$
2,985

 
$
1,161

 
$
8,179

 
$
7,097

 
$
8,097

 
$
85

 
$
33,785

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance, collectively evaluated for impairment
$
70,303

 
$
211,214

 
$
179,413

 
$
200,803

 
$
953,703

 
$
686,674

 
$
83,999

 
$
2,386,109




Page 18

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

The following table presents the credit quality indicators by type of loans in each category as of September 30, 2018 and December 31, 2017, respectively (amounts in thousands):

 
Agricultural
 
Commercial and
Financial
 
Real Estate:
Construction, 1 to 4
family residential
 
Real Estate:
Construction, land
development and
commercial
September 30, 2018
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
Excellent
$
2,466

 
$
2,858

 
$

 
$
393

Good
13,521

 
46,227

 
11,782

 
22,648

Satisfactory
37,824

 
118,659

 
39,457

 
57,043

Monitor
19,630

 
33,612

 
13,516

 
24,687

Special Mention
901

 
7,095

 
782

 
178

Substandard
4,813

 
6,230

 
395

 
1,063

Total
$
79,155

 
$
214,681

 
$
65,932

 
$
106,012


 
Real Estate:
Mortgage,
farmland
 
Real Estate:
Mortgage, 1 to 4
family first liens
 
Real Estate: Mortgage,
1 to 4 family junior
liens
 
Real Estate:
Mortgage, multi-
family
September 30, 2018
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
Excellent
$
3,700

 
$
2,360

 
$
524

 
$
22,139

Good
52,301

 
33,045

 
3,931

 
70,444

Satisfactory
123,898

 
741,877

 
136,420

 
176,519

Monitor
36,890

 
91,612

 
4,930

 
59,380

Special Mention
3,983

 
11,031

 
1,549

 
12,910

Substandard
9,260

 
20,012

 
1,958

 
6,268

Total
$
230,032

 
$
899,937

 
$
149,312

 
$
347,660


 
Real Estate:
Mortgage,
commercial
 
Loans to
individuals
 
Obligations of state and
political subdivisions
 
Total
September 30, 2018
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
Excellent
$
34,798

 
$

 
$
8,329

 
$
77,567

Good
92,947

 
119

 
15,623

 
362,588

Satisfactory
181,337

 
26,800

 
18,522

 
1,658,356

Monitor
58,165

 
705

 
10,675

 
353,802

Special Mention
10,842

 
206

 

 
49,477

Substandard
3,877

 
116

 

 
53,992

Total
$
381,966

 
$
27,946

 
$
53,149

 
$
2,555,782

 

Page 19

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

 
Agricultural
 
Commercial and
Financial
 
Real Estate:
Construction, 1 to 4
family residential
 
Real Estate:
Construction, land
development and
commercial
December 31, 2017
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
Excellent
$
2,585

 
$
10,264

 
$

 
$
2,548

Good
15,755

 
51,620

 
4,710

 
27,296

Satisfactory
40,886

 
116,375

 
47,995

 
35,749

Monitor
17,009

 
29,392

 
15,188

 
39,760

Special Mention
6,898

 
5,576

 
1,845

 
3,358

Substandard
5,447

 
5,405

 

 
884

Total
$
88,580

 
$
218,632

 
$
69,738

 
$
109,595


 
Real Estate:
Mortgage,
farmland
 
Real Estate:
Mortgage, 1 to 4
family first liens
 
Real Estate: Mortgage,
1 to 4 family junior
liens
 
Real Estate:
Mortgage, multi-
family
December 31, 2017
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
Excellent
$
4,751

 
$
2,392

 
$
489

 
$
16,564

Good
54,409

 
30,094

 
4,527

 
75,768

Satisfactory
109,724

 
689,645

 
130,451

 
195,652

Monitor
32,655

 
76,766

 
4,881

 
42,373

Special Mention
5,306

 
12,072

 
1,834

 

Substandard
8,441

 
20,622

 
2,018

 
6,453

Total
$
215,286

 
$
831,591

 
$
144,200

 
$
336,810


 
Real Estate:
Mortgage,
commercial
 
Loans to
individuals
 
Obligations of state and
political subdivisions
 
Total
December 31, 2017
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
Excellent
$
30,355

 
$
1

 
$
8,794

 
$
78,743

Good
98,434

 
118

 
30,607

 
393,338

Satisfactory
179,417

 
25,445

 
14,693

 
1,586,032

Monitor
43,786

 
500

 
3,532

 
305,842

Special Mention
6,303

 
182

 

 
43,374

Substandard
2,901

 
171

 

 
52,342

Total
$
361,196

 
$
26,417

 
$
57,626

 
$
2,459,671



Page 20

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

The below are descriptions of the credit quality indicators:

Excellent – Excellent rated loans are prime quality loans covered by highly liquid collateral with generous margins or supported by superior current financial conditions reflecting substantial net worth, relative to total credit extended, and based on assets of a stable and non-speculative nature whose values can be readily verified. Identified repayment source or cash flow is abundant and assured.

Good – Good rated loans are adequately secured by readily marketable collateral or good financial condition characterized by liquidity, flexibility and sound net worth. Loans are supported by sound primary and secondary payment sources and timely and accurate financial information.

Satisfactory – Satisfactory rated loans are loans to borrowers of average financial means not especially vulnerable to changes in economic or other circumstances, where the major support for the extension is sufficient collateral of a marketable nature, and the primary source of repayment is seen to be clear and adequate.

Monitor – Monitor rated loans are identified by management as warranting special attention for a variety of reasons that may bear on ultimate collectability. This may be due to adverse trends, a particular industry, loan structure, or repayment that is dependent on projections, or a one-time occurrence.

Special Mention – Special mention rated loans are supported by a marginal payment capacity and are marginally protected by collateral.  There are identified weaknesses that if not monitored and corrected may adversely affect the Company’s credit position.  A special mention credit would typically have a weakness in one of the general categories (cash flow, collateral position or payment history) but not in all categories.

Substandard – Substandard loans are not adequately supported by the paying capacity of the borrower and may be inadequately collateralized.  These loans have a well-defined weakness or weaknesses.  For these loans, it is more probable than not that the Company could sustain some loss if the deficiency(ies) is not corrected.





Page 21

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Past due loans as of September 30, 2018 and December 31, 2017 were as follows:

 
30 - 59 Days
Past Due
 
60 - 89 Days
Past Due
 
90 Days
or More
Past Due
 
Total Past
Due
 
Current
 
Total
Loans
Receivable
 
Accruing Loans
Past Due 90
Days or More
 
(Amounts In Thousands)
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Agricultural
$
474

 
$
84

 
$
158

 
$
716

 
$
78,439

 
$
79,155

 
$

Commercial and financial
991

 
545

 

 
1,536

 
213,145

 
214,681

 

Real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction, 1 to 4 family residential
566

 
437

 

 
1,003

 
64,929

 
65,932

 

Construction, land development and commercial
458

 

 

 
458

 
105,554

 
106,012

 

Mortgage, farmland
240

 
751

 

 
991

 
229,041

 
230,032

 

Mortgage, 1 to 4 family first liens
780

 
2,225

 
2,604

 
5,609

 
894,328

 
899,937

 
338

Mortgage, 1 to 4 family junior liens
59

 
88

 

 
147

 
149,165

 
149,312

 

Mortgage, multi-family

 
152

 

 
152

 
347,508

 
347,660

 

Mortgage, commercial
135

 
349

 

 
484

 
381,482

 
381,966

 

Loans to individuals
149

 
53

 
1

 
203

 
27,743

 
27,946

 

Obligations of state and political subdivisions

 

 

 

 
53,149

 
53,149

 

 
$
3,852

 
$
4,684

 
$
2,763

 
$
11,299

 
$
2,544,483

 
$
2,555,782

 
$
338

 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 

 
 

 
 

 
 

 
 

 
 

 
 

Agricultural
$
324

 
$

 
$
269

 
$
593

 
$
87,987

 
$
88,580

 
$

Commercial and financial
447

 
20

 
93

 
560

 
218,072

 
218,632

 

Real estate:
 
 
 
 
 
 
 

 
 
 
 

 
 

Construction, 1 to 4 family residential

 

 

 

 
69,738

 
69,738

 

Construction, land development and commercial
246

 

 

 
246

 
$
109,349

 
109,595

 

Mortgage, farmland
269

 

 

 
269

 
215,017

 
215,286

 

Mortgage, 1 to 4 family first liens
5,143

 
1,750

 
2,939

 
9,832

 
$
821,759

 
831,591

 
971

Mortgage, 1 to 4 family junior liens
579

 
116

 

 
695

 
143,505

 
144,200

 

Mortgage, multi-family

 

 

 

 
$
336,810

 
336,810

 

Mortgage, commercial
307

 
178

 
16

 
501

 
360,695

 
361,196

 

Loans to individuals
206

 
55

 
6

 
267

 
$
26,150

 
26,417

 

Obligations of state and political subdivisions

 

 

 

 
57,626

 
57,626

 

 
$
7,521

 
$
2,119

 
$
3,323

 
$
12,963

 
$
2,446,708

 
$
2,459,671

 
$
971

 

Page 22

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

The Company does not have a material amount of loans that are past due less than 90 days where there are serious doubts as to the ability of the borrowers to comply with the loan repayment terms.

Certain impaired loan information by loan type at September 30, 2018 and December 31, 2017, was as follows:

 
September 30, 2018
 
December 31, 2017
 
Non-accrual
loans (1)
 
Accruing loans
past due 90 days
or more
 
TDR loans
 
Non-
accrual
loans (1)
 
Accruing loans
past due 90 days
or more
 
TDR loans
 
(Amounts In Thousands)
 
(Amounts In Thousands)
Agricultural
$
1,401

 
$

 
$
72

 
$
1,651

 
$

 
$
2,309

Commercial and financial
489

 

 
1,845

 
825

 

 
1,943

Real estate:
 

 
 

 
 

 
 

 
 

 
 

Construction, 1 to 4 family residential

 

 

 

 

 

Construction, land development and commercial

 

 
330

 

 

 
339

Mortgage, farmland
1,167

 

 
3,313

 
1,391

 

 
1,451

Mortgage, 1 to 4 family first liens
5,064

 
338

 
1,302

 
4,407

 
971

 
1,357

Mortgage, 1 to 4 family junior liens

 

 
25

 
7

 

 
25

Mortgage, multi-family
152

 

 

 
218

 

 

Mortgage, commercial
1,049

 

 
948

 
597

 

 
1,046

 
$
9,322

 
$
338

 
$
7,835

 
$
9,096

 
$
971

 
$
8,470


(1)
There were $4.15 million and $3.62 million of TDR loans included within nonaccrual loans as of September 30, 2018 and December 31, 2017, respectively.

Loans 90 days or more past due that are still accruing interest decreased $0.63 million from December 31, 2017 to September 30, 2018 due to a decrease in the number of accruing loans past due 90 days or more and a decrease in the average accruing balance of loans past due greater than 90 days. As of September 30, 2018 there were 3 accruing loans past due 90 days or more. The average accruing loans past due as of September 30, 2018 are $0.11 million. There were 8 accruing loans past due 90 days or more as of December 31, 2017 and the average loan balance was $0.12 million. The accruing loans past due 90 days or more balances are believed to be adequately collateralized and the Company expects to collect all principal and interest as contractually due under these loans.
 
The Company may modify the terms of a loan to maximize the collection of amounts due.  Such a modification is considered a troubled debt restructuring (“TDR”).  In most cases, the modification is either a reduction in interest rate, conversion to interest only payments or an extension of the maturity date.  The borrower is experiencing financial difficulties or is expected to experience difficulties in the near-term, so a concessionary modification is granted to the borrower that would otherwise not be considered.  TDR loans accrue interest as long as the borrower complies with the revised terms and conditions and has demonstrated repayment performance at a level commensurate with the modified terms over several payment cycles.


Page 23

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Below is a summary of information for TDR loans as of September 30, 2018 and December 31, 2017:

 
September 30, 2018
 
December 31, 2017
 
Number
of
contracts
 
Recorded
investment
 
Commitments
outstanding
 
Number
of
contracts
 
Recorded
investment
 
Commitments
outstanding
 
 
 
(Amounts In Thousands)
 
 
 
(Amounts In Thousands)
Agricultural
4

 
$
1,306

 
$
582

 
9

 
$
3,628

 
$
321

Commercial and financial
13

 
2,269

 
85

 
14

 
2,575

 
169

Real estate:
 
 
 
 
 
 
 
 
 
 
 
Construction, 1 to 4 family residential

 

 

 

 

 
16

Construction, land development and commercial
2

 
330

 

 
2

 
339

 

Mortgage, farmland
8

 
4,407

 

 
7

 
2,761

 

Mortgage, 1 to 4 family first liens
17

 
1,760

 

 
13

 
1,442

 

Mortgage, 1 to 4 family junior liens
1

 
25

 

 
1

 
25

 
24

Mortgage, multi-family

 

 

 

 

 

Mortgage, commercial
9

 
1,885

 

 
8

 
1,324

 

Loans to individuals

 

 

 

 

 

 
54

 
$
11,982

 
$
667

 
54

 
$
12,094

 
$
530


The following is a summary of TDR loans that were modified during the three and nine months ended September 30, 2018:
 
Three Months Ended September 30, 2018
Nine Months Ended September 30, 2018
 
Number
of
contracts
 
Pre-modification
recorded
investment
 
Post-modification
recorded
investment
Number
of
contracts
 
Pre-modification
recorded
investment
 
Post-modification
recorded
investment
 
 
 
(Amounts In Thousands)
 
 
(Amounts In Thousands)
Agricultural

 
$

 
$


 
$

 
$

Commercial and financial
2

 
80

 
80

4

 
541

 
541

Real estate:
 

 
 

 
 

 

 
 

 
 
Construction, 1 to 4 family residential

 

 


 

 

Construction, land development and commercial

 

 


 

 

Mortgage, farmland

 

 

2

 
4,944

 
4,944

Mortgage, 1 to 4 family first lien

 

 

6

 
627

 
627

Mortgage, 1 to 4 family junior liens

 

 


 

 

Mortgage, multi-family

 

 


 

 

Mortgage, commercial
1

 
578

 
578

2

 
852

 
852

 
3

 
$
658

 
$
658

14

 
$
6,964

 
$
6,964


Page 24

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

The Company had commitments to lend $0.67 million in additional borrowings to restructured loan customers as of September 30, 2018.  The Company had commitments to lend $0.53 million in additional borrowings to restructured loan customers as of December 31, 2017.  These commitments were in the normal course of business.  The additional borrowings were not used to facilitate payments on these loans.

There were no TDR loans that were in payment default (defined as past due 90 days or more) during the period ended September 30, 2018 and none for the year ended December 31, 2017.





Page 25

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Information regarding impaired loans as of and for the three and nine months ended September 30, 2018 is as follows:
 
September 30, 2018
 
Three Months Ended 
 September 30, 2018
 
Nine Months Ended September 30, 2018
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Average Recorded
Investment
 
Interest Income
Recognized
 
Average Recorded
Investment
 
Interest Income
Recognized
With no related allowance recorded:
(Amounts In Thousands)
 
 
 
 
Agricultural
$
2,224

 
$
2,525

 
$

 
$
2,850

 
$
15

 
$
1,905

 
$
14

Commercial and financial
1,515

 
2,208

 

 
1,633

 
14

 
1,781

 
44

Real estate:
 

 
 

 
 

 
 

 
 
 
 

 
 

Construction, 1 to 4 family residential
111

 
148

 

 
111

 
1

 
113

 
4

Construction, land development and commercial
330

 
347

 

 
331

 
3

 
334

 
10

Mortgage, farmland
3,729

 
4,147

 

 
3,744

 
32

 
3,126

 
67

Mortgage, 1 to 4 family first liens
5,562

 
7,162

 

 
5,708

 
10

 
5,827

 
29

Mortgage, 1 to 4 family junior liens

 
256

 

 

 

 

 

Mortgage, multi-family
152

 
218

 

 
153

 

 
156

 

Mortgage, commercial
1,922

 
2,510

 

 
2,041

 
10

 
1,965

 
32

Loans to individuals

 
14

 

 

 

 

 

 
$
15,545

 
$
19,535

 
$

 
$
16,571

 
$
85

 
$
15,207

 
$
200

 
 
 
 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 

 
 

 
 

 
 

 
 

 
 

 
 

Agricultural
$
118

 
$
118

 
$
118

 
$
118

 
$
2

 
$
184

 
$
8

Commercial and financial
1,773

 
1,873

 
1,165

 
1,821

 
22

 
2,028

 
74

Real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 

Construction, 1 to 4 family residential

 

 

 

 

 

 

Construction, land development and commercial
486

 
486

 
3

 
492

 
6

 
495

 
17

Mortgage, farmland

 

 

 

 

 

 

Mortgage, 1 to 4 family first liens
1,142

 
1,198

 
88

 
1,147

 
10

 
1,169

 
30

Mortgage, 1 to 4 family junior liens
24

 
24

 
3

 
25

 

 
25

 
1

Mortgage, multi-family
6,067

 
6,067

 
39

 
6,083

 
69

 
6,123

 
207

Mortgage, commercial
76

 
76

 
1

 
76

 
1

 
77

 
3

Loans to individuals
48

 
48

 
48

 
54

 
2

 
66

 
6

 
$
9,734

 
$
9,890

 
$
1,465

 
$
9,816

 
$
112

 
$
10,167

 
$
346

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total:
 

 
 

 
 

 
 

 
 

 
 

 
 

Agricultural
$
2,342

 
$
2,643

 
$
118

 
$
2,968

 
$
17

 
$
2,089

 
$
22

Commercial and financial
3,288

 
4,081

 
1,165

 
3,454

 
36

 
3,809

 
118

Real estate:
 

 
 

 
 

 
 

 
 

 
 

 
 

Construction, 1 to 4 family residential
111

 
148

 

 
111

 
1

 
113

 
4

Construction, land development and commercial
816

 
833

 
3

 
823

 
9

 
829

 
27

Mortgage, farmland
3,729

 
4,147

 

 
3,744

 
32

 
3,126

 
67

Mortgage, 1 to 4 family first liens
6,704

 
8,360

 
88

 
6,855

 
20

 
6,996

 
59

Mortgage, 1 to 4 family junior liens
24

 
280

 
3

 
25

 

 
25

 
1

Mortgage, multi-family
6,219

 
6,285

 
39

 
6,236

 
69

 
6,279

 
207

Mortgage, commercial
1,998

 
2,586

 
1

 
2,117

 
11

 
2,042

 
35

Loans to individuals
48

 
62

 
48

 
54

 
2

 
66

 
6

 
$
25,279

 
$
29,425

 
$
1,465

 
$
26,387

 
$
197

 
$
25,374

 
$
546


Page 26

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Information regarding impaired loans as of December 31, 2017 is as follows:

 
Recorded
Investment
 
Unpaid Principal
Balance
 
Related
Allowance
With no related allowance recorded:
(Amounts In Thousands)
Agricultural
$
1,822

 
$
2,193

 
$

Commercial and financial
1,725

 
2,487

 

Real estate:
 

 
 

 
 

Construction, 1 to 4 family residential
114

 
150

 

Construction, land development and commercial
338

 
371

 

Mortgage, farmland
2,523

 
2,902

 

Mortgage, 1 to 4 family first liens
6,045

 
7,507

 

Mortgage, 1 to 4 family junior liens
7

 
482

 

Mortgage, multi-family
218

 
355

 

Mortgage, commercial
1,564

 
2,274

 

Loans to individuals

 
14

 

 
$
14,356

 
$
18,735

 
$

 
 
 
 
 
 
With an allowance recorded:
 

 
 

 
 

Agricultural
$
3,094

 
$
3,149

 
$
133

Commercial and financial
1,043

 
1,043

 
1,018

Real estate:
 

 
 

 
 

Construction, 1 to 4 family residential

 

 

Construction, land development and commercial
505

 
505

 
39

Mortgage, farmland
5,439

 
5,439

 
238

Mortgage, 1 to 4 family first liens
577

 
593

 
63

Mortgage, 1 to 4 family junior liens
25

 
25

 
3

Mortgage, multi-family
6,179

 
6,179

 
480

Mortgage, commercial
79

 
79

 
2

Loans to individuals
190

 
190

 
190

 
$
17,131

 
$
17,202

 
$
2,166

 
 
 
 
 
 
Total:
 

 
 

 
 

Agricultural
$
4,916

 
$
5,342

 
$
133

Commercial and financial
2,768

 
3,530

 
1,018

Real estate:
 

 
 

 
 

Construction, 1 to 4 family residential
114

 
150

 

Construction, land development and commercial
843

 
876

 
39

Mortgage, farmland
7,962

 
8,341

 
238

Mortgage, 1 to 4 family first liens
6,622

 
8,100

 
63

Mortgage, 1 to 4 family junior liens
32

 
507

 
3

Mortgage, multi-family
6,397

 
6,534

 
480

Mortgage, commercial
1,643

 
2,353

 
2

Loans to individuals
190

 
204

 
190

 
$
31,487

 
$
35,937

 
$
2,166



Page 27

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Impaired loans decreased $6.21 million from December 31, 2017 to September 30, 2018.  Impaired loans include any loan that has been placed on nonaccrual status, accruing loans past due 90 days or more and TDR loans.  Impaired loans also include loans that, based on management’s evaluation of current information and events, the Company expects to be unable to collect in full according to the contractual terms of the original loan agreement.  Impaired loans were 0.99% of loans held for investment as of September 30, 2018 and 1.28% as of December 31, 2017.  The decrease in impaired loans is due mainly to a decrease of $7.40 million in relationships with a specific allowance for losses, a $0.63 million decrease in 90 days or more accruing loans and a decrease in TDR loans of $0.11 million, and is offset by an increase in impaired loans without a specific allowance for losses of $1.19 million and an increase in nonaccrual loans of $0.23 million from December 31, 2017 to September 30, 2018.

The Company regularly reviews a substantial portion of the loans in the portfolio and assesses whether the loans are impaired in accordance with ASC 310.  If the loans are impaired, the Company determines if a specific allowance is appropriate.  In addition, the Company's management also reviews and, where determined necessary, provides allowances for particular loans based upon (1) reviews of specific borrowers and (2) management’s assessment of areas that management considers are of higher credit risk, including loans that have been restructured.  Loans that are determined not to be impaired and for which there are no specific allowances are classified into one or more risk categories. Based upon the risk category assigned, the Company allocates a percentage, as determined by management, for a required allowance needed.  The determination of the appropriate percentage begins with historical loss experience factors, which are then adjusted for levels and trends in past due loans, levels and trends in charged-off and recovered loans, trends in volume growth, trends in problem and watch loans, trends in restructured loans, local economic trends and conditions, industry and other conditions, and effects of changing interest rates.

Specific allowances for losses on impaired loans are established if the loan balances exceed the net present value of the relevant future cash flows or the fair value of the relevant collateral based on updated appraisals and/or updated collateral analysis for the properties if the loan is collateral dependent.  The Company may recognize a charge off or record a specific allowance related to an impaired loan if there is a collateral shortfall or it is unlikely the borrower can make all principal and interest payments as contractually due.

For loans that are collateral dependent, losses are evaluated based on the portion of a loan that exceeds the fair market value of the collateral.  In general, this is the amount that the carrying value of the loan exceeds the related appraised value less estimated costs to sell the collateral.  Generally, it is the Company’s policy not to rely on appraisals that are older than one year prior to the date the impairment is being measured.  The most recent appraisal values may be adjusted if, in the Company’s judgment, experience and other market data indicate that the property’s value, use, condition, exit market or other variable affecting its value may have changed since the appraisal was performed, consistent with the December 2006 joint interagency guidance on the allowance for loan losses.  The charge off or loss adjustment supported by an appraisal is considered the minimum charge off.  Any adjustments made to the appraised value are to provide an additional charge off or specific reserve based on the applicable facts and circumstances.  In instances where there is an estimated decline in value, a specific reserve may be provided or a charge off taken pending confirmation of the amount of the loss from an updated appraisal.  Upon receipt of the new appraisals, an additional specific reserve may be provided or charge off taken based on the appraised value of the collateral.  On average, appraisals are obtained within one month of order.


Page 28

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Note 6.
Fair Value Measurements

The carrying value and estimated fair values of the Company's financial instruments as of September 30, 2018 are as follows:
 
September 30, 2018
 
Carrying
Amount
 
Estimated Fair
Value
 
Readily
Available
Market
Prices(1)
 
Observable
Market
Prices(2)
 
Company
Determined
Market
Prices(3)
 
(Amounts In Thousands)
Financial instrument assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
192,723

 
$
192,723

 
$
192,723

 
$

 
$

Investment securities
304,474

 
304,474

 

 
304,474

 

Loans held for sale
3,403

 
3,403

 

 

 
3,403

Loans
 

 
 

 
 

 
 

 
 

Agricultural
77,125

 
79,007

 

 

 
79,007

Commercial and financial
209,600

 
210,339

 

 

 
210,339

Real estate:
 

 


 
 

 
 

 
 

Construction, 1 to 4 family residential
64,755

 
65,949

 

 

 
65,949

Construction, land development and commercial
104,321

 
102,867

 

 

 
102,867

Mortgage, farmland
226,497

 
227,368

 

 

 
227,368

Mortgage, 1 to 4 family first liens
891,649

 
867,383

 

 

 
867,383

Mortgage, 1 to 4 family junior liens
147,983

 
143,265

 

 

 
143,265

Mortgage, multi-family
344,900

 
336,147

 

 

 
336,147

Mortgage, commercial
378,863

 
369,365

 

 

 
369,365

Loans to individuals
27,303

 
27,765

 

 

 
27,765

Obligations of state and political subdivisions
52,724

 
51,762

 

 

 
51,762

Accrued interest receivable
12,710

 
12,710

 

 
12,710

 

Total financial instrument assets
$
3,039,030

 
$
2,994,527

 
$
192,723

 
$
317,184

 
$
2,484,620

Financial instrument liabilities
 

 
 

 
 

 
 

 
 

Deposits
 

 
 

 
 

 
 

 
 

Noninterest-bearing deposits
$
374,927

 
$
374,927

 
$

 
$
374,927

 
$

Interest-bearing deposits
2,113,825

 
2,122,255

 

 
2,122,255

 

Other borrowings

 

 

 

 

Federal Home Loan Bank borrowings
215,000

 
207,705

 

 
207,705

 

Interest rate swaps
932

 
932

 

 
932

 

Accrued interest payable
1,708

 
1,708

 

 
1,708

 

Total financial instrument liabilities
$
2,706,392

 
$
2,707,527

 
$

 
$
2,707,527

 
$

 
 
 
 
 
 
 
 
 
 
 
Face Amount
 
 

 
 

 
 

 
 

Financial instrument with off-balance sheet risk:
 

 
 

 
 

 
 

 
 

Loan commitments
$
407,101

 
$

 
$

 
$

 
$

Letters of credit
7,841

 

 

 

 

Total financial instrument liabilities with off-balance-sheet risk
$
414,942

 
$

 
$

 
$

 
$

(1)
Considered Level 1 under Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”).
(2)
Considered Level 2 under ASC 820.
(3)
Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.

Page 29

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

The carrying value and estimated fair values of the Company's financial instruments as of December 31, 2017 are as follows:

 
December 31, 2017
 
Carrying
Amount
 
Estimated Fair
Value
 
Readily
Available
Market
Prices(1)
 
Observable
Market
Prices(2)
 
Company
Determined
Market
Prices(3)
 
(Amounts In Thousands)
Financial instrument assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
154,353

 
$
154,353

 
$
154,353

 
$

 
$

Investment securities
300,160

 
300,160

 

 
300,160

 

Loans held for sale
5,162

 
5,162

 

 
5,162

 

Loans
 

 
 

 
 

 
 

 
 

Agricultural
86,286

 
86,229

 

 

 
86,229

Commercial and financial
213,795

 
212,244

 

 

 
212,244

Real estate:
 

 
 

 
 

 
 

 
 

Construction, 1 to 4 family residential
68,545

 
69,036

 

 

 
69,036

Construction, land development and commercial
107,799

 
108,651

 

 

 
108,651

Mortgage, farmland
211,617

 
211,947

 

 

 
211,947

Mortgage, 1 to 4 family first liens
824,222

 
818,083

 

 

 
818,083

Mortgage, 1 to 4 family junior liens
142,901

 
142,180

 

 

 
142,180

Mortgage, multi-family
334,019

 
329,344

 

 

 
329,344

Mortgage, commercial
358,287

 
353,796

 

 

 
353,796

Loans to individuals
25,635

 
25,610

 

 

 
25,610

Obligations of state and political subdivisions
57,165

 
55,066

 

 

 
55,066

Accrued interest receivable
10,772

 
10,772

 

 
10,772

 

Total financial instrument assets
$
2,900,718

 
$
2,882,633

 
$
154,353

 
$
316,094

 
$
2,412,186

Financial instrument liabilities:
 

 
 

 
 

 
 

 
 

Deposits
 

 
 

 
 

 
 

 
 

Noninterest-bearing deposits
$
363,817

 
$
363,817

 
$

 
$
363,817

 
$

Interest-bearing deposits
1,924,748

 
1,934,442

 

 
1,934,442

 

Other borrowings

 

 

 

 

Federal Home Loan Bank borrowings
295,000

 
284,442

 

 
284,442

 

Interest rate swaps
2,819

 
2,819

 
 
 
2,819

 
 
Accrued interest payable
1,290

 
1,290

 

 
1,290

 

Total financial instrument liabilities
$
2,587,674

 
$
2,586,810

 
$

 
$
2,586,810

 
$

 
 
 
 
 
 
 
 
 
 
 
Face Amount
 
 

 
 

 
 

 
 

Financial instrument with off-balance sheet risk:
 

 
 

 
 

 
 

 
 

Loan commitments
$
380,877

 
$

 
$

 
$

 
$

Letters of credit
9,113

 

 

 

 

Total financial instrument liabilities with off-balance-sheet risk
$
389,990

 
$

 
$

 
$

 
$

 
(1)
Considered Level 1 under ASC 820.
(2)
Considered Level 2 under ASC 820.
(3)
Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.

Page 30

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Fair value of financial instruments:  FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) provides a single definition for fair value, a framework for measuring fair value and expanded disclosures concerning fair value.  Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company determines the fair market value of its financial instruments based on the fair value hierarchy established in ASC 820.  There are three levels of inputs that may be used to measure fair value as follows:

 
Level 1
Quoted prices in active markets for identical assets or liabilities.
 
Level 2
Observable inputs other than quoted prices included within Level 1.  Observable inputs include the quoted prices for similar assets or liabilities in markets that are not active and inputs other than quoted prices that are observable for the asset or liability.
 
Level 3
Unobservable inputs supported by little or no market activity for financial instruments.  Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

It is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements.  The Company is required to use observable inputs, to the extent available, in the fair value estimation process unless that data results from forced liquidations or distressed sales. 

The following is a description of valuation methodologies used for assets and liabilities recorded at fair value and for estimating fair value for assets or liabilities not recorded at fair value.

ASSETS

Cash and cash equivalents:  The carrying amounts reported in the consolidated balance sheets for cash and short-term instruments approximate their fair values (Level 1).

Investment securities available for sale:  Investment securities available for sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted prices, if available.  If a quoted price is not available, the fair value is obtained from benchmarking the security against similar securities.  All of the Company’s securities are considered Level 2.

The pricing for investment securities is obtained from an independent source.  There are no Level 1 or Level 3 investment securities owned by the Company.  The Company obtains an understanding of the independent source’s valuation methodologies used to determine fair value by level of security. The Company validates assigned fair values on a sample basis using an additional third-party provider pricing service to determine if the fair value measurement is reasonable.  Due to the nature of our investment portfolio, we do not expect significant and unusual fluctuations as fair value changes primarily relate to interest rate changes.   No unusual fluctuations were identified during the nine months ended September 30, 2018.   If a fluctuation requiring investigation was identified, the Company would research the change with the independent source or other available information.

Loans held for sale and Loans:  ASU 2016-1, Financial Instruments -Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. This update is effective for financial statement periods beginning after December 15, 2017. Therefore, the fair value presented herein may not be comparable to prior periods. Methodologies utilized for this financial statement period are as follows:

•Income Approach: Fair value is determined based on a discounted cash flow analysis. The discounted cash flow analysis was based on the contractual maturity of the loan and market indications of rates, prepayment speeds, defaults and credit risk.

•Asset Approach: Fair value is determined based on the estimated values of the underlying collateral or individual analysis of receipts. This provides a better indication of value than the contractual income streams as these loans are not performing or exhibit strong signs indicative of non-performance.

Page 31

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


Fair value has been estimated in accordance with ASC 820, Fair Value Measurements and Disclosures, and is intended to represent the price that would be received in an orderly transaction between market participants as of the measurement date. In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, at least one significant assumption not observable in the market was utilized. These unobservable assumptions reflect estimates that market participants would use in pricing the asset or liability. Inputs to these valuation techniques are subjective in nature, involve uncertainties and require significant judgment and therefore cannot be determined with precision. Accordingly, the fair value estimates presented are not necessarily indicative of the amounts to be realized in a current market exchange. Loans are classified as Level 3.

Foreclosed assets:  The Company does not record foreclosed assets at fair value on a recurring basis.  Foreclosed assets consist mainly of other real estate owned but may include other types of assets repossessed by the Company.  Foreclosed assets are adjusted to the lower of carrying value or fair value less the cost of disposal.   Fair value is generally based upon independent market prices or appraised values of the collateral, and may include a marketability discount as deemed necessary by management based on its experience with similar types of real estate.  The value of foreclosed assets is evaluated periodically as a nonrecurring fair value adjustment.  Foreclosed assets are classified as Level 3.

Off-balance sheet instruments:  Fair values for outstanding letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standing.  The fair value of the outstanding letters of credit is not significant. Unfunded loan commitments are not valued since the loans are generally priced at market at the time of funding (Level 2).

Accrued interest receivable:  The fair value of accrued interest receivable equals the amount receivable due to the current nature of the amounts receivable (Level 2).

Non-marketable equity investments:  Non-marketable equity investments are recorded under the cost or equity method of accounting.  There are generally restrictions on the sale and/or liquidation of these investments, including stock of the Federal Home Loan Bank.  The carrying value of stock of the Federal Home Loan Bank approximates fair value (Level 2).

LIABILITIES

Deposit liabilities:  Deposit liabilities are carried at historical cost.  The fair value of demand deposits, savings accounts and certain money market account deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities.  If the fair value of the fixed maturity certificates of deposit is calculated at less than the carrying amount, the carrying value of these deposits is reported as the fair value (Level 2).  Deposit liabilities are classified as Level 2 due to available prices for similar liabilities in the market.

Other borrowings:  Other borrowings are carried at historical cost and include federal funds purchased and securities sold under agreements to repurchase.  The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the liability and its expected realization (Level 2). Other borrowings are classified as Level 2 due to available prices for similar liabilities in the market.

Federal Home Loan Bank borrowings:  Federal Home Loan Bank borrowings are recorded at historical cost.  The fair values of the Company’s Federal Home Loan Bank borrowings are estimated using discounted cash flow analysis, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements (Level 2).  Federal Home Loan Bank borrowings are classified as Level 2 due to available prices for similar liabilities in the market.

Interest Rate Swap Agreements: The fair value is estimated using forward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be corroborated by observable market data (Level 2).

Accrued interest payable:  The fair value of accrued interest payable equals the amount payable due to the current nature of the amounts payable (Level 2).


Page 32

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The table below represents the balances of assets and liabilities measured at fair value on a recurring basis:

 
September 30, 2018
 
Readily
Available
Market
Prices(1)
 
Observable
Market Prices(2)
 
Company
Determined
Market
Prices(3)
 
Total at Fair
Value
Securities available for sale
(Amounts In Thousands)
U.S. Treasury
$

 
$
82,353

 
$

 
$
82,353

State and political subdivisions

 
175,216

 

 
175,216

Other securities (FHLB, FHLMC and FNMA)

 
34,733

 

 
34,733

Derivative Financial Instruments
 
 
 
 
 
 
 
Interest rate swaps
$

 
(932
)
 
$

 
(932
)
Total
$

 
$
291,370

 
$

 
$
291,370


 
December 31, 2017
 
Readily
Available
Market
Prices(1)
 
Observable
Market Prices(2)
 
Company
Determined
Market
Prices(3)
 
Total at Fair
Value
Securities available for sale
(Amounts In Thousands)
U.S. Treasury
$

 
$
54,318

 
$

 
$
54,318

State and political subdivisions

 
186,878

 

 
186,878

Other securities (FHLB, FHLMC and FNMA)

 
43,959

 

 
43,959

Derivative Financial Instruments
 
 
 
 
 
 
 
Interest rate swaps

 
(2,819
)
 

 
(2,819
)
Total
$

 
$
282,336

 
$

 
$
282,336

 
(1)
Considered Level 1 under ASC 820.
(2)
Considered Level 2 under ASC 820.
(3)
Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.

There were no transfers between Levels 1, 2 or 3 during the nine months ended September 30, 2018 and the year ended December 31, 2017.



Page 33

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The Company is required to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP.  These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets.  The valuation methodologies used to measure these fair value adjustments are described above.    The following tables present the Company’s assets that are measured at fair value on a nonrecurring basis.

 
September 30, 2018
 
Three Months Ended September 30, 2018
Nine Months Ended September 30, 2018
 
Readily
Available
Market
Prices(1)
 
Observable
Market
Prices(2)
 
Company
Determined
Market
Prices(3)
 
Total at
Fair
Value
 
Total Losses
Total Losses
 
(Amounts in Thousands)
 
 
 
Loans (4)
 
 
 
 
 
 
 
 
 
 
Agricultural
$

 
$

 
$
1,401

 
$
1,401

 
$

$
63

Commercial and financial

 

 
2,039

 
2,039

 
(14
)
122

Real Estate:
 
 
 
 
 
 
 
 
 

Construction, 1 to 4 family residential

 

 

 

 


Construction, land development and commercial

 

 
701

 
701

 


Mortgage, farmland

 

 
3,964

 
3,964

 


Mortgage, 1 to 4 family first liens

 

 
6,232

 
6,232

 
169

313

Mortgage, 1 to 4 family junior liens

 

 
22

 
22

 

60

Mortgage, multi-family

 

 
6,180

 
6,180

 


Mortgage, commercial

 

 
1,502

 
1,502

 
186

258

Loans to individuals

 

 

 

 


Foreclosed assets (5)

 

 

 

 


Total
$

 
$

 
$
22,041

 
$
22,041

 
$
341

$
816

 
(1)
Considered Level 1 under ASC 820.
(2)
Considered Level 2 under ASC 820.
(3)
Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.
(4)
Represents carrying value and related write-downs of loans for which adjustments are based on the value of the collateral. The carrying value of loans fully-charged off is zero.
(5)
Represents the fair value and related losses of foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets.


Page 34

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis (continued)

 
December 31, 2017
 
Year Ended December 31, 2017
 
Readily
Available
Market
Prices(1)
 
Observable
Market
Prices(2)
 
Company
Determined
Market
Prices(3)
 
Total at Fair
Value
 
Total Losses
 
(Amounts in Thousands)
 
 
Loans (4)
 
 
 
 
 
 
 
 
 
Agricultural
$

 
$

 
$
4,704

 
$
4,704

 
$
127

Commercial and financial

 

 
1,555

 
1,555

 
159

Real Estate:
 
 
 
 
 
 
 
 
 
Construction, 1 to 4 family residential

 

 
729

 
729

 

Construction, land development and commercial

 

 

 

 

Mortgage, farmland

 

 
7,190

 
7,190

 

Mortgage, 1 to 4 family first liens

 

 
5,548

 
5,548

 
404

Mortgage, 1 to 4 family junior liens

 

 
25

 
25

 
88

Mortgage, multi-family

 

 
6,397

 
6,397

 

Mortgage, commercial

 

 
1,063

 
1,063

 
111

Loans to individuals

 

 

 

 
20

Foreclosed assets (5)

 

 

 

 

Total
$

 
$

 
$
27,211

 
$
27,211

 
$
909


(1)
Considered Level 1 under ASC 820.
(2)
Considered Level 2 under ASC 820.
(3)
Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.
(4)
Represents carrying value and related write-downs of loans for which adjustments are based on the value of the collateral. The carrying value of loans fully-charged off is zero.
(5)
Represents the fair value and related losses of foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets.

Note 7.
Stock Repurchase Program

On July 26, 2005, the Company’s Board of Directors authorized a program to repurchase up to a total of 1,500,000 shares of the Company’s common stock (the “2005 Stock Repurchase Program”).  The Company’s Board of Directors has authorized the 2005 Stock Repurchase Program through December 31, 2019.  The Company expects the purchases pursuant to the 2005 Stock Repurchase Program to be made from time to time in private transactions at a price equal to the most recent quarterly independent appraisal of the shares of the Company’s common stock and with the Board reviewing the overall results of the 2005 Stock Repurchase Program on a quarterly basis.  All purchases made pursuant to the 2005 Stock Repurchase Program since its inception have been made on that basis.  The amount and timing of stock repurchases will be based on various factors, such as the Board’s assessment of the Company’s capital structure and liquidity, the amount of interest shown by shareholders in selling shares of stock to the Company at their appraised value, and applicable regulatory, legal and accounting factors.  The Company has purchased 1,106,998 shares of its common stock in privately negotiated transactions from August 1, 2005 through September 30, 2018.  Of these 1,106,998 shares, 40,818 shares were purchased during the quarter ended September 30, 2018, at an average price per share of $58.54.

Page 35

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Note 8.
Commitments and Contingencies

Concentrations of credit risk:  The Bank’s loans, commitments to extend credit, unused lines of credit and outstanding letters of credit have been granted to customers within the Bank's market area.  Investments in securities issued by state and political subdivisions within the state of Iowa totaled approximately $76.18 million.  The concentrations of credit by type of loan are set forth in Note 5 to the Consolidated Financial Statements.  Outstanding letters of credit were granted primarily to commercial borrowers.  Although the Bank has a diversified loan portfolio, a substantial portion of its debtors' ability to honor their contracts is dependent upon the economic conditions in Johnson, Linn and Washington Counties, Iowa.

Contingencies:  In the normal course of business, the Company and Bank are involved in various legal proceedings.  While the ultimate outcome of such legal proceedings cannot be predicted with certainty, after reviewing pending and threatened litigation with counsel, management believes at this time that the outcome of such litigation will not have a material adverse effect on the Company's business, financial condition or results of operations.

Financial instruments with off-balance sheet risk:  The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit, credit card participations and standby letters of credit.  These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, credit card participations and standby letters of credit is represented by the contractual amount of those instruments.  The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.  A summary of the Bank’s commitments at September 30, 2018 and December 31, 2017 is as follows:
 
 
September 30, 2018
 
December 31, 2017
 
(Amounts In Thousands)
Firm loan commitments and unused portion of lines of credit:
 
 
 
Home equity loans
$
60,442

 
$
55,171

Credit cards
52,882

 
49,235

Commercial, real estate and home construction
104,426

 
117,021

Commercial lines and real estate purchase loans
189,351

 
159,450

Outstanding letters of credit
7,841

 
9,113

 
Note 9.
Income Taxes

Federal income tax expense for the nine months ended September 30, 2018 and 2017 was computed using the consolidated effective federal tax rate.  The Company also recognized income tax expense pertaining to state franchise taxes payable individually by the subsidiary bank.  The Company files a consolidated tax return for federal purposes and separate tax returns for State of Iowa purposes.  The tax years ended December 31, 2017, 2016, and 2015 remain subject to examination by the Internal Revenue Service.  For state tax purposes, the tax years ended December 31, 2017, 2016, and 2015 remain open for examination.  There were no material unrecognized tax benefits at September 30, 2018  and December 31, 2017 and therefore no interest or penalties on unrecognized tax benefits has been recorded.  As of September 30, 2018, the Company does not anticipate any significant increase in unrecognized tax benefits during the twelve-month period ending September 30, 2019. Income taxes as a percentage of income before taxes were 20.05% for the nine months ended September 30, 2018 and 30.48% for the same period in 2017

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act established new tax laws that reduced the U.S. federal corporate income tax rate from 35% to 21% in 2018.

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HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


Note 10.
Derivative Financial Instruments

In the normal course of business, the Bank may use derivative financial instruments to manage its interest rate risk.  These instruments carry varying degrees of credit, interest rate and market or liquidity risks.  Derivative instruments are recognized as either assets or liabilities in the accompanying financial statement and are measured at fair value.  The Bank’s objectives are to add stability to its net interest margin and to manage its exposure to movements in interest rates.  The contract or notional amount of a derivative is used to determine, along with the other terms of the derivative, the amount to be exchanged between the counterparties.  The Bank is exposed to credit risk in the event of nonperformance by counterparties to financial instruments.  The Bank minimizes this risk by entering into derivative contracts with large, stable financial institutions.  The Bank has not experienced any losses from nonperformance by counterparties.  The Bank monitors counterparty risk in accordance with the provisions of ASC 815.  In addition, the Bank’s interest rate-related derivative instruments contain language outlining collateral pledging requirements for each counterparty.  Collateral must be posted when the market value exceeds certain threshold limits which are determined by credit ratings of each counterparty.  The Bank was required to pledge $0.93 million of collateral as of September 30, 2018.

Cash Flow Hedges:

The Bank executed two forward-starting interest rate swap transactions on November 7, 2013.  One of the interest rate swap transactions had an effective date of November 9, 2015, and an expiration date of November 9, 2020, effectively converting $25.00 million of variable rate debt to fixed rate debt.  The other interest rate swap transaction had an effective date of November 7, 2016 and an expiration date of November 7, 2023, effectively converting $25.00 million of variable rate debt to fixed rate debt.  For accounting purposes, these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in three-month LIBOR, the benchmark interest rate being hedged, associated with the interest payments made on an amount of the Bank’s debt principal equal to the then-outstanding swap notional amount.  At inception, the Bank asserted that the underlying principal balance would remain outstanding throughout the hedge transaction making it probable that sufficient LIBOR-based interest payments would exist through the maturity date of the swaps.

The table below identifies the balance sheet category and fair values of the Bank’s derivative instruments designated as cash flow hedges as of September 30, 2018 and December 31, 2017:

 
Notional
Amount
 
Fair
Value
 
Balance
Sheet
Category
 
Maturity
 
(Amounts in Thousands)
 
 
September 30, 2018
 
 
 
 
 
 
    
Interest rate swap
$
25,000

 
$
26

 
Other Liabilities
 
11/9/2020
Interest rate swap
25,000

 
(958
)
 
Other Liabilities
 
11/7/2023
 
 
 
 
 
 
 
 
December 31, 2017
 

 
 

 
 
 
    
Interest rate swap
$
25,000

 
$
(582
)
 
Other Liabilities
 
11/9/2020
Interest rate swap
25,000

 
(2,237
)
 
Other Liabilities
 
11/7/2023



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HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

The table below identifies the gains and losses recognized on the Bank’s derivative instruments designated as cash flow hedges for the nine months ended September 30, 2018 and year ended December 31, 2017:

 
Effective Portion
 
Ineffective Portion
 
Recognized
in OCI
 
Reclassifed from AOCI into
Income
 
Recognized in Income on
Derivatives
 
Amount of
Gain (Loss)
 
Category
 
Amount
of Gain
(Loss)
 
Category
 
Amount
of Gain
(Loss)
 
(Amounts in Thousands)
September 30, 2018
 
 
 
 
 
 
 
 
 
Interest rate swap
$
457

 
Interest Expense
 
$

 
Other Income
 
$

Interest rate swap
960

 
Interest Expense
 

 
Other Income
 

 
 
 
 
 
 
 
 
 
 
December 31, 2017
 

 
 
 
 

 
 
 
 

Interest rate swap
$
318

 
Interest Expense
 
$

 
Other Income
 
$

Interest rate swap
373

 
Interest Expense
 

 
Other Income
 


Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is management’s discussion and analysis of the financial condition of Hills Bancorporation (“Hills Bancorporation” or “the Company”) and its banking subsidiary Hills Bank and Trust Company (“the Bank”) for the dates and periods indicated.  The discussion and analysis should be read in conjunction with the consolidated financial statements and the accompanying footnotes.

Special Note Regarding Forward Looking Statements

This report contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of such term in the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Actual results may differ materially from those included in the forward-looking statements.  Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse effect on the operations and future prospects of the Company include, but are not limited to, the following:

The strength of the United States economy in general and the strength of the local economies in which the Company conducts its operations which may be less favorable than expected and may result in, among other things, a deterioration in the credit quality and value of the Company’s assets.

The effects of recent financial market disruptions, and monetary and other governmental actions designed to address such disruptions.

The financial strength of the counterparties with which the Company or the Company’s customers do business and as to which the Company has investment or financial exposure.


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The credit quality and credit agency ratings of the securities in the Company’s investment securities portfolio, a deterioration or downgrade of which could lead to other-than-temporary impairment of the affected securities and the recognition of an impairment loss.

The effects of, and changes in, laws, regulations and policies affecting banking, securities, insurance and monetary and financial matters as well as any laws otherwise affecting the Company.

The effects of changes in interest rates (including the effects of changes in the rate of prepayments of the Company’s assets) and the policies of the Board of Governors of the Federal Reserve System.

The ability of the Company to compete with other financial institutions as effectively as the Company currently intends due to increases in competitive pressures in the financial services sector.

The ability of the Company to obtain new customers and to retain existing customers.

The timely development and acceptance of products and services, including products and services offered through alternative electronic delivery channels.

Technological changes implemented by the Company and by other parties, including third party vendors, which may be more difficult or more expensive than anticipated or which may have unforeseen consequences to the Company and its customers.

The ability of the Company to develop and maintain secure and reliable electronic systems.

The ability of the Company to retain key executives and employees and the difficulty that the Company may experience in replacing key executives and employees in an effective manner.

Consumer spending and saving habits which may change in a manner that affects the Company’s business adversely.

The economic impact of natural disasters, terrorist attacks and military actions.

Business combinations and the integration of acquired businesses and assets which may be more difficult or expensive than expected.

The costs, effects and outcomes of existing or future litigation.

Changes in accounting policies and practices that may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board.

The ability of the Company to manage the risks associated with the foregoing as well as anticipated.

These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including other factors that could materially affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission.


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Critical Accounting Policies

The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The financial information contained within these financial statements is, to a significant extent, financial information that is based on approximate measures of the financial effects of transactions and events that have already occurred. Based on its consideration of accounting policies that involve the most complex and subjective decisions and assessments, management has identified its most critical accounting policies to be those which are related to the allowance for loan losses. The Company's allowance for loan losses methodology incorporates a variety of risk considerations, both quantitative and qualitative in establishing an allowance for loan losses that management believes is appropriate at each reporting date. Quantitative factors include the Company's historical loss experience, delinquency and charge-off trends, collateral values, changes in impaired loans, and other factors. Quantitative factors also incorporate known information about individual loans, including borrowers' sensitivity to interest rate movements. Qualitative factors include the general economic environment in the Company's markets, including
economic conditions throughout the Midwest and the state of certain industries.  Determinations relating to the possible level of future loan losses are based in part on subjective judgments by management.  Future loan losses in excess of current estimates, could materially adversely affect our results of operations or financial position.  Size and complexity of individual credits in relation to loan structure, existing loan policies and pace of portfolio growth are other qualitative factors that are considered in the methodology. As the Company adds new products and increases the complexity of its loan portfolio, it will enhance its methodology accordingly. This discussion of the Company’s critical accounting policies should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes presented elsewhere herein, as well as other relevant portions of Management’s Discussion and Analysis of Financial Condition and Results of Operations.  Although management believes the levels of the allowance as of September 30, 2018 and December 31, 2017 were adequate to absorb probable losses inherent in the loan portfolio, a decline in local economic conditions, or other factors, could result in increasing losses that cannot be reasonably predicted at this time.

Overview

This overview highlights selected information and may not contain all of the information that is important to you in understanding our performance during the period.  For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources, and critical accounting estimates, you should carefully read this entire report.

The Company is a holding company engaged in the business of commercial banking.  The Company’s subsidiary is Hills Bank and Trust Company, Hills, Iowa (the “Bank”), which is wholly-owned.  The Bank was formed in Hills, Iowa in 1904.  The Bank is a full-service commercial bank extending its services to individuals, businesses, governmental units and institutional customers primarily in the communities of Hills, Iowa City, Coralville, North Liberty, Lisbon, Mount Vernon, Kalona, Wellman, Cedar Rapids, Marion, and Washington, Iowa.  At September 30, 2018, the Bank has nineteen full-service locations.

Net income for the nine month period ended September 30, 2018 was $30.97 million compared to $23.88 million for the same nine months of 2017, an increase of 29.68%.  The $7.09 million increase in net income was caused by a number of factors.  The principal factors in the increase in net income for the first nine months of 2018 are an increase in net interest income of $3.27 million, an increase in noninterest income of $3.28 million, a decrease in income tax expense of $2.71 million, and a decrease in the provision for loan losses of $0.29 million. These changes were offset by an increase in noninterest expenses of $2.46 million.

The Company achieved a return on average assets of 1.20% and a return on average equity of 11.12% for the twelve months ended September 30, 2018, compared to the twelve months ended September 30, 2017, which were 1.14% and 10.39%, respectively.  Dividends of $0.75 per share were paid in January 2018 to 2,481 shareholders.  The 2017 dividend was $0.70 per share.

The Company’s net interest income is the largest component of revenue and it is primarily a function of the average earning assets and the net interest margin percentage.  The Company achieved a net interest margin on a tax-equivalent basis of 3.24% for the nine months ended September 30, 2018 compared to 3.46% for the same nine months of 2017.  Average earning assets were $2.891 billion year to date in 2018 and $2.611 billion in 2017.


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Highlights noted on the balance sheet as of September 30, 2018 for the Company included the following:

Total assets were $3.102 billion, an increase of $139.12 million since December 31, 2017.
Cash and cash equivalents were $192.72 million, an increase of $38.37 million since December 31, 2017.
Net loans were $2.529 billion, an increase of $92.80 million since December 31, 2017.  Loans held for sale decreased $1.76 million since December 31, 2017.
Deposits increased $200.19 million since December 31, 2017

Reference is made to Note 6 for a discussion of fair value measurements which relate to methods used by the Company in recording assets and liabilities on its financial statements.

Financial Condition

Loan demand is expected to remain steady throughout the year ending December 31, 2018 and into 2019.  As indicated in the table below, growth is primarily in farmland, mortgage 1 to 4 family first liens and multi-family and commercial real estate loans. 

The following table sets forth the composition of the loan portfolio as of September 30, 2018 and December 31, 2017:

 
September 30, 2018
 
December 31, 2017
 
Amount
 
Percent
 
Amount
 
Percent
 
(Amounts In Thousands)
 
(Amounts In Thousands)
Agricultural
$
79,155

 
3.10
%
 
$
88,580

 
3.60
%
Commercial and financial
214,681

 
8.40

 
218,632

 
8.89

Real estate:
 

 
 
 
 

 
 
Construction, 1 to 4 family residential
65,932

 
2.58

 
69,738

 
2.84

Construction, land development and commercial
106,012

 
4.15

 
109,595

 
4.46

Mortgage, farmland
230,032

 
9.00

 
215,286

 
8.75

Mortgage, 1 to 4 family first liens
899,937

 
35.21

 
831,591

 
33.81

Mortgage, 1 to 4 family junior liens
149,312

 
5.84

 
144,200

 
5.86

Mortgage, multi-family
347,660

 
13.60

 
336,810

 
13.69

Mortgage, commercial
381,966

 
14.95

 
361,196

 
14.68

Loans to individuals
27,946

 
1.09

 
26,417

 
1.07

Obligations of state and political subdivisions
53,149

 
2.08

 
57,626

 
2.34

 
$
2,555,782

 
100.00
%
 
$
2,459,671

 
100.00
%
Net unamortized fees and costs
948

 
 

 
894

 
 

 
$
2,556,730

 
 

 
$
2,460,565

 
 

Less allowance for loan losses
31,010

 
 

 
29,400

 
 

 
$
2,525,720

 
 

 
$
2,431,165

 
 



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The Bank has an established formal loan origination policy.  In general, the loan origination policy attempts to reduce the risk of credit loss to the Bank by requiring, among other things, maintenance of minimum loan to value ratios, evidence of appropriate levels of insurance carried by borrowers and documentation of appropriate types and amounts of collateral and sources of expected payment.  The collateral relied upon in the loan origination policy is generally the property being financed by the Bank.  The source of expected payment is generally the income produced from the property being financed.  Personal guarantees are required of individuals owning or controlling at least 20% of the ownership of an entity.  Limited or proportional guarantees may be accepted in circumstances if approved by the Company’s Board of Directors.  Financial information provided by the borrower is verified as considered necessary by reference to tax returns, or audited, reviewed or compiled financial statements.  The Bank does not originate subprime loans.  In order to modify, restructure or otherwise change the terms of a loan, the Bank’s policy is to evaluate each borrower situation individually.  Modifications, restructures, extensions and other changes are done to improve the Bank’s position and to protect the Bank’s capital.  If a borrower is not current with its payments, any additional loans to such borrowers are evaluated on an individual borrower basis.

The Company has not experienced any significant time lapses in recognizing the required provisions for collateral dependent loans, nor has the Company delayed appropriate charge offs.  When an updated appraisal value has been obtained, the Company has used the appraisal amount in determining the appropriate charge off or required reserve.  The Company also evaluates any changes in the financial condition of the borrower and guarantors (if applicable), economic conditions, and the Company’s loss experience with the type of property in question.  Any information utilized in addition to the appraisal is intended to identify additional charge offs or provisions, not to override the appraised value.

In accordance with Staff Accounting Bulletin No. 102, Selected Loan Loss Allowance Methodology and Documentation Issues, the Company determines and assigns ratings to loans using factors that include the following: an assessment of the financial condition of the borrower; a realistic determination of the value and adequacy of underlying collateral; the condition of the local economy and the condition of the specific industry of the borrower; an analysis of the levels and trends of loan categories; and a review of delinquent and classified loans.

Through the credit risk rating process, loans are reviewed to determine if they are performing in accordance with the original contractual terms. If the borrower has failed to comply with the original contractual terms, further action may be required by the Company, including a downgrade in the credit risk rating, movement to non-accrual status, a charge-off or the establishment of a specific impairment reserve. In the event a collateral shortfall is identified during the credit review process, the Company will work with the borrower for a principal reduction and/or a pledge of additional collateral and/or additional guarantees. In the event that these options are not available, the loan may be subject to a downgrade of the credit risk rating. If the Company determines a loan amount or portion thereof, is uncollectible, the loan’s credit risk rating may be downgraded and the uncollectible amount charged-off or recorded as a specific allowance for losses.  The Bank’s credit and legal departments undertake a thorough and ongoing analysis to determine if additional impairment and/or charge-offs are appropriate and to begin a workout plan for the loan to minimize actual losses.


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The following table presents the allowance for loan losses on loans by loan category, the percentage of the allowance for each category to the total allowance, and the percentage of all loans in each category to total loans as of September 30, 2018 and December 31, 2017:
 
 
September 30, 2018
 
December 31, 2017
 
Amount
 
% of Total
Allowance
 
% of Loans to
Total Loans
 
Amount
 
% of Total
Allowance
 
% of Loans to
Total Loans
 
(In Thousands)
 
 
 
 
 
(In Thousands)
 
 
 
 
Agricultural
$
2,030

 
6.55
%
 
3.10
%
 
$
2,294

 
7.80
%
 
3.60
%
Commercial and financial
5,081

 
16.39

 
8.40

 
4,837

 
16.45

 
8.89

Real estate:
 

 
 
 
 
 
 

 
 

 
 
Construction, 1 to 4 family residential
1,177

 
3.80

 
2.58

 
1,193

 
4.06

 
2.84

Construction, land development and commercial
1,691

 
5.45

 
4.15

 
1,796

 
6.11

 
4.46

Mortgage, farmland
3,535

 
11.40

 
9.00

 
3,669

 
12.48

 
8.75

Mortgage, 1 to 4 family first liens
9,236

 
29.78

 
35.21

 
7,369

 
25.07

 
33.81

Mortgage, 1 to 4 family junior liens
1,329

 
4.29

 
5.84

 
1,299

 
4.42

 
5.86

Mortgage, multi-family
2,760

 
8.90

 
13.60

 
2,791

 
9.49

 
13.69

Mortgage, commercial
3,103

 
10.01

 
14.95

 
2,909

 
9.89

 
14.68

Loans to individuals
643

 
2.07

 
1.09

 
782

 
2.66

 
1.07

Obligations of state and political subdivisions
425

 
1.36

 
2.08

 
461

 
1.57

 
2.34

 
$
31,010

 
100.00
%
 
100.00
%
 
$
29,400

 
100.00
%
 
100.00
%

The allowance for loan losses totaled $31.01 million at September 30, 2018 compared to $29.40 million at December 31, 2017.  The percentage of the allowance to outstanding loans was 1.21% and 1.20% at September 30, 2018 and December 31, 2017, respectively.  The allowance was based on management’s consideration of a number of factors, including composition of the loan portfolio, loans with higher credit risks and the overall amount of loans outstanding.  The increase in the allowance in 2018 is the result of change in the composition and allocation of loans within credit quality ratings and an increase in outstanding loan balances.

The adequacy of the allowance is reviewed quarterly and adjusted as appropriate after consideration has been given to the impact of economic conditions on the borrowers’ ability to repay, loan collateral values, past collection experience, the risk characteristics of the loan portfolio and such other factors that deserve current recognition. The growth of the loan portfolio and the trends in problem and watch loans are significant elements in the determination of the provision for loan losses.  Quantitative factors include the Company’s historical loss experience, which is then adjusted for levels and trends in past due, levels and trends in charged-off and recovered loans, trends in volume growth, trends in problem and watch loans, trends in restructured loans, local economic trends and conditions, industry and other conditions, and effects of changing interest rates.

Management has determined that the allowance for loan losses was appropriate at September 30, 2018, and that the loan portfolio is diversified and secured, without undue concentration in any specific risk area. This process involves a high degree of management judgment; however, the allowance for loan losses is based on a comprehensive, well documented, and consistently applied analysis of the Company’s loan portfolio. This analysis takes into consideration all available information existing as of the financial statement date, including environmental factors such as economic, industry, geographical and political factors. The relative level of allowance for loan losses is reviewed and compared to industry data. This review encompasses levels of total impaired loans, portfolio mix, portfolio concentrations, current geographic risks and overall levels of net charge-offs.

Residential real estate loan products that include features such as loan-to-values in excess of 100% or interest only payments, which expose a borrower to payment increases in excess of changes in the market interest rate, increase the credit risk of a loan.  The Bank has not offered and does not intend to offer this type of loan product.

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Investment securities available for sale held by the Company increased by $7.15 million from December 31, 2017 to September 30, 2018.  The fair value of securities available for sale was $4.99 million less than the amortized cost of such securities as of September 30, 2018.  At December 31, 2017, the fair value of the securities available for sale was $1.14 million less than the amortized cost of such securities.

Deposits increased $200.19 million in the first nine months of 2018 primarily due to increases in temporary public funds deposits, broker deposits and rate specials on certificate of deposits. In the opinion of the Company’s management, the Company continues to have sufficient liquidity resources available to fund expected additional loan growth.

Brokered deposits are included in total deposits and totaled $117.06 million as of September 30, 2018 with an average rate of 2.18%.  Brokered deposits were $284.41 million as of December 31, 2017 with an average interest rate of 1.35%. As of September 30, 2018 and December 31, 2017, brokered deposits were 4.70% and 12.43% of total deposits, respectively. Brokered deposits decreased as of September 30, 2018 compared to December 31, 2017 due to passage of the Economic Growth, Regulatory Relief, and Consumer Protection Act (Act) which allows reciprocal deposits to be treated as core deposits instead of brokered deposits. As of September 30, 2018, $212.67 million of reciprocal deposits are now treated as core deposits under the Act.

Federal Home Loan Bank (FHLB) borrowings were $215 million and $295 million as of September 30, 2018 and December 31, 2017, respectively. The reduction of $80 million included a scheduled maturity of $20 million in the second quarter of 2018 and repayment of $60 million borrowed in 2017 to satisfy a short-term funding need. It is expected that the FHLB funding source will be considered in the future if loan growth continues to exceed core deposit increases and the interest rates on funds borrowed from the FHLB are favorable compared to other funding alternatives.

Dividends and Equity

In January 2018, Hills Bancorporation paid a dividend of $7.00 million or $0.75 per share.  The dividend was $0.70 per share in January 2017.  After payment of the dividend and the adjustment for accumulated other comprehensive income, stockholders’ equity as of September 30, 2018 totaled $329.98 million. On January 1, 2015, the final rules of the Federal Reserve Board went into effect implementing in the United States the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision. The final rule also adopted changes to the agencies’ regulatory capital requirements that meet the requirements of section 171 and section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Under the BASEL III rules, the minimum capital ratios are 4% for Tier 1 Leverage Capital Ratio, 4.5% for the Common Equity Tier 1 Capital Ratio, 6% for the Tier 1 Risk-Based Capital Ratio and 8% for the Total Risk-Based Capital Ratio. A new capital conservation buffer is being phased in beginning January 1, 2016, at 0.625% of risk-weighted assets and increased each subsequent year by an additional 0.625% until reaching 2.5% on January 1, 2019. As of September 30, 2018 and December 31, 2017, the Company had regulatory capital in excess of the Federal Reserve’s minimum and well-capitalized definition requirements. The actual amounts and capital ratios as of September 30, 2018 and December 31, 2017 are presented below (amounts in thousands):


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Actual
 
For Capital Adequacy Purposes
 
To Be Well Capitalized Under Prompt Corrective Action Provisions
 
Amount
 
Ratio
 
Ratio
 
Ratio
As of September 30, 2018:
 
 
 
 
 
 
 
Company:
 
 
 
 
 
 
 
Total risk-based capital
$
408,925

 
17.40
%
 
8.000
%
 
10.000
%
Tier 1 risk-based capital
379,521

 
16.14

 
6.000

 
8.000

Tier 1 common equity
379,521

 
16.14

 
4.500

 
6.500

Leverage ratio
379,521

 
12.60

 
4.000

 
5.000

Bank:
 

 
 

 
 

 
 

Total risk-based capital
410,233

 
17.46

 
8.000

 
10.000

Tier 1 risk-based capital
380,850

 
16.21

 
6.000

 
8.000

Tier 1 common equity
380,850

 
16.21

 
4.500

 
6.500

Leverage ratio
380,850

 
12.65

 
4.000

 
5.000


 
Actual
 
For Capital Adequacy Purposes
 
To Be Well Capitalized Under Prompt Corrective Action Provisions
 
Amount
 
Ratio
 
Ratio
 
Ratio
As of December 31, 2017:
 
 
 
 
 
 
 
Company:
 
 
 
 
 
 
 
Total risk-based capital
$
383,766

 
16.66
%
 
8.00
%
 
10.00
%
Tier 1 risk-based capital
354,970

 
15.41

 
6.00

 
8.00

Tier 1 common equity
354,970

 
15.41

 
4.50

 
6.50

Leverage ratio
354,970

 
12.34

 
4.00

 
5.00

Bank:
 

 
 

 
 

 
 

Total risk-based capital
384,181

 
16.69

 
8.00

 
10.00

Tier 1 risk-based capital
355,402

 
15.44

 
6.00

 
8.00

Tier 1 common equity
355,402

 
15.44

 
4.50

 
6.50

Leverage ratio
355,402

 
12.36

 
4.00

 
5.00





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Discussion of operations for the nine months ended September 30, 2018 and 2017

Net Income Overview

Net income increased $7.09 million for the nine months ended September 30, 2018 compared to the first nine months of 2017.  Total net income was $30.97 million in 2018 and $23.88 million in the comparable period in 2017, an increase of 29.68%.  The changes in net income in 2018 from the first nine months of 2017 were primarily the result of the following:

Net interest income increased by $3.27 million, before provision expense. Total interest income increased by $9.32 million as a result of growth in the volume of earning assets. Total interest expense increased by $6.05 million primarily due to rising interest rates increasing the costs of funding.
The provision for loan losses decreased by $0.29 million.
Noninterest income increased by $3.28 million.
Noninterest expenses increased by $2.46 million.
Income tax expense decreased by $2.71 million.
 
For the nine month period ended September 30, 2018 and September 30, 2017 basic earnings per share was $3.30 and $2.56, respectively. Diluted earnings per share was $3.30 for the nine months ended September 30, 2018 compared to $2.56 for the same period in 2017.

The Company’s net income is driven primarily by four important factors.  The first important factor is the interaction between changes in net interest margin and changes in average volumes of the Bank's earnings assets.  Net interest income of $68.64 million for the first nine months of 2018 was derived from the Company’s $2.891 billion of average earning assets during that period and its tax-equivalent net interest margin of 3.24%.  Average earning assets in the nine months ended September 30, 2017 were $2.611 billion and the tax-equivalent net interest margin was 3.46%.  The importance of net interest margin is illustrated by the fact that an increase or decrease in the net interest margin of 10 basis points would have resulted approximately in a $2.17 million change in income before income taxes in the nine month period ended September 30, 2018.  Net interest income for the Company increased primarily as a result of growth in the volume of earning assets.  The Company expects net interest compression to impact earnings for the foreseeable future.  The Company believes growth in net interest income will be contingent on the growth of the Company’s earnings assets.

The second significant factor affecting the Company’s net income is the provision for loan losses. The majority of the Company’s interest-earning assets are in loans outstanding, which amounted to more than $2.529 billion at September 30, 2018.  The provision is computed on a quarterly basis and is a result of management’s determination of the quality of the loan portfolio.  The provision reflects a number of factors, including the size of the loan portfolio, the overall composition of the loan portfolio and loan concentrations, the borrowers’ ability to repay, past loss experience, loan collateral values, the level of impaired loans and loans past due ninety days or more.  In addition, management considers the credit quality of the loans based on management’s review of problem and watch loans, including loans with historically higher credit risk.  The provision for loan losses was an expense of $1.54 million in 2018 compared to an expense of $1.83 million in 2017.  The Company believes that the provision for loan losses may increase for the foreseeable future resulting from projected increases in the size of the Company’s loan portfolio.

The third significant factor affecting the Company’s net income is income tax expense.  Federal and state income tax expenses were $7.77 million and $10.47 million for the nine months ended September 30, 2018 and 2017, respectively.  Income taxes as a percentage of income before taxes were 20.05% in 2018 and 30.48% in 2017. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act established new tax laws that reduced the U.S. federal corporate income tax rate from 35% to 21% in 2018.

The fourth significant factor affecting the Company's net income is noninterest income. The increase in noninterest income is primarily driven by the increase in trust fees from the growth in trust assets under management and the increase in service charges and fees related to increased debit and credit card interchange income.




Page 46

Index

HILLS BANCORPORATION

Discussion of operations for the nine months ended September 30, 2018 and 2017

Net Interest Income

Net interest income increased for the nine months ended September 30, 2018 compared to the comparable period in 2017.  The increase was as a result of growth in the average volume of earning assets.  Net interest income is the excess of the interest and fees earned on interest-earning bearing assets over the interest expense of the interest-bearing liabilities.  The factors that have the greatest impact on net interest income are the average volume of earning assets for the period and the net interest margin.  The net interest margin for the first nine months of 2018 was 3.24% compared to 3.46% in 2017 for the same period.  Interest expense increased $6.05 million for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017 primarily due to increasing interest rates on deposits. The measure is shown on a tax-equivalent basis using a tax rate of 21% to make the interest earned on taxable and non-taxable assets more comparable.  The change in average balances and average rates between periods and the effect on the net interest income on a tax equivalent basis for the nine months ended in 2018 compared to the comparable period in 2017 are shown in the following table:

 
 
 
 
 
Increase (Decrease) in Net Interest Income
 
Change in
Average Balance
 
Change in
Average Rate
 
Volume Changes
 
Rate Changes
 
Net Change
 
(Amounts in Thousands)
Interest income:
 
 
 
 
 
 
 
 
 
Loans, net
$
144,720

 
0.11
 %
 
$
4,698

 
$
1,933

 
$
6,631

Taxable securities
22,051

 
0.51

 
259

 
507

 
766

Nontaxable securities
11,538

 
(0.35
)
 
254

 
(490
)
 
(236
)
Federal funds sold
101,557

 
0.80

 
732

 
733

 
1,465

 
$
279,866

 
 

 
$
5,943

 
$
2,683

 
$
8,626

 
 
 
 
 
 
 
 
 
 
Interest expense:
 

 
 

 
 

 
 

 
 

Interest-bearing demand deposits
$
113,407

 
0.42
 %
 
$
(139
)
 
$
(1,987
)
 
$
(2,126
)
Savings deposits
83,716

 
0.38

 
(273
)
 
(2,325
)
 
(2,598
)
Time deposits
86,167

 
0.35

 
(837
)
 
(1,397
)
 
(2,234
)
Other borrowings

 

 

 

 

FHLB borrowings
(27,127
)
 
(0.08
)
 
620

 
136

 
756

Interest-bearing other liabilities
(32,364
)
 
1.54

 
149

 

 
149

 
$
223,799

 
 

 
$
(480
)
 
$
(5,573
)
 
$
(6,053
)
Change in net interest income
 

 
 

 
$
5,463

 
$
(2,890
)
 
$
2,573


Rate/volume variances are allocated on a consistent basis using the absolute values of changes in volume compared to the absolute values of the changes in rates.  Loan fees included in interest income are not material.  Interest on nontaxable securities and loans is shown on a tax-equivalent basis.

A summary of the net interest spread and margin is as follows:

(Tax Equivalent Basis)
 
2018
 
2017
Yield on average interest-earning assets
 
4.11
%
 
4.11
%
Rate on average interest-bearing liabilities
 
1.12

 
0.85

Net interest spread
 
2.99
%
 
3.26
%
Effect of noninterest-bearing funds
 
0.25

 
0.20

Net interest margin (tax equivalent interest income divided by average interest-earning assets)
 
3.24
%
 
3.46
%

Page 47

Index

HILLS BANCORPORATION

Discussion of operations for the nine months ended September 30, 2018 and 2017

In pricing loans and deposits, the Bank considers the U.S. Treasury indexes as benchmarks in determining interest rates.  The Federal Open Market Committee met six times during the first nine months of 2018.  The target rate was increased in September, 2018 to 2.25%.  Interest rates on loans are generally affected by the target rate since interest rates for the U.S. Treasury market normally increase or decrease when the Federal Reserve Board raises or lowers the federal funds rate.  As of September 30, 2018, the rate indexes for the one, three and five year indexes were 2.59%, 2.88% and 2.94%, respectively.  The one year index increased 97.71% from 1.31% at September 30, 2017, the three year index increased 77.78% and the five year index increased 53.13%.  The three year index was 1.62% and the five year index was 1.92% at September 30, 2017.  The targeted federal funds rate was 2.25% and 1.25% at September 30, 2018 and 2017, respectively.  The Company anticipates possible increases in short term and long term rates in the indexes for 2018.

Provision for Loan Losses

The provision for loan losses was an expense of $1.54 million for the nine months ended September 30, 2018 compared to an expense of $1.83 million in 2017, a reduction of expense of $0.29 million.  The loan loss provision is the amount necessary to adjust the allowance for loan losses to the level considered by management to appropriately account for the estimated impairment to the Bank's loan portfolio.  The provision expense taken to fund the allowance for loan losses is computed on a quarterly basis and is a result of management’s determination of the quality of the loan portfolio.  The provision reflects a number of factors, including the size of the loan portfolio, the overall composition of the loan portfolio and loan concentrations, the impact on the borrowers’ ability to repay, past loss experience, loan collateral values, the level of impaired loans and loans past due ninety days or more.  In addition, management considers the credit quality of the loans based on management’s review of problem and watch loans, including loans with historical higher credit risks.  The decrease in expense in 2018 is the result of a change in the composition and allocation of loans within credit quality ratings as compared to September 30, 2017 and improvements in the credit quality of the Bank's loan portfolio.

The allowance for loan losses increased $1.61 million during the first nine months of 2018 as compared to December 31, 2017.  In the first nine months of 2018, there was an increase of $2.29 million due to increases in average balances and composition of loans outstanding and a $0.68 million decrease in the amount allocated to the allowance due to improvements in credit quality.

The allowance for loan losses balance is affected by charge-offs, net of recoveries, for the periods presented.  For the nine months ended September 30, 2018 and 2017, recoveries were $1.78 million and $2.46 million, respectively; and charge-offs were $1.71 million in 2018 and $1.46 million in 2017.  The allowance for loan losses totaled $31.01 million at September 30, 2018 compared to $29.40 million at December 31, 2017.  The allowance represented 1.21% and 1.20% of loans held for investment at September 30, 2018 and December 31, 2017.

Noninterest Income

The following table sets forth the various categories of noninterest income for the nine months ended September 30, 2018 and 2017.

 
Nine Months Ended September 30,
 
 
 
 
 
2018
 
2017
 
$ Change
 
% Change
 
(Amounts in thousands)
 
 
 
 
Net gain on sale of loans
$
1,227

 
$
1,119

 
$
108

 
9.65
%
Trust fees
7,753

 
5,883

 
1,870

 
31.79

Service charges and fees
7,475

 
6,557

 
918

 
14.00

Other noninterest income
2,075

 
1,688

 
387

 
22.93

 
$
18,530

 
$
15,247

 
$
3,283

 
21.53


The $1.87 million increase in trust fees results from growth in trust assets under management. As of September 30, 2018 trust assets under management were $1.751 billion compared to $1.575 billion as of September 30, 2017.

The $0.92 million increase in service charges and fees is related to increased debit and credit card interchange income.

Page 48

Index

HILLS BANCORPORATION


Discussion of operations for the nine months ended September 30, 2018 and 2017

Loans originated for sale in the first nine months of 2018 totaled $110.69 million compared to $109.52 million in the same period in 2017, an increase of 1.07%.  In the nine months ended September 30, 2018 and 2017, the net gain on sale of loans was $1.23 million and $1.12 million, respectively.  The amount of the net gain on sale of secondary market mortgage loans in each year can vary significantly.  The volume of activity in these types of loans is directly related to the level of interest rates.  The servicing of the loans sold into the secondary market is not retained by the Company so these loans do not provide an ongoing stream of income.  The Company believes residential mortgage interest rates will continue to rise for the foreseeable future resulting in decreased net gain on sale of loan income.

Noninterest Expenses

The following table sets forth the various categories of noninterest expenses for the nine months ended September 30, 2018 and 2017.

 
Nine Months Ended September 30,
 
 
 
 
 
2018
 
2017
 
$ Change
 
% Change
 
(Amounts in thousands)
 
 
 
 
Salaries and employee benefits
$
25,718

 
$
24,707

 
$
1,011

 
4.09
 %
Occupancy
3,331

 
3,148

 
183

 
5.81

Furniture and equipment
4,657

 
4,356

 
301

 
6.91

Office supplies and postage
1,327

 
1,487

 
(160
)
 
(10.76
)
Advertising and business development
1,821

 
2,123

 
(302
)
 
(14.23
)
Outside services
7,692

 
5,943

 
1,749

 
29.43

FDIC insurance assessment
657

 
636

 
21

 
3.30

Other noninterest expense
1,688

 
2,033

 
(345
)
 
(16.97
)
 
$
46,891

 
$
44,433

 
$
2,458

 
5.53


In the nine months ended September 30, 2018 and 2017, salaries and employee benefits expense increased $1.01 million. The increase is primarily the result of annual salary adjustments and hiring of additional employees to staff growth.

Advertising and business development expense decreased $0.30 million for the nine months ended September 30, 2018 compared to September 30, 2017 primarily due to discontinuation of a debit card reward program and decreased television advertising.

Outside services increased $1.75 for the nine months ended September 30, 2018 due to outsourcing services previously managed by the Company.

Other noninterest expense categories experienced marginal period-to-period fluctuations for the nine months ended September 30, 2018.

Discussion of operations for the three months ended September 30, 2018 and 2017

Net Income Overview

Net income increased $1.50 million for the three months ended September 30, 2018 compared to the same period in 2017.  Total net income was $10.05 million in 2018 and $8.55 million in the comparable period in 2017, an increase of 17.52%.  For the three month period ended September 30, 2018 and September 30, 2017 basic earning per share was $1.07 and $0.92, respectively. Diluted earnings per share was $1.07 for the three months ended September 30, 2018 compared to $0.92 for the same period in 2017.


Page 49

Index

HILLS BANCORPORATION

Discussion of operations for the three months ended September 30, 2018 and 2017

Net Interest Income

Net interest income increased for the three months ended September 30, 2018 compared to the comparable period in 2017.  The increase was primarily the result of growth in the volume of earning assets.  Net interest income is the excess of the interest and fees earned on interest-earning bearing assets over the interest expense of the interest-bearing liabilities.  Interest expense increased $2.24 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 primarily due to increasing interest rates on deposits.The factors that have the greatest impact on net interest income are the volume of average earning assets and the net interest margin.  The net interest margin for the three months ended September 30, 2018 was 3.27% compared to 3.44% in 2017 for the same period.  The measure is shown on a tax-equivalent basis using a tax rate of 21% to make the interest earned on taxable and non-taxable assets more comparable.  The change in average balances and average rates between periods and the effect on the net interest income on a tax equivalent basis for the three months ended in 2018 compared to the comparable period in 2017 are shown in the following table:

 
 
 
 
 
Increase (Decrease) in Net Interest Income
 
Change in
Average Balance
 
Change in
Average Rate
 
Volume Changes
 
Rate Changes
 
Net Change
 
(Amounts in Thousands)
Interest income:
 
 
 
 
 
 
 
 
 
Loans, net
$
130,198

 
0.17
 %
 
$
1,404

 
$
1,131

 
$
2,535

Taxable securities
25,092

 
0.63

 
92

 
229

 
321

Nontaxable securities
14,331

 
(0.34
)
 
107

 
(159
)
 
(52
)
Federal funds sold
98,711

 
0.71

 
321

 
181

 
502

 
$
268,332

 
 

 
$
1,924

 
$
1,382

 
$
3,306

 
 
 
 
 
 
 
 
 
 
Interest expense:
 

 
 

 
 

 
 

 
 

Interest-bearing demand deposits
$
95,974

 
0.48
 %
 
$
(40
)
 
$
(740
)
 
$
(780
)
Savings deposits
143,598

 
0.51

 
(175
)
 
(1,039
)
 
(1,214
)
Time deposits
102,555

 
0.45

 
(344
)
 
(627
)
 
(971
)
Short-term borrowings

 

 

 

 

FHLB borrowings
(90,648
)
 
(0.06
)
 
662

 
(36
)
 
626

Interest-bearing other liabilities
(39,061
)
 
1.72

 
100

 

 
100

 
$
212,418

 
 
 
$
203

 
$
(2,442
)
 
$
(2,239
)
Change in net interest income
 

 
 

 
$
2,127

 
$
(1,060
)
 
$
1,067


Rate/volume variances are allocated on a consistent basis using the absolute values of changes in volume compared to the absolute values of the changes in rates.  Loan fees included in interest income are not material.  Interest on nontaxable securities and loans is shown on a tax-equivalent basis.

A summary of the net interest spread and margin is as follows:

(Tax Equivalent Basis)
 
2018
 
2017
Yield on average interest-earning assets
 
4.20
%
 
4.13
%
Rate on average interest-bearing liabilities
 
1.21

 
0.90

Net interest spread
 
2.99
%
 
3.23
%
Effect of noninterest-bearing funds
 
0.28

 
0.21

Net interest margin (tax equivalent interest income divided by average interest-earning assets)
 
3.27
%
 
3.44
%


Page 50

Index

HILLS BANCORPORATION

Discussion of operations for the three months ended September 30, 2018 and 2017

Provision for Loan Losses

The provision for loan losses was an expense of $1.59 million for the three months ended September 30, 2018 compared to an expense of $0.13 million in 2017, an expense increase of $1.46 million. The loan loss provision is the amount necessary to adjust the allowance for loan losses to the level considered by management to appropriately account for the estimated impairment to the Bank's loan portfolio.  The provision expense taken to fund the allowance for loan losses is computed on a quarterly basis and is a result of management’s determination of the quality of the loan portfolio.  The provision reflects a number of factors, including the size of the loan portfolio, the overall composition of the loan portfolio and loan concentrations, the impact on the borrowers’ ability to repay, past loss experience, loan collateral values, the level of impaired loans and loans past due ninety days or more.  In addition, management considers the credit quality of the loans based on management’s review of problem and watch loans, including loans with historical higher credit risks. The increase in expense in 2018 is the result of changes in the composition and allocation of loans within credit quality ratings as compared to September 30, 2017 and a reduction in specific reserves as of September 30, 2017 as compared to June 30, 2017.
 
The allowance for loan losses increased $1.5 million during the three months ended September 30, 2018 compared to June 30, 2018.  In the three months ended September 30, 2018, there was a $0.48 million decrease in the amount allocated to the allowance due to credit quality and a $1.98 million increase due to the composition of loans outstanding.

The allowance for loan losses balance is affected by charge-offs, net of recoveries, for the periods presented.  For the three months ended September 30, 2018 and 2017, recoveries were $0.80 million and $0.58 million, respectively; and charge-offs were $0.89 million in 2018 and $0.31 million in 2017.  The allowance for loan losses totaled $31.01 million at September 30, 2018 compared to $29.40 million at December 31, 2017.  The allowance represented 1.21% and 1.20% of loans held for investment at September 30, 2018 and December 31, 2017, respectively.

Noninterest Income

The following table sets forth the various categories of noninterest income for the three months ended September 30, 2018 and 2017.

 
Three Months Ended September 30,
 
 
 
 
 
2018
 
2017
 
$ Change
 
% Change
 
(Amounts in thousands)
 
 
 
 
Net gain on sale of loans
$
453

 
$
423

 
$
30

 
7.09
%
Trust fees
2,105

 
1,980

 
125

 
6.31

Service charges and fees
2,839

 
2,197

 
642

 
29.22

Other noninterest income
1,271

 
405

 
866

 
213.83

 
$
6,668

 
$
5,005

 
$
1,663

 
33.23


In the three months ended September 30, 2018 and 2017, the net gain on sale of loans was $0.45 million and $0.42 million, respectively.  The amount of the net gain on sale of secondary market mortgage loans in each year can vary significantly.  The volume of activity in these types of loans is directly related to the level of interest rates.  The servicing of the loans sold into the secondary market is not retained by the Company so these loans do not provide an ongoing stream of income.  The Company believes residential mortgage interest rates will continue to rise for the foreseeable future resulting in decreased net gain on sale of loan income.

Trust fees increased $0.13 million in the three months ended September 30, 2018 compared to September 30, 2017 due to growth in trust assets under management. As of September 30, 2018 trust assets under management were $1.751 billion compared to $1.575 billion as of September 30, 2017.

The $0.64 million increase in service charges and fees is related to increased debit and credit card interchange income.

Other noninterest income increased $0.87 million in the three months ended September 30, 2018 compared to September 30, 2017 due to the sale of the insurance department in August 2018 for a gain of $885,000.

Page 51

Index

HILLS BANCORPORATION


Discussion of operations for the three months ended September 30, 2018 and 2017

Noninterest Expenses

The following table sets forth the various categories of noninterest expenses for the three months ended September 30, 2018 and 2017.

 
Three Months Ended 
 September 30,
 
 
 
 
 
2018
 
2017
 
$ Change
 
% Change
 
(Amounts in thousands)
 
 
 
 
Salaries and employee benefits
$
8,611

 
$
8,134

 
$
477

 
5.86
 %
Occupancy
1,208

 
1,087

 
121

 
11.13

Furniture and equipment
1,693

 
1,491

 
202

 
13.55

Office supplies and postage
432

 
516

 
(84
)
 
(16.28
)
Advertising and business development
584

 
628

 
(44
)
 
(7.01
)
Outside services
2,767

 
2,077

 
690

 
33.22

FDIC insurance assessment
226

 
217

 
9

 
4.15

Other noninterest expense
434

 
671

 
(237
)
 
(35.32
)
 
$
15,955

 
$
14,821

 
$
1,134

 
7.65


In the three months ended September 30, 2018 and 2017, salaries and employee benefits expense increased $0.48 million. The increase is primarily the result of annual salary adjustments and hiring of additional employees to staff branch growth. Outside business services increased $0.69 million for the three months ended September 30, 2018 due to outsourcing services previously managed by the Company. Other noninterest expense categories experienced marginal period-to-period fluctuations for the three months ended September 30, 2018.

Income Taxes

Federal and state income tax expenses were $2.59 million and $3.72 million for the three months ended September 30, 2018 and 2017, respectively.  Income taxes as a percentage of income before taxes were 20.49% in 2018 and 30.32% in 2017. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that affects 2017, including, but not limited to, accelerated depreciation that will allow for full expensing of qualified property. The Tax Act also established new tax laws that reduced the U.S. federal corporate income tax rate from 35% to 21% in 2018. The decrease in the corporation income tax rate was the primary factor in the reduction of federal income tax expense for the three months ended September 30, 2018.

Page 52

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HILLS BANCORPORATION

Liquidity

The Company actively monitors and manages its liquidity position with the objective of maintaining sufficient cash flows to fund operations, meet client commitments, take advantage of market opportunities and provide a margin against unforeseeable liquidity needs.  Federal funds sold and investment securities available for sale are readily marketable assets.  Maturities of all investment securities are managed to meet the Company’s normal liquidity needs, to respond to market changes or to adjust the Company’s interest rate risk position.  Investment securities available for sale comprised 9.42% of the Company’s total assets at September 30, 2018 compared to 9.62% at December 31, 2017.

The Company has historically maintained a stable deposit base and a relatively low level of large deposits, which has mitigated the volatility in the Company’s liquidity position.  As of September 30, 2018, the Company had borrowed $215.00 million from the Federal Home Loan Bank (“FHLB”) of Des Moines.  Advances are used as a means of providing both long and short-term, fixed-rate funding for certain assets and for managing interest rate risk.  The Company had additional borrowing capacity available from the FHLB of approximately $659.49 million at September 30, 2018.

As additional sources of liquidity, the Company has the ability to borrow up to $10.00 million from the Federal Reserve Bank of Chicago, and has lines of credit with three banks totaling $440.85 million.  The borrowings under these credit lines would be secured by the Bank’s investment securities.  The combination of high levels of potentially liquid assets, low dependence on volatile liabilities and additional borrowing capacity provided sources of liquidity for the Company which management considered sufficient at September 30, 2018.

As of September 30, 2018, investment securities with a carrying value of $12.19 million were pledged to collateralize public and trust deposits, derivative financial instruments, and other borrowings.  As of December 31, 2017, investment securities with a carrying value of $14.85 million were pledged.

Contractual Obligations

There have been no material changes with regard to contractual obligations disclosed in the Company’s Form 10-K for the year ended December 31, 2017.
Item 3.
Quantitative and Qualitative Disclosures about Market Risk

The Company's primary market risk exposure is to changes in interest rates.  Interest rate risk is the risk to current or anticipated earnings or capital arising from movements in interest rates.  Interest rate risk arises from repricing risk, basis risk, yield curve risk and options risk.  Repricing risk is the difference between the timing of rate changes and the timing of cash flows.  Basis risk is the difference from changing rate relationships among different yield curve affecting Bank activities.  Yield curve risk is the difference from changing rate relationships across the spectrum of maturities.  Option risk is the difference resulting from interest-related options imbedded in Bank products.  The Bank’s primary source of interest rate risk exposure arises from repricing risk.  To measure this risk the Bank uses a static gap measurement system that identifies the repricing gaps across the full maturity spectrum of the Bank’s assets and liabilities and an earnings simulation approach.  The gap schedule is known as the interest rate sensitivity report.  The report reflects the repricing characteristics of the Bank’s assets and liabilities.  The report details the calculation of the gap ratio.  This ratio indicates the amount of interest-earning assets repricing within a given period in comparison to the amount of interest-bearing liabilities repricing within the same period of time.  A gap ratio of 1.0 indicates a matched position, in which case the effect on net interest income due to interest rate movements will be minimal.  A gap ratio of less than 1.0 indicates that more liabilities than assets reprice within the time period, and a ratio greater than 1.0 indicates that more assets reprice than liabilities.

The Company's asset/liability management, or its management of interest rate risk, is focused primarily on evaluating and managing net interest income given various risk criteria.  Factors beyond the Company's control, such as market interest rates and competition, may also have an impact on the Company's interest income and interest expense.  In the absence of other factors, the Company's overall yield on interest-earning assets will increase as will its cost of funds on its interest-bearing liabilities when market interest rates increase over an extended period of time.  Inversely, the Company's yields and cost of funds will decrease when market rates decline.  The Company is able to manage these swings to some extent by attempting to control the maturity or rate adjustments of its interest-earning assets and interest-bearing liabilities over given periods of time.


Page 53

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HILLS BANCORPORATION

The Bank maintains an Asset/Liability Committee, which meets at least quarterly to review the interest rate sensitivity position and to review and develop various strategies for managing interest rate risk within the context of the following factors: 1) capital adequacy, 2) asset/liability mix, 3) economic outlook, 4) market characteristics and 5) the interest rate forecast.  In addition, the Bank uses a simulation model to review various assumptions relating to interest rate movement.  The model attempts to limit rate risk even if it appears the Bank’s asset and liability maturities are perfectly matched and a favorable interest margin is present.  The Bank’s policy is to generally maintain a balance between profitability and interest rate risk.

In order to minimize the potential effects of adverse material and prolonged increases or decreases in market interest rates on the Company's operations, management has implemented an asset/liability program designed to mitigate the Company's interest rate sensitivity.  The program emphasizes the origination of adjustable rate loans, which are held in the portfolio, the investment of excess cash in short or intermediate term interest-earning assets, and the solicitation of transaction deposit accounts, which are less sensitive to changes in interest rates and can be re-priced rapidly.

The Bank's interest rate risk, as monitored by management, has not changed materially from December 31, 2017.
Item 4.
Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective, as of the end of the period covered by this report, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports it files with the Securities and Exchange Commission.  There have been no changes in the Company’s internal controls over financial reporting during the nine months ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

HILLS BANCORPORATION
PART II - OTHER INFORMATION

Item 1.
Legal Proceedings

None
Item 1A.
Risk Factors
 
There have been no material changes from the risk factors disclosed in the Company’s Form 10-K for the year ended December 31, 2017.

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Index

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
The following table sets forth information about the Company’s stock purchases, all of which were made pursuant to the 2005 Stock Repurchase Program, for the three months ended September 30, 2018:

Period
Total number of shares
purchased
Average price paid per
share
Total number of
shares purchased
as part of publicly
announced plans
or programs
Maximum number
of shares that may
yet be purchased
under the plans
or programs (1)
July 1 to July 31
23,224

$
58.00

23,224

410,596

August 1 to August 31
5,158

58.66

5,158

405,438

September 1 to September 30
12,436

59.50

12,436

393,002

Total
40,818

$
58.54

40,818

393,002

 
(1)  On July 26, 2005, the Company’s Board of Directors authorized a program to repurchase up to 1,500,000 shares of the Company’s common stock (the “2005 Stock Repurchase Program”).  The Company’s Board of Directors has authorized the 2005 Stock Repurchase Program through December 31, 2019.  The Company expects the purchases pursuant to the 2005 Stock Repurchase Program to be made from time to time in private transactions at a price equal to the most recent quarterly independent appraisal of the shares of the Company’s common stock and with the Board reviewing the overall results of the 2005 Stock Repurchase Program on a quarterly basis.  All purchases made pursuant to the 2005 Stock Repurchase Program since its inception have been made on that basis.  The amount and timing of stock repurchases will be based on various factors, such as the Board’s assessment of the Company’s capital structure and liquidity, the amount of interest shown by shareholders in selling shares of stock to the Company at their appraised value, and applicable regulatory, legal and accounting factors. 
Item 3.
Defaults upon Senior Securities
 
Hills Bancorporation has no senior securities.

Item 4.
Mine Safety Disclosure
 
Not applicable.
Item 5.
Other Information

None


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Index

Item 6.
Exhibits

3.1
Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q Filed with the Commission on May 6, 2015.
3.2
Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 to the Company's Form 10-K Filed with the Commission on March 11, 2015.
31
Certifications under Section 302 of the Sarbanes-Oxley Act of 2002
32
Certifications under Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document (1)
101.SCH
XBRL Taxonomy Extension Schema Document (1)
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document (1)
101.LAB
XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document (1)
(1)
Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, and are otherwise not subject to liability under these sections.

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Index

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 thereunto duly authorized.

 
 
 
HILLS BANCORPORATION
 
 
 
 
Date:
November 5, 2018
 
By:  /s/ Dwight O. Seegmiller
 
 
 
Dwight O. Seegmiller, Director, President and Chief Executive Officer
 
 
 
 
Date:
November 5, 2018
 
By:  /s/ Shari DeMaris
 
 
 
Shari DeMaris, Secretary, Treasurer and Chief Accounting Officer


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Index

HILLS BANCORPORATION
QUARTERLY REPORT OF FORM 10-Q FOR THE
QUARTER ENDED SEPTEMBER 30, 2018
Exhibit
Number
Description
Page Number In The Sequential
Numbering System
September 30, 2018 Form 10-Q
 
 
 
31
59-60

 
 
 
32
61



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