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HILLS BANCORPORATION - Quarter Report: 2019 March (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 March 31, 2019

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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
 
 
 


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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
April 30, 2019
 
 
Common Stock, no par value
9,351,299
 
 
 
 


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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) 
 
March 31, 2019
 
December 31, 2018
ASSETS
(Unaudited)
 
Cash and cash equivalents
$
200,476

 
$
43,305

Investment securities available for sale at fair value (amortized cost March 31, 2019 $323,358 December 31, 2018 $321,660)
323,917

 
318,926

Stock of Federal Home Loan Bank
12,266

 
12,172

Loans held for sale
5,267

 
1,984

Loans, net of allowance for loan losses (March 31, 2019 $36,520; December 31, 2018 $37,810)
2,607,488

 
2,591,085

Property and equipment, net
36,631

 
37,051

Tax credit real estate investment
8,931

 
9,193

Accrued interest receivable
13,970

 
11,784

Deferred income taxes, net
9,669

 
10,869

Goodwill
2,500

 
2,500

Other assets
6,750

 
3,595

Total Assets
$
3,227,865

 
$
3,042,464

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 

 
 

 
 
 
 
Liabilities
 

 
 

Noninterest-bearing deposits
$
363,142

 
$
372,152

Interest-bearing deposits
2,233,750

 
2,048,972

Total deposits
$
2,596,892

 
$
2,421,124

Federal Home Loan Bank borrowings
215,000

 
215,000

Accrued interest payable
2,051

 
1,812

Other liabilities
23,291

 
20,776

Total Liabilities
$
2,837,234

 
$
2,658,712

 
 
 
 
Redeemable Common Stock Held by Employee Stock Ownership Plan (ESOP)
$
49,851

 
$
48,870

 
 
 
 
STOCKHOLDERS' EQUITY
 

 
 

Common stock, no par value; authorized 20,000,000 shares; issued March 31, 2019 10,326,417 shares; December 31, 2018 10,325,191 shares
$

 
$

Paid in capital
55,295

 
52,122

Retained earnings
375,394

 
371,848

Accumulated other comprehensive loss
(1,001
)
 
(3,250
)
Treasury stock at cost (March 31, 2019 974,357 shares; December 31, 2018 988,750 shares)
(39,057
)
 
(36,968
)
Total Stockholders' Equity
$
390,631

 
$
383,752

Less maximum cash obligation related to ESOP shares
49,851

 
48,870

Total Stockholders' Equity Less Maximum Cash Obligation Related to ESOP Shares
$
340,780

 
$
334,882

Total Liabilities & Stockholders' Equity
$
3,227,865

 
$
3,042,464


See Notes to Consolidated Financial Statements.

Page 4

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HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Amounts In Thousands, Except Per Share Amounts)
 
Three Months Ended March 31,
 
2019
 
2018
Interest income:
 
 
 
Loans, including fees
$
29,573

 
$
26,028

Investment securities:
 

 
 

Taxable
758

 
563

Nontaxable
1,025

 
889

Federal funds sold
491

 
551

Total interest income
$
31,847

 
$
28,031

Interest expense:
 

 
 

Deposits
$
6,499

 
$
3,864

FHLB borrowings
1,575

 
1,874

Total interest expense
$
8,074

 
$
5,738

Net interest income
$
23,773

 
$
22,293

Provision for loan losses
(1,246
)
 
(765
)
Net interest income after provision for loan losses
$
25,019

 
$
23,058

Noninterest income:
 

 
 

Net gain on sale of loans
$
286

 
$
331

Trust fees
2,252

 
2,641

Service charges and fees
2,275

 
2,228

Other noninterest income
437

 
428

 
$
5,250

 
$
5,628

 
 
 
 
Noninterest expenses:
 

 
 

Salaries and employee benefits
$
8,722

 
$
8,284

Occupancy
1,186

 
1,101

Furniture and equipment
1,673

 
1,474

Office supplies and postage
459

 
434

Advertising and business development
638

 
630

Outside services
2,572

 
2,578

FDIC insurance assessment
209

 
218

Other noninterest expense
590

 
537

 
$
16,049

 
$
15,256

Income before income taxes
$
14,220

 
$
13,430

Income taxes
3,017

 
2,572

Net income
$
11,203

 
$
10,858

 
 
 
 
Earnings per share:
 

 
 

Basic
$
1.20

 
$
1.16

Diluted
$
1.20

 
$
1.16

 
See Notes to Consolidated Financial Statements.

Page 5

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

 
Three Months Ended March 31,
 
2019
 
2018
Net income
$
11,203

 
$
10,858

 
 
 
 
Other comprehensive income (loss)
 

 
 

Securities:
 

 
 

Net change in unrealized income (loss) on securities available for sale
$
3,293

 
$
(2,257
)
Reclassification adjustment for net gains realized in net income

 

Income taxes
(821
)
 
563

Other comprehensive income (loss) on securities available for sale
$
2,472

 
$
(1,694
)
Derivatives used in cash flow hedging relationships:
 

 
 

Net change in unrealized (loss) income on derivatives
$
(298
)
 
$
1,054

Income taxes
75

 
(263
)
Other comprehensive (loss) income on cash flow hedges
$
(223
)
 
$
791

 
 
 
 
Other comprehensive income (loss), net of tax
$
2,249

 
$
(903
)
 
 
 
 
Comprehensive income
$
13,452

 
$
9,955

 
See Notes to Consolidated Financial Statements.

Page 6

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HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (Amounts In Thousands, Except Share Amounts)
 
Paid In Capital
 
Retained Earnings
 
Accumulated Other
Comprehensive
Income (Loss)
 
Treasury Stock
 
Maximum Cash
Obligation Related
To ESOP Shares
 
Total
Balance, December 31, 2017
$
48,930

 
$
341,558

 
$
(2,446
)
 
$
(33,018
)
 
$
(43,308
)
 
$
311,716

Issuance of 88,943 shares of common stock
2,580

 

 

 
2,224

 

 
4,804

Issuance of 1,957 shares of common stock under the employee stock purchase plan
100

 

 

 

 

 
100

Unearned restricted stock compensation
118

 

 

 

 

 
118

Forfeiture of 208 shares of common stock
(8
)
 
 
 
 
 
 
 
 
 
(8
)
Change related to ESOP shares

 

 

 

 
(2,471
)
 
(2,471
)
Net income

 
10,858

 

 

 

 
10,858

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 47,432 shares of common stock

 

 

 
(2,694
)
 

 
(2,694
)
Other comprehensive loss

 

 
(903
)
 

 

 
(903
)
Balance, March 31, 2018
$
51,720

 
$
345,940

 
$
(3,875
)
 
$
(33,488
)
 
$
(45,779
)
 
$
314,518

 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2018
$
52,122

 
$
371,848

 
$
(3,250
)
 
$
(36,968
)
 
$
(48,870
)
 
$
334,882

Issuance of 84,164 shares of common stock
2,932

 

 

 
2,202

 

 
5,134

Issuance of 1,929 shares of common stock under the employee stock purchase plan
105

 

 

 

 

 
105

Unearned restricted stock compensation
170

 

 

 

 

 
170

Forfeiture of 703 shares of common stock
(34
)
 

 

 

 

 
(34
)
Change related to ESOP shares

 

 

 

 
(981
)
 
(981
)
Net income

 
11,203

 

 

 

 
11,203

Cash dividends ($0.82 per share)

 
(7,657
)
 

 

 

 
(7,657
)
Purchase of 69,771 shares of common stock

 

 

 
(4,291
)
 

 
(4,291
)
Other comprehensive income

 

 
2,249

 

 

 
2,249

Balance, March 31, 2019
$
55,295

 
$
375,394

 
$
(1,001
)
 
$
(39,057
)
 
$
(49,851
)
 
$
340,780

 
See Notes to Consolidated Financial Statements.

Page 7

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

 
Three Months Ended 
 March 31,
 
2019
 
2018
Cash Flows from Operating Activities
 
 
 
Net income
$
11,203

 
$
10,858

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

 
 

Depreciation
847

 
821

Provision for loan losses
(1,246
)
 
(765
)
Forfeiture of common stock
(34
)
 
(8
)
Compensation expensed through issuance of common stock
108

 
91

Provision for deferred income taxes
454

 
303

Net gain on sale of other real estate owned and other repossessed assets
(11
)
 
(2
)
Increase in accrued interest receivable
(2,186
)
 
(593
)
Amortization of premium on investment securities, net
100

 
134

Decrease (increase) in other assets
426

 
(86
)
Decrease in accrued interest payable and other liabilities
(955
)
 
(1,465
)
Loans originated for sale
(29,847
)
 
(31,571
)
Proceeds on sales of loans
26,850

 
31,480

Net gain on sales of loans
(286
)
 
(331
)
Net cash and cash equivalents provided by operating activities
$
5,423

 
$
8,866

 
 
 
 
Cash Flows from Investing Activities
 

 
 

Proceeds from maturities of investment securities available for sale
$
10,251

 
$
10,711

Purchases of investment securities available for sale
(12,143
)
 
(25,856
)
Loans made to customers, net of collections
(15,208
)
 
7,953

Proceeds on sale of other real estate owned and other repossessed assets
62

 
2

Purchases of property and equipment
(427
)
 
(651
)
Income from tax credit real estate, net
262

 
390

Net cash and cash equivalents used in investing activities
$
(17,203
)
 
$
(7,451
)
 
 
 
 
Cash Flows from Financing Activities
 

 
 

Net increase in deposits
$
175,768

 
$
153,212

Net decrease in FHLB borrowings

 
(60,000
)
Issuance of common stock, net of costs
5,026

 
4,713

Purchase of treasury stock
(4,291
)
 
(2,694
)
Proceeds from the issuance of common stock through the employee stock purchase plan
105

 
100

Dividends paid
(7,657
)
 
(7,002
)
Net cash and cash equivalents provided by financing activities
$
168,951

 
$
88,329

 
(Continued)


Page 8

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HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued) (Amounts In Thousands)
 
Three Months Ended 
 March 31,
 
2019
 
2018
Increase in cash and cash equivalents
$
157,171

 
$
89,744

Cash and cash equivalents:
 

 
 

Beginning of period
43,305

 
154,353

End of period
$
200,476

 
$
244,097

 
 
 
 
Supplemental Disclosures
 

 
 

Cash payments for:
 

 
 

Interest paid to depositors
$
6,260

 
$
3,844

Interest paid on other obligations
1,575

 
1,874

Income taxes paid

 

 
 
 
 
Noncash activities:
 

 
 

Increase in maximum cash obligation related to ESOP shares
$
981

 
$
2,471

Transfers to other real estate owned
51

 
62

Right-of-use assets obtained in exchange for operating lease obligations
3,581

 

 
See Notes to Consolidated Financial Statements.



Page 9

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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 three month period ended March 31, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019.  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, 2018 filed with the Securities Exchange Commission on March 5, 2019.  The consolidated balance sheet as of December 31, 2018, 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.

A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity's obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. As of March 31, 2019, the Company did not have any significant contract balances.

An entity is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. The Company has not incurred or capitalized any contract acquisition costs as of March 31, 2019.


Page 10

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


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 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 adopted the ASU on January 1, 2019 and used the alternative transition approach which permits the effects of adoption to be applied at the effective date. 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 elected 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 also elected the short-term lease exemption and combining the lease and nonlease components practical expedients. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. The most significant impact upon adoption relates to the recognition of new ROU assets and lease liabilities on our balance sheet for our equipment and real estate operating leases. Upon adoption, we recognized additional operating liabilities of $3.58 million, with corresponding ROU assets of the same amount based on the present value of the remaining rental payments, including options to extend that are expected to be exercised, under current leasing standards for existing operating leases. There was no cumulative effect of adopting the standard.

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

Page 11

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

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 provided by a third party vendor to assist in the analysis of historical loan data to determine the CECL model that will be implemented. The Company anticipates running parallel calculations of the "incurred loss" and CECL models for the quarter ending June 30, 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 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 Company adopted ASU No. 2017-12 for the period ending March 31, 2019. There was no material impact on the financial statements.

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 for the period ending March 31, 2018.

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 Company adopted ASU No. 2018-07 for the period ending March 31, 2019. There was no material impact on the financial statements.


Page 12

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

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.

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.

In October 2018, the FASB issued ASU No. 2018-16, Derivatives and Hedging (Topic 815), Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. The amendments in this ASU permit use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the interest rates on direct Treasury obligations of the U.S. government, the London Interbank Offered Rate (LIBOR) swap rate, the Overnight Index Swap (OIS) Rate based on the Fed Funds Effective Rate and the Securities Industry and Financial Markets Association (SIFMA) Municipal Swap Rate. The amendments in this ASU are required to be adopted concurrently with the amendments in ASU 2017-12. For public companies, this would be for fiscal years, and interim periods within those fiscal years beginning after December 15, 2018. The Company adopted ASU No. 2018-16 for the period ending March 31, 2019 concurrently with ASU 2017-12. There was no material impact 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.


Page 13

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

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

 
Three Months Ended March 31,
 
2019
 
2018
Common shares outstanding at the beginning of the period
9,336,441

 
9,335,154

Weighted average number of net shares issued
30,816

 
48,969

Weighted average shares outstanding (basic)
9,367,257

 
9,384,123

Weighted average of potential dilutive shares attributable to stock options granted, computed under the treasury stock method
4,008

 
3,890

Weighted average number of shares (diluted)
9,371,265

 
9,388,013

Net income (In thousands)
$
11,203

 
$
10,858

Earnings per share:
 

 
 

Basic
$
1.20

 
$
1.16

Diluted
$
1.20

 
$
1.16



Page 14

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 March 31, 2019 and December 31, 2018:

 
March 31,
2019

December 31, 2018
 
(amounts in thousands)
Net unrealized income (loss) on available-for-sale securities
$
559

 
$
(2,734
)
Net unrealized loss on derivatives used for cash flow hedges
(1,894
)
 
(1,596
)
Tax effect
$
334

 
$
1,080

Net-of-tax amount
$
(1,001
)
 
$
(3,250
)
 
Note 4.
Securities

The carrying values of investment securities at March 31, 2019 and December 31, 2018 are summarized in the following table (dollars in thousands):

 
March 31, 2019
 
December 31, 2018
 
Amount
 
Percent
 
Amount
 
Percent
Securities available for sale
 
 
 
 
 
 
 
U.S. Treasury
$
91,573

 
28.27
%
 
$
83,155

 
26.07
%
Other securities (FHLB, FHLMC and FNMA)
27,531

 
8.50

 
34,871

 
10.93

State and political subdivisions
204,813

 
63.23

 
200,900

 
63.00

Total securities available for sale
$
323,917

 
100.00
%
 
$
318,926

 
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 March 31, 2019 or December 31, 2018. The carrying amount of available-for-sale securities and their approximate fair values were as follows as of March 31, 2019 and December 31, 2018 (in thousands):

 
Amortized Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
(Losses)
 
Estimated Fair
Value
March 31, 2019:
 
 
 
 
 
 
 
U.S. Treasury
$
91,181

 
$
726

 
$
(334
)
 
$
91,573

Other securities (FHLB, FHLMC and FNMA)
27,846

 

 
(315
)
 
27,531

State and political subdivisions
204,331

 
1,189

 
(707
)
 
204,813

Total
$
323,358

 
$
1,915

 
$
(1,356
)
 
$
323,917

December 31, 2018:
 

 
 

 
 

 
 

U.S. Treasury
$
83,839

 
$
124

 
$
(808
)
 
$
83,155

Other securities (FHLB, FHLMC and FNMA)
35,371

 

 
(500
)
 
34,871

State and political subdivisions
202,450

 
278

 
(1,828
)
 
200,900

Total
$
321,660

 
$
402

 
$
(3,136
)
 
$
318,926





Page 15

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 March 31, 2019, were as follows (in thousands):
 
 
Amortized
Cost
 
Fair Value
Due in one year or less
$
57,358

 
$
57,169

Due after one year through five years
186,161

 
186,388

Due after five years through ten years
79,278

 
79,787

Due over ten years
561

 
573

Total
$
323,358

 
$
323,917


As of March 31, 2019 investment securities with a carrying value of $11.72 million were pledged to collateralize 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 March 31, 2019 and December 31, 2018 (in thousands):

 
Less than 12 months
 
12 months or more
 
Total
March 31, 2019
Description of Securities
#
 
Fair Value
 
Unrealized
Loss
 
%
 
#
 
Fair Value
 
Unrealized
Loss
 
%
 
#
 
Fair Value
 
Unrealized
Loss
 
%
U.S. Treasury

 
$

 
$

 
%
 
19

 
$
46,923

 
$
(334
)
 
0.71
%
 
19

 
$
46,923

 
$
(334
)
 
0.71
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other securities (FHLB, FHLMC and FNMA)

 

 

 

 
11

 
27,531

 
(315
)
 
1.14

 
11

 
27,531

 
(315
)
 
1.14

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and political subdivisions
59

 
30,332

 
(148
)
 
0.49

 
262

 
62,104

 
(559
)
 
0.90

 
321

 
92,436

 
(707
)
 
0.76

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total temporarily impaired securities
59

 
$
30,332

 
$
(148
)
 
0.49
%
 
292

 
$
136,558

 
$
(1,208
)
 
0.88
%
 
351

 
$
166,890

 
$
(1,356
)
 
0.81
%

 
Less than 12 months
 
12 months or more
 
Total
December 31, 2018
Description of Securities
#
 
Fair Value
 
Unrealized
Loss
 
%
 
#
 
Fair Value
 
Unrealized
Loss
 
%
 
#
 
Fair Value
 
Unrealized
Loss
 
%
U.S. Treasury
6

 
$
14,644

 
$
(49
)
 
0.33
%
 
19

 
$
46,443

 
$
(759
)
 
1.63
%
 
25

 
$
61,087

 
$
(808
)
 
1.32
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other securities (FHLB, FHLMC and FNMA)

 

 

 

 
14

 
34,871

 
(500
)
 
1.43

 
14

 
34,871

 
(500
)
 
1.43

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and political subdivisions
113

 
31,022

 
(162
)
 
0.52

 
325

 
77,921

 
(1,666
)
 
2.14

 
438

 
108,943

 
(1,828
)
 
1.68

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total temporarily impaired securities
119

 
$
45,666

 
$
(211
)
 
0.46
%
 
358

 
$
159,235

 
$
(2,925
)
 
1.84
%
 
477

 
$
204,901

 
$
(3,136
)
 
1.53
%

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 deterioration in the credit quality of any of the issues that might result in the non-collection of contractual principal and interest. 

Page 16

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

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:

 
March 31,
2019
 
December 31,
2018
 
(Amounts In Thousands)
Agricultural
$
93,573

 
$
92,673

Commercial and financial
227,403

 
229,501

Real estate:
 
 
 
Construction, 1 to 4 family residential
73,868

 
72,279

Construction, land development and commercial
105,466

 
113,807

Mortgage, farmland
238,109

 
236,454

Mortgage, 1 to 4 family first liens
916,408

 
912,059

Mortgage, 1 to 4 family junior liens
152,183

 
152,625

Mortgage, multi-family
351,090

 
352,434

Mortgage, commercial
402,073

 
383,314

Loans to individuals
29,739

 
30,072

Obligations of state and political subdivisions
53,153

 
52,725

 
$
2,643,065

 
$
2,627,943

Net unamortized fees and costs
943

 
952

 
$
2,644,008

 
$
2,628,895

Less allowance for loan losses
36,520

 
37,810

 
$
2,607,488

 
$
2,591,085



Page 17

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 months ended March 31, 2019 were as follows:



Three Months Ended March 31, 2019
 
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
$
2,789

 
$
5,826

 
$
3,292

 
$
3,972

 
$
12,516

 
$
8,165

 
$
1,250

 
$
37,810

Charge-offs

 
(180
)
 
(8
)
 

 
(177
)
 
(4
)
 
(108
)
 
(477
)
Recoveries
10

 
184

 
2

 
5

 
110

 
85

 
37

 
433

Provision
(258
)
 
174

 
(358
)
 
(106
)
 
(819
)
 
(23
)
 
144

 
(1,246
)
 


 


 


 


 


 


 


 


Ending balance
$
2,541

 
$
6,004

 
$
2,928

 
$
3,871

 
$
11,630

 
$
8,223

 
$
1,323

 
$
36,520

 

 

 

 

 

 

 

 

Ending balance, individually evaluated for impairment
$
258

 
$
1,375

 
$

 
$

 
$
74

 
$
483

 
$
59

 
$
2,249

 

 

 

 

 

 

 

 

Ending balance, collectively evaluated for impairment
$
2,283

 
$
4,629

 
$
2,928

 
$
3,871

 
$
11,556

 
$
7,740

 
$
1,264

 
$
34,271

 


 


 


 


 


 


 


 


Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance
$
93,573

 
$
227,403

 
$
179,334

 
$
238,109

 
$
1,068,591

 
$
753,163

 
$
82,892

 
$
2,643,065

 


 


 


 


 


 


 


 


Ending balance, individually evaluated for impairment
$
2,740

 
$
4,039

 
$
832

 
$
4,189

 
$
6,879

 
$
4,333

 
$
59

 
$
23,071

 

 

 

 

 

 

 

 

Ending balance, collectively evaluated for impairment
$
90,833

 
$
223,364

 
$
178,502

 
$
233,920

 
$
1,061,712

 
$
748,830

 
$
82,833

 
$
2,619,994


Page 18

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

Changes in the allowance for loan losses for the three months ended March 31, 2018 were as follows:


 
Three Months Ended March 31, 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

 
(30
)
 

 

 
(121
)
 
(1
)
 
(115
)
 
(267
)
Recoveries
12

 
248

 
143

 

 
98

 
4

 
37

 
542

Provision
(53
)
 
(397
)
 
(352
)
 
40

 
10

 
91

 
(104
)
 
(765
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance
$
2,253

 
$
4,658

 
$
2,780

 
$
3,709

 
$
8,655

 
$
5,794

 
$
1,061

 
$
28,910

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance, individually evaluated for impairment
$
199

 
$
759

 
$
40

 
$

 
$
75

 
$
493

 
$
63

 
$
1,629

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance, collectively evaluated for impairment
$
2,054

 
$
3,899

 
$
2,740

 
$
3,709

 
$
8,580

 
$
5,301

 
$
998

 
$
27,281

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance
$
83,940

 
$
214,004

 
$
166,761

 
$
218,462

 
$
980,150

 
$
705,576

 
$
83,032

 
$
2,451,925

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance, individually evaluated for impairment
$
2,823

 
$
2,550

 
$
946

 
$
3,615

 
$
6,564

 
$
8,025

 
$
63

 
$
24,586

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance, collectively evaluated for impairment
$
81,117

 
$
211,454

 
$
165,815

 
$
214,847

 
$
973,586

 
$
697,551

 
$
82,969

 
$
2,427,339




Page 19

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 March 31, 2019 and December 31, 2018, respectively (amounts in thousands):

 
Agricultural
 
Commercial and
Financial
 
Real Estate:
Construction, 1 to 4
family residential
 
Real Estate:
Construction, land
development and
commercial
March 31, 2019
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
Excellent
$
4,091

 
$
2,718

 
$

 
$
203

Good
15,703

 
47,718

 
12,376

 
17,416

Satisfactory
39,421

 
123,709

 
44,934

 
57,452

Monitor
27,703

 
38,547

 
14,185

 
21,312

Special Mention
836

 
8,566

 
1,978

 
7,576

Substandard
5,819

 
6,145

 
395

 
1,507

Total
$
93,573

 
$
227,403

 
$
73,868

 
$
105,466


 
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
March 31, 2019
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
Excellent
$
5,469

 
$
2,307

 
$
526

 
$
22,051

Good
50,050

 
31,571

 
4,071

 
59,203

Satisfactory
126,988

 
756,430

 
138,533

 
189,192

Monitor
45,440

 
97,980

 
6,241

 
58,506

Special Mention
1,117

 
9,414

 
1,141

 
15,947

Substandard
9,045

 
18,706

 
1,671

 
6,191

Total
$
238,109

 
$
916,408

 
$
152,183

 
$
351,090


 
Real Estate:
Mortgage,
commercial
 
Loans to
individuals
 
Obligations of state and
political subdivisions
 
Total
March 31, 2019
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
Excellent
$
35,391

 
$

 
$
7,985

 
$
80,741

Good
86,117

 
193

 
15,414

 
339,832

Satisfactory
195,035

 
28,663

 
21,563

 
1,721,920

Monitor
74,094

 
588

 
8,191

 
392,787

Special Mention
2,901

 
229

 

 
49,705

Substandard
8,535

 
66

 

 
58,080

Total
$
402,073

 
$
29,739

 
$
53,153

 
$
2,643,065

 

Page 20

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, 2018
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
Excellent
$
3,667

 
$
3,322

 
$

 
$
209

Good
15,342

 
51,562

 
13,029

 
16,667

Satisfactory
39,897

 
121,759

 
42,043

 
68,123

Monitor
27,510

 
35,897

 
15,045

 
19,888

Special Mention
647

 
11,418

 
1,767

 
7,635

Substandard
5,610

 
5,543

 
395

 
1,285

Total
$
92,673

 
$
229,501

 
$
72,279

 
$
113,807


 
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, 2018
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
Excellent
$
5,619

 
$
2,715

 
$
520

 
$
22,058

Good
52,364

 
33,134

 
4,569

 
60,047

Satisfactory
126,706

 
752,473

 
138,533

 
187,641

Monitor
41,486

 
96,187

 
6,242

 
60,398

Special Mention
1,055

 
10,439

 
1,130

 
16,065

Substandard
9,224

 
17,111

 
1,631

 
6,225

Total
$
236,454

 
$
912,059

 
$
152,625

 
$
352,434


 
Real Estate:
Mortgage,
commercial
 
Loans to
individuals
 
Obligations of state and
political subdivisions
 
Total
December 31, 2018
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
Excellent
$
34,096

 
$

 
$
8,117

 
$
80,323

Good
86,453

 
315

 
15,652

 
349,134

Satisfactory
177,271

 
28,797

 
20,685

 
1,703,928

Monitor
74,990

 
647

 
8,271

 
386,561

Special Mention
3,228

 
217

 

 
53,601

Substandard
7,276

 
96

 

 
54,396

Total
$
383,314

 
$
30,072

 
$
52,725

 
$
2,627,943



Page 21

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 22

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

Past due loans as of March 31, 2019 and December 31, 2018 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)
March 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
Agricultural
$
2,057

 
$
445

 
$
1,616

 
$
4,118

 
$
89,455

 
$
93,573

 
$
583

Commercial and financial
1,158

 
371

 
242

 
1,771

 
225,632

 
227,403

 

Real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction, 1 to 4 family residential
692

 

 

 
692

 
73,176

 
73,868

 

Construction, land development and commercial
1,036

 
32

 

 
1,068

 
104,398

 
105,466

 

Mortgage, farmland
6,954

 

 
630

 
7,584

 
230,525

 
238,109

 

Mortgage, 1 to 4 family first liens
9,145

 
666

 
2,790

 
12,601

 
903,807

 
916,408

 

Mortgage, 1 to 4 family junior liens
190

 
395

 

 
585

 
151,598

 
152,183

 

Mortgage, multi-family
143

 

 

 
143

 
350,947

 
351,090

 

Mortgage, commercial
1,633

 

 
281

 
1,914

 
400,159

 
402,073

 

Loans to individuals
124

 
46

 

 
170

 
29,569

 
29,739

 

Obligations of state and political subdivisions

 

 

 

 
53,153

 
53,153

 

 
$
23,132

 
$
1,955

 
$
5,559

 
$
30,646

 
$
2,612,419

 
$
2,643,065

 
$
583

 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2018
 

 
 

 
 

 
 

 
 

 
 

 
 

Agricultural
$
1,026

 
$

 
$
135

 
$
1,161

 
$
91,512

 
$
92,673

 
$

Commercial and financial
988

 
459

 
225

 
1,672

 
227,829

 
229,501

 

Real estate:
 
 
 
 
 
 
 

 
 
 
 

 
 

Construction, 1 to 4 family residential

 

 
212

 
212

 
72,067

 
72,279

 
212

Construction, land development and commercial
233

 
202

 

 
435

 
113,372

 
113,807

 

Mortgage, farmland
193

 
388

 

 
581

 
235,873

 
236,454

 

Mortgage, 1 to 4 family first liens
3,972

 
833

 
3,234

 
8,039

 
904,020

 
912,059

 
158

Mortgage, 1 to 4 family junior liens
199

 
36

 

 
235

 
152,390

 
152,625

 

Mortgage, multi-family

 

 

 

 
352,434

 
352,434

 

Mortgage, commercial
733

 
344

 

 
1,077

 
382,237

 
383,314

 

Loans to individuals
195

 

 
22

 
217

 
29,855

 
30,072

 

Obligations of state and political subdivisions

 

 

 

 
52,725

 
52,725

 

 
$
7,539

 
$
2,262

 
$
3,828

 
$
13,629

 
$
2,614,314

 
$
2,627,943

 
$
370

 

Page 23

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 March 31, 2019 and December 31, 2018, was as follows:

 
March 31, 2019
 
December 31, 2018
 
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
$
1,308

 
$
583

 
$
97

 
$
1,338

 
$

 
$
120

Commercial and financial
1,857

 

 
2,143

 
1,476

 

 
2,686

Real estate:
 

 
 

 
 

 
 

 
 

 
 

Construction, 1 to 4 family residential
395

 

 

 

 
212

 

Construction, land development and commercial

 

 
326

 

 

 
328

Mortgage, farmland
1,037

 

 
3,903

 
1,062

 

 
3,301

Mortgage, 1 to 4 family first liens
5,833

 

 
1,132

 
5,799

 
158

 
1,143

Mortgage, 1 to 4 family junior liens

 

 
24

 

 

 
24

Mortgage, multi-family
143

 

 

 
145

 

 

Mortgage, commercial
1,196

 

 
925

 
1,009

 

 
937

 
$
11,769

 
$
583

 
$
8,550

 
$
10,829

 
$
370

 
$
8,539


(1)
There were $5.07 million and $4.84 million of TDR loans included within nonaccrual loans as of March 31, 2019 and December 31, 2018, respectively.

Loans 90 days or more past due that are still accruing interest increased $0.21 million from December 31, 2018 to March 31, 2019 due to an increase in the number of accruing loans past due 90 days or more. As of March 31, 2019 there were 3 accruing loans past due 90 days or more. The average accruing loans past due as of March 31, 2019 are $0.19 million. There were 2 accruing loans past due 90 days or more as of December 31, 2018 and the average loan balance was $0.19 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 24

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

Below is a summary of information for TDR loans as of March 31, 2019 and December 31, 2018:

 
March 31, 2019
 
December 31, 2018
 
Number
of
contracts
 
Recorded
investment
 
Commitments
outstanding
 
Number
of
contracts
 
Recorded
investment
 
Commitments
outstanding
 
 
 
(Amounts In Thousands)
 
 
 
(Amounts In Thousands)
Agricultural
6

 
$
1,512

 
$
12

 
5

 
$
1,316

 
$
91

Commercial and financial
13

 
3,646

 
135

 
13

 
3,867

 
75

Real estate:
 
 
 
 
 
 
 
 
 
 
 
Construction, 1 to 4 family residential

 

 

 

 

 

Construction, land development and commercial
2

 
326

 

 
2

 
328

 

Mortgage, farmland
9

 
4,873

 

 
8

 
4,291

 

Mortgage, 1 to 4 family first liens
15

 
1,695

 

 
16

 
1,710

 

Mortgage, 1 to 4 family junior liens
1

 
24

 

 
1

 
24

 

Mortgage, multi-family

 

 

 

 

 

Mortgage, commercial
9

 
1,798

 

 
9

 
1,839

 

Loans to individuals

 

 

 

 

 

 
55

 
$
13,874

 
$
147

 
54

 
$
13,375

 
$
166


The following is a summary of TDR loans that were modified during the three months ended March 31, 2019:
 
Three Months Ended March 31, 2019
 
Number
of
contracts
 
Pre-modification
recorded
investment
 
Post-modification
recorded
investment
 
 
 
(Amounts In Thousands)
Agricultural
1

 
$
250

 
$
250

Commercial and financial

 

 

Real estate:
 

 
 

 
 

Construction, 1 to 4 family residential

 

 

Construction, land development and commercial

 

 

Mortgage, farmland
1

 
620

 
620

Mortgage, 1 to 4 family first lien

 

 

Mortgage, 1 to 4 family junior liens

 

 

Mortgage, multi-family

 

 

Mortgage, commercial

 

 

 
2

 
$
870

 
$
870


Page 25

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

The Company had commitments to lend $0.15 million in additional borrowings to restructured loan customers as of March 31, 2019.  The Company had commitments to lend $0.17 million in additional borrowings to restructured loan customers as of December 31, 2018.  These commitments were in the normal course of business.  The additional borrowings were not used to facilitate payments on these loans.

There was one TDR loan that was in payment default (defined as past due 90 days or more) totaling $0.25 million during the period ended March 31, 2019 and none for the year ended December 31, 2018.





Page 26

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

Information regarding impaired loans as of and for the three months ended March 31, 2019 is as follows:
 
March 31, 2019
 
Three Months Ended 
 March 31, 2019
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Average Recorded
Investment
 
Interest Income
Recognized
With no related allowance recorded:
(Amounts In Thousands)
Agricultural
$
1,359

 
$
1,653

 
$

 
$
1,377

 
$
9

Commercial and financial
1,639

 
2,493

 

 
1,682

 
11

Real estate:
 

 
 

 
 

 
 

 
 
Construction, 1 to 4 family residential
110

 
148

 

 
111

 

Construction, land development and commercial
722

 
738

 

 
722

 
4

Mortgage, farmland
4,189

 
4,667

 

 
4,198

 
39

Mortgage, 1 to 4 family first liens
6,068

 
7,860

 

 
6,143

 
9

Mortgage, 1 to 4 family junior liens

 
252

 

 

 

Mortgage, multi-family
143

 
213

 

 
144

 

Mortgage, commercial
2,047

 
2,745

 

 
2,068

 
10

Loans to individuals

 
14

 

 

 

 
$
16,277

 
$
20,783

 
$

 
$
16,445

 
$
82

 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 

 
 

 
 

 
 

 
 

Agricultural
$
1,381

 
$
1,552

 
$
258

 
$
1,396

 
$
8

Commercial and financial
2,400

 
2,429

 
1,375

 
2,476

 
23

Real estate:
 
 
 
 
 
 
 
 
 
Construction, 1 to 4 family residential

 

 

 

 

Construction, land development and commercial

 

 

 

 

Mortgage, farmland

 

 

 

 

Mortgage, 1 to 4 family first liens
787

 
794

 
73

 
789

 
4

Mortgage, 1 to 4 family junior liens
24

 
24

 
1

 
24

 

Mortgage, multi-family
1,402

 
1,402

 
282

 
1,408

 
17

Mortgage, commercial
741

 
741

 
201

 
744

 
8

Loans to individuals
59

 
59

 
59

 
56

 
2

 
$
6,794

 
$
7,001

 
$
2,249

 
$
6,893

 
$
62

 
 
 
 
 
 
 
 
 
 
Total:
 

 
 

 
 

 
 

 
 

Agricultural
$
2,740

 
$
3,205

 
$
258

 
$
2,773

 
$
17

Commercial and financial
4,039

 
4,922

 
1,375

 
4,158

 
34

Real estate:
 

 
 

 
 

 
 

 
 

Construction, 1 to 4 family residential
110

 
148

 

 
111

 

Construction, land development and commercial
722

 
738

 

 
722

 
4

Mortgage, farmland
4,189

 
4,667

 

 
4,198

 
39

Mortgage, 1 to 4 family first liens
6,855

 
8,654

 
73

 
6,932

 
13

Mortgage, 1 to 4 family junior liens
24

 
276

 
1

 
24

 

Mortgage, multi-family
1,545

 
1,615

 
282

 
1,552

 
17

Mortgage, commercial
2,788

 
3,486

 
201

 
2,812

 
18

Loans to individuals
59

 
73

 
59

 
56

 
2

 
$
23,071

 
$
27,784

 
$
2,249

 
$
23,338

 
$
144


Page 27

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

Information regarding impaired loans as of December 31, 2018 is as follows:

 
Recorded
Investment
 
Unpaid Principal
Balance
 
Related
Allowance
With no related allowance recorded:
(Amounts In Thousands)
Agricultural
$
1,395

 
$
1,663

 
$

Commercial and financial
1,650

 
2,503

 

Real estate:
 

 
 

 
 

Construction, 1 to 4 family residential
111

 
148

 

Construction, land development and commercial
328

 
344

 

Mortgage, farmland
3,612

 
4,071

 

Mortgage, 1 to 4 family first liens
6,089

 
7,819

 

Mortgage, 1 to 4 family junior liens

 
254

 

Mortgage, multi-family
145

 
213

 

Mortgage, commercial
1,871

 
2,486

 

Loans to individuals

 
14

 

 
$
15,201

 
$
19,515

 
$

 
 
 
 
 
 
With an allowance recorded:
 

 
 

 
 

Agricultural
$
1,065

 
$
1,229

 
$
479

Commercial and financial
2,512

 
2,512

 
1,189

Real estate:
 

 
 

 
 

Construction, 1 to 4 family residential
698

 
698

 
4

Construction, land development and commercial

 

 

Mortgage, farmland

 

 

Mortgage, 1 to 4 family first liens
899

 
974

 
70

Mortgage, 1 to 4 family junior liens
24

 
24

 
2

Mortgage, multi-family
7,447

 
7,447

 
305

Mortgage, commercial
75

 
75

 
1

Loans to individuals
64

 
64

 
64

 
$
12,784

 
$
13,023

 
$
2,114

 
 
 
 
 
 
Total:
 

 
 

 
 

Agricultural
$
2,460

 
$
2,892

 
$
479

Commercial and financial
4,162

 
5,015

 
1,189

Real estate:
 

 
 

 
 

Construction, 1 to 4 family residential
809

 
846

 
4

Construction, land development and commercial
328

 
344

 

Mortgage, farmland
3,612

 
4,071

 

Mortgage, 1 to 4 family first liens
6,988

 
8,793

 
70

Mortgage, 1 to 4 family junior liens
24

 
278

 
2

Mortgage, multi-family
7,592

 
7,660

 
305

Mortgage, commercial
1,946

 
2,561

 
1

Loans to individuals
64

 
78

 
64

 
$
27,985

 
$
32,538

 
$
2,114



Page 28

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

Impaired loans decreased $4.91 million from December 31, 2018 to March 31, 2019.  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 0.87% of loans held for investment as of March 31, 2019 and 1.06% as of December 31, 2018.  The decrease in impaired loans is due mainly to a decrease of $5.99 million in relationships with a specific allowance for losses, and is offset by a $0.21 million increase in 90 days or more accruing loans, an increase in TDR loans of $0.50 million, and an increase in nonaccrual loans of $0.94 million from December 31, 2018 to March 31, 2019.

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.

Note 6.
Leases

The Bank leases branch offices, parking facilities and certain equipment under operating leases. The leases have remaining lease terms of 1 year to 16 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year. As the options are reasonably certain to be exercised, they are recognized as part of the right-of-use assets and lease liabilities.

For the three months ended March 31, 2019, total operating lease expense was $0.17 million included in occupancy expenses in the consolidated statement of income. Included in this were $0.14 million of operating lease costs, $0.01 million of short term lease costs, and $0.02 million of variable lease costs.
For the three months ended March 31, 2019, cash paid for amounts included in the measurement of operating lease liabilities was $0.14 million and right-of-use assets obtained in exchange for lease obligations was $3.58 million.



Page 29

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



As of March 31, 2019, operating lease right-of-use assets included in other assets and liabilities was $3.58 million. The weighted average remaining lease term for operating leases was 11.20 years and the weighted average discount rate for operating leases was 3.43%. Discount rates used were determined from FHLB borrowing rates for comparable terms.
As of March 31, 2019, maturities of lease liabilities were as follows:
Year ending December 31:
(Amounts In Thousands)
2019
$
467

2020
470

2021
456

2022
447

2023
301

Thereafter
2,259

Total lease payments
4,400

Less imputed interest
(819
)
Total operating lease liabilities
$
3,581








Page 30

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

Note 7.
Fair Value Measurements

The carrying value and estimated fair values of the Company's financial instruments as of March 31, 2019 are as follows:
 
March 31, 2019
 
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
$
200,476

 
$
200,476

 
$
200,476

 
$

 
$

Investment securities
336,183

 
336,183

 
91,573

 
244,610

 

Loans held for sale
5,267

 
5,267

 

 
5,267

 

Loans
 

 
 

 
 

 
 

 
 

Agricultural
91,032

 
93,028

 

 

 
93,028

Commercial and financial
221,399

 
225,946

 

 

 
225,946

Real estate:
 

 


 
 

 
 

 
 

Construction, 1 to 4 family residential
72,589

 
73,965

 

 

 
73,965

Construction, land development and commercial
103,817

 
105,134

 

 

 
105,134

Mortgage, farmland
234,238

 
235,465

 

 

 
235,465

Mortgage, 1 to 4 family first liens
907,397

 
888,705

 

 

 
888,705

Mortgage, 1 to 4 family junior liens
150,507

 
148,210

 

 

 
148,210

Mortgage, multi-family
347,138

 
344,083

 

 

 
344,083

Mortgage, commercial
397,802

 
395,694

 

 

 
395,694

Loans to individuals
28,921

 
30,424

 

 

 
30,424

Obligations of state and political subdivisions
52,648

 
52,338

 

 

 
52,338

Accrued interest receivable
13,970

 
13,970

 

 
13,970

 

Total financial instrument assets
$
3,163,384

 
$
3,148,888

 
$
292,049

 
$
263,847

 
$
2,592,992

Financial instrument liabilities
 

 
 

 
 

 
 

 
 

Deposits
 

 
 

 
 

 
 

 
 

Noninterest-bearing deposits
$
363,142

 
$
363,142

 
$

 
$
363,142

 
$

Interest-bearing deposits
2,233,750

 
2,243,433

 

 
2,243,433

 

Other borrowings

 

 

 

 

Federal Home Loan Bank borrowings
215,000

 
208,188

 

 
208,188

 

Interest rate swaps
1,894

 
1,894

 

 
1,894

 

Accrued interest payable
2,051

 
2,051

 

 
2,051

 

Total financial instrument liabilities
$
2,815,837

 
$
2,818,708

 
$

 
$
2,818,708

 
$

 
 
 
 
 
 
 
 
 
 
 
Face Amount
 
 

 
 

 
 

 
 

Financial instrument with off-balance sheet risk:
 

 
 

 
 

 
 

 
 

Loan commitments
$
393,424

 
$

 
$

 
$

 
$

Letters of credit
8,918

 

 

 

 

Total financial instrument liabilities with off-balance-sheet risk
$
402,342

 
$

 
$

 
$

 
$

(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 31

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, 2018 are as follows:

 
December 31, 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
$
43,305

 
$
43,305

 
$
43,305

 
$

 
$

Investment securities
331,098

 
331,098

 
83,155

 
247,943

 

Loans held for sale
1,984

 
1,984

 

 
1,984

 

Loans
 

 
 

 
 

 
 

 
 

Agricultural
89,884

 
93,736

 

 

 
93,736

Commercial and financial
223,675

 
227,774

 

 

 
227,774

Real estate:
 

 
 

 
 

 
 

 
 

Construction, 1 to 4 family residential
70,982

 
72,419

 

 

 
72,419

Construction, land development and commercial
111,812

 
112,960

 

 

 
112,960

Mortgage, farmland
232,482

 
235,771

 

 

 
235,771

Mortgage, 1 to 4 family first liens
902,261

 
882,908

 

 

 
882,908

Mortgage, 1 to 4 family junior liens
150,859

 
148,128

 

 

 
148,128

Mortgage, multi-family
348,351

 
342,099

 

 

 
342,099

Mortgage, commercial
379,232

 
376,257

 

 

 
376,257

Loans to individuals
29,349

 
29,962

 

 

 
29,962

Obligations of state and political subdivisions
52,198

 
51,945

 

 

 
51,945

Accrued interest receivable
11,784

 
11,784

 

 
11,784

 

Total financial instrument assets
$
2,979,256

 
$
2,962,130

 
$
126,460

 
$
261,711

 
$
2,573,959

Financial instrument liabilities:
 

 
 

 
 

 
 

 
 

Deposits
 

 
 

 
 

 
 

 
 

Noninterest-bearing deposits
$
372,152

 
$
372,152

 
$

 
$
372,152

 
$

Interest-bearing deposits
2,048,972

 
2,059,336

 

 
2,059,336

 

Other borrowings

 

 

 

 

Federal Home Loan Bank borrowings
215,000

 
207,948

 

 
207,948

 

Interest rate swaps
1,596

 
1,596

 
 
 
1,596

 
 
Accrued interest payable
1,812

 
1,812

 

 
1,812

 

Total financial instrument liabilities
$
2,639,532

 
$
2,642,844

 
$

 
$
2,642,844

 
$

 
 
 
 
 
 
 
 
 
 
 
Face Amount
 
 

 
 

 
 

 
 

Financial instrument with off-balance sheet risk:
 

 
 

 
 

 
 

 
 

Loan commitments
$
375,940

 
$

 
$

 
$

 
$

Letters of credit
9,033

 

 

 

 

Total financial instrument liabilities with off-balance-sheet risk
$
384,973

 
$

 
$

 
$

 
$

 
(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 32

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.

ASSETS

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.  U.S. Treasury securities are considered Level 1 with the remaining securities considered Level 2.

The pricing for investment securities is obtained from an independent source.  There are no 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 three months ended March 31, 2019.   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.

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

Page 33

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

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.
Loans held for sale are carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the short time between origination of the loan and its sale on the secondary market (Level 2). The market is active for these loans and as a result prices for similar assets are available.
Impaired loans: A loan is considered to be impaired when it is probable that all of the principal and interest due may not be collected according to its contractual terms. Generally, when a loan is considered impaired, the amount of reserve required under ASC 310, Receivables, is measured based on the fair value of the underlying collateral. The Company makes such measurements on all material loans deemed impaired using the fair value of the collateral for collateral dependent loans. The fair value of collateral used by the Company is determined by obtaining an observable market price or by obtaining an appraised value from an independent, licensed or certified appraiser, using observable market data. This data includes information such as selling price of similar properties and capitalization rates of similar properties sold within the market, expected future cash flows or earnings of the subject property based on current market expectations, and other relevant factors. All appraised values are adjusted for market-related trends based on the Company's experience in sales and other appraisals of similar property types as well as estimated selling costs. Each quarter management reviews all collateral dependent impaired loans on a loan-by-loan basis to determine whether updated appraisals are necessary based on loan performance, collateral type and guarantor support. At times, the Company measures the fair value of collateral dependent impaired loans using appraisals with dates prior to one year from the date of review. These appraisals are discounted by applying current, observable market data about similar property types such as sales contracts, estimations of value by individuals familiar with the market, other appraisals, sales or collateral assessments based on current market activity until updated appraisals are obtained. Depending on the length of time since an appraisal was performed, the data provided through reviews and estimated selling costs, collateral values are typically discounted by 0-35%. These loans are considered Level 3 as the instruments used to determine fair market value require significant management judgment and estimation.
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).

LIABILITIES

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).




Page 34

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:

 
March 31, 2019
 
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
$
91,573

 
$

 
$

 
$
91,573

State and political subdivisions

 
204,813

 

 
204,813

Other securities (FHLB, FHLMC and FNMA)

 
27,531

 

 
27,531

Derivative Financial Instruments
 
 
 
 
 
 
 
Interest rate swaps
$

 
(1,894
)
 
$

 
(1,894
)
Total
$
91,573

 
$
230,450

 
$

 
$
322,023


 
December 31, 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
$
83,155

 
$

 
$

 
$
83,155

State and political subdivisions

 
200,900

 

 
200,900

Other securities (FHLB, FHLMC and FNMA)

 
34,871

 

 
34,871

Derivative Financial Instruments
 
 
 
 
 
 
 
Interest rate swaps

 
(1,596
)
 

 
(1,596
)
Total
$
83,155

 
$
234,175

 
$

 
$
317,330

 
(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 three months ended March 31, 2019 and the year ended December 31, 2018.



Page 35

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.

 
March 31, 2019
 
Three Months Ended March 31, 2019
 
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
$

 
$

 
$
2,090

 
$
2,090

 
$

Commercial and financial

 

 
2,566

 
2,566

 
50

Real Estate:
 
 
 
 
 
 
 
 

Construction, 1 to 4 family residential

 

 

 

 

Construction, land development and commercial

 

 
612

 
612

 
8

Mortgage, farmland

 

 
3,674

 
3,674

 

Mortgage, 1 to 4 family first liens

 

 
6,746

 
6,746

 
90

Mortgage, 1 to 4 family junior liens

 

 
23

 
23

 

Mortgage, multi-family

 

 
1,120

 
1,120

 

Mortgage, commercial

 

 
2,108

 
2,108

 

Loans to individuals

 

 

 

 

Foreclosed assets (5)

 

 

 

 

Total
$

 
$

 
$
18,939

 
$
18,939

 
$
148

 
(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 36

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

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

 
December 31, 2018
 
Year Ended December 31, 2018
 
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
$

 
$

 
$
1,160

 
$
1,160

 
$
63

Commercial and financial

 

 
2,882

 
2,882

 
122

Real Estate:
 
 
 
 
 
 
 
 
 
Construction, 1 to 4 family residential

 

 

 

 

Construction, land development and commercial

 

 
703

 
703

 

Mortgage, farmland

 

 
3,848

 
3,848

 

Mortgage, 1 to 4 family first liens

 

 
6,729

 
6,729

 
520

Mortgage, 1 to 4 family junior liens

 

 
22

 
22

 
60

Mortgage, multi-family

 

 
7,286

 
7,286

 

Mortgage, commercial

 

 
1,458

 
1,458

 
349

Loans to individuals

 

 

 

 

Foreclosed assets (5)

 

 

 

 

Total
$

 
$

 
$
24,088

 
$
24,088

 
$
1,114


(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 8.
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, 2020.  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 1,196,650 shares of its common stock in privately negotiated transactions from August 1, 2005 through March 31, 2019.  Of these 1,196,650 shares, 69,771 shares were purchased during the quarter ended March 31, 2019, at an average price per share of $61.50.

Page 37

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

Note 9.
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 $98.32 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 March 31, 2019 and December 31, 2018 is as follows:
 
 
March 31, 2019
 
December 31, 2018
 
(Amounts In Thousands)
Firm loan commitments and unused portion of lines of credit:
 
 
 
Home equity loans
$
60,782

 
$
59,330

Credit cards
54,165

 
52,802

Commercial, real estate and home construction
100,245

 
89,171

Commercial lines and real estate purchase loans
178,232

 
174,637

Outstanding letters of credit
8,918

 
9,033

 
Note 10.
Income Taxes

Federal income tax expense for the three months ended March 31, 2019 and 2018 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, 2018, 2017, and 2016 remain subject to examination by the Internal Revenue Service.  For state tax purposes, the tax years ended December 31, 2018, 2017, and 2016 remain open for examination.  There were no material unrecognized tax benefits at March 31, 2019  and December 31, 2018 and therefore no interest or penalties on unrecognized tax benefits has been recorded.  As of March 31, 2019, the Company does not anticipate any significant increase in unrecognized tax benefits during the twelve-month period ending March 31, 2020. Income taxes as a percentage of income before taxes were 21.22% for the three months ended March 31, 2019 and 19.15% for the same period in 2018

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.

Page 38

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


Note 11.
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 $1.89 million of collateral as of March 31, 2019.

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 March 31, 2019 and December 31, 2018:

 
Notional
Amount
 
Fair
Value
 
Balance
Sheet
Category
 
Maturity
 
(Amounts in Thousands)
 
 
March 31, 2019
 
 
 
 
 
 
    
Interest rate swap
$
25,000

 
$
(182
)
 
Other Liabilities
 
11/9/2020
Interest rate swap
25,000

 
(1,712
)
 
Other Liabilities
 
11/7/2023
 
 
 
 
 
 
 
 
December 31, 2018
 

 
 

 
 
 
    
Interest rate swap
$
25,000

 
$
(120
)
 
Other Liabilities
 
11/9/2020
Interest rate swap
25,000

 
(1,476
)
 
Other Liabilities
 
11/7/2023



Page 39

Index
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 three months ended March 31, 2019 and year ended December 31, 2018:

 
 
 
 
 
Recognized
in OCI
 
Reclassified 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)
March 31, 2019
 
 
 
 
 
 
 
 
 
Interest rate swap
$
(46
)
 
Interest Expense
 
$

 
Other Income
 
$

Interest rate swap
(177
)
 
Interest Expense
 

 
Other Income
 

 
 
 
 
 
 
 
 
 
 
December 31, 2018
 

 
 
 
 

 
 
 
 

Interest rate swap
$
347

 
Interest Expense
 
$

 
Other Income
 
$

Interest rate swap
571

 
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 March 31, 2019 and December 31, 2018 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 March 31, 2019, the Bank has nineteen full-service locations.

Net income for the three month period ended March 31, 2019 was $11.20 million compared to $10.86 million for the same three months of 2018, an increase of 3.18%.  The $0.34 million increase in net income was caused by a number of factors.  The principal factors in the increase in net income for the first three months of 2019 are an increase in net interest income of $1.48 million and a decrease in the provision for loan losses of $0.48 million. These changes were offset by a decrease in noninterest income of $0.38 million, an increase in income tax expense of $0.45 million and an increase in noninterest expenses of $0.79 million.

The Company achieved a return on average assets of 1.23% and a return on average equity of 11.36% for the twelve months ended March 31, 2019, compared to the twelve months ended March 31, 2018, which were 1.07% and 9.82%, respectively.  Dividends of $0.82 per share were paid in January 2019 to 2,481 shareholders.  The 2018 dividend was $0.75 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 3.27% for the three months ended March 31, 2019 compared to 3.25% for the same three months of 2018.  Average earning assets were $3.013 billion year to date in 2019 and $2.875 billion in 2018.


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Highlights noted on the balance sheet as of March 31, 2019 for the Company included the following:

Total assets were $3.228 billion, an increase of $185.40 million since December 31, 2018.
Cash and cash equivalents were $200.48 million, an increase of $157.17 million since December 31, 2018. Cash and cash equivalents growth included approximately $84.00 million of temporary public funds.
Net loans were $2.613 billion, an increase of $19.69 million since December 31, 2018.  Loans held for sale increased $3.28 million since December 31, 2018.
Deposits increased $175.77 million since December 31, 2018. Deposit growth included approximately $84.00 million in temporary public funds.

Reference is made to Note 7 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, 2019 and into 2020.  As indicated in the table below, growth is primarily in farmland, mortgage 1 to 4 family first liens and commercial real estate loans. 

The following table sets forth the composition of the loan portfolio as of March 31, 2019 and December 31, 2018:

 
March 31, 2019
 
December 31, 2018
 
Amount
 
Percent
 
Amount
 
Percent
 
(Amounts In Thousands)
 
(Amounts In Thousands)
Agricultural
$
93,573

 
3.54
%
 
$
92,673

 
3.53
%
Commercial and financial
227,403

 
8.60

 
229,501

 
8.73

Real estate:
 

 
 
 
 

 
 
Construction, 1 to 4 family residential
73,868

 
2.79

 
72,279

 
2.75

Construction, land development and commercial
105,466

 
3.99

 
113,807

 
4.33

Mortgage, farmland
238,109

 
9.01

 
236,454

 
9.00

Mortgage, 1 to 4 family first liens
916,408

 
34.67

 
912,059

 
34.71

Mortgage, 1 to 4 family junior liens
152,183

 
5.76

 
152,625

 
5.81

Mortgage, multi-family
351,090

 
13.28

 
352,434

 
13.41

Mortgage, commercial
402,073

 
15.21

 
383,314

 
14.58

Loans to individuals
29,739

 
1.13

 
30,072

 
1.14

Obligations of state and political subdivisions
53,153

 
2.01

 
52,725

 
2.01

 
$
2,643,065

 
100.00
%
 
$
2,627,943

 
100.00
%
Net unamortized fees and costs
943

 
 

 
952

 
 

 
$
2,644,008

 
 

 
$
2,628,895

 
 

Less allowance for loan losses
36,520

 
 

 
37,810

 
 

 
$
2,607,488

 
 

 
$
2,591,085

 
 



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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 March 31, 2019 and December 31, 2018:
 
 
March 31, 2019
 
December 31, 2018
 
Amount
 
% of Total
Allowance
 
% of Loans to
Total Loans
 
Amount
 
% of Total
Allowance
 
% of Loans to
Total Loans
 
(In Thousands)
 
 
 
 
 
(In Thousands)
 
 
 
 
Agricultural
$
2,541

 
6.96
%
 
3.54
%
 
$
2,789

 
7.38
%
 
3.53
%
Commercial and financial
6,004

 
16.44

 
8.60

 
5,826

 
15.41

 
8.73

Real estate:
 

 
 
 
 
 
 

 
 

 
 
Construction, 1 to 4 family residential
1,279

 
3.50

 
2.79

 
1,297

 
3.43

 
2.75

Construction, land development and commercial
1,649

 
4.52

 
3.99

 
1,995

 
5.28

 
4.33

Mortgage, farmland
3,871

 
10.60

 
9.01

 
3,972

 
10.51

 
9.00

Mortgage, 1 to 4 family first liens
9,954

 
27.26

 
34.67

 
10,750

 
28.43

 
34.71

Mortgage, 1 to 4 family junior liens
1,676

 
4.59

 
5.76

 
1,766

 
4.67

 
5.81

Mortgage, multi-family
3,952

 
10.82

 
13.28

 
4,083

 
10.80

 
13.41

Mortgage, commercial
4,271

 
11.69

 
15.21

 
4,082

 
10.80

 
14.58

Loans to individuals
818

 
2.24

 
1.13

 
723

 
1.91

 
1.14

Obligations of state and political subdivisions
505

 
1.38

 
2.01

 
527

 
1.38

 
2.01

 
$
36,520

 
100.00
%
 
100.00
%
 
$
37,810

 
100.00
%
 
100.00
%

The allowance for loan losses totaled $36.52 million at March 31, 2019 compared to $37.81 million at December 31, 2018.  The percentage of the allowance to outstanding loans was 1.38% and 1.44% at March 31, 2019 and December 31, 2018, 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 decrease in the allowance in 2019 is the result of change in the composition and allocation of loans within credit quality ratings and improvements in the credit quality of the Bank's loan portfolio.

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 March 31, 2019, 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.


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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.

Investment securities available for sale held by the Company increased by $4.99 million from December 31, 2018 to March 31, 2019.  The fair value of securities available for sale was $0.56 million more than the amortized cost of such securities as of March 31, 2019.  At December 31, 2018, the fair value of the securities available for sale was $2.73 million less than the amortized cost of such securities.

Deposits increased $175.77 million in the first three months of 2019 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 $137.87 million as of March 31, 2019 with an average rate of 2.57%.  Brokered deposits were $132.46 million as of December 31, 2018 with an average interest rate of 2.46%. As of March 31, 2019 and December 31, 2018, brokered deposits were 5.31% and 5.47% of total deposits, respectively.

Federal Home Loan Bank (FHLB) borrowings were $215 million as of March 31, 2019 and December 31, 2018. 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 2019, Hills Bancorporation paid a dividend of $7.66 million or $0.82 per share.  The dividend was $0.75 per share in January 2018.  After payment of the dividend and the adjustment for accumulated other comprehensive income, stockholders’ equity as of March 31, 2019 totaled $340.78 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 March 31, 2019 and December 31, 2018, 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 March 31, 2019 and December 31, 2018 are presented below (amounts in thousands):

 
Actual
 
For Capital Adequacy Purposes
 
To Be Well Capitalized Under Prompt Corrective Action Provisions
 
Amount
 
Ratio
 
Ratio
 
Ratio
As of March 31, 2019:
 
 
 
 
 
 
 
Company:
 
 
 
 
 
 
 
Total risk-based capital
$
419,583

 
17.27
%
 
8.000
%
 
10.000
%
Tier 1 risk-based capital
389,132

 
16.01

 
6.000

 
8.000

Tier 1 common equity
389,132

 
16.01

 
4.500

 
6.500

Leverage ratio
389,132

 
12.50

 
4.000

 
5.000

Bank:
 

 
 

 
 

 
 

Total risk-based capital
420,141

 
17.30

 
8.000

 
10.000

Tier 1 risk-based capital
389,708

 
16.05

 
6.000

 
8.000

Tier 1 common equity
389,708

 
16.05

 
4.500

 
6.500

Leverage ratio
389,708

 
12.53

 
4.000

 
5.000


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Actual
 
For Capital Adequacy Purposes
 
To Be Well Capitalized Under Prompt Corrective Action Provisions
 
Amount
 
Ratio
 
Ratio
 
Ratio
As of December 31, 2018:
 
 
 
 
 
 
 
Company:
 
 
 
 
 
 
 
Total risk-based capital
$
414,772

 
17.18
%
 
8.00
%
 
10.00
%
Tier 1 risk-based capital
384,502

 
15.93

 
6.00

 
8.00

Tier 1 common equity
384,502

 
15.93

 
4.50

 
6.50

Leverage ratio
384,502

 
12.68

 
4.00

 
5.00

Bank:
 

 
 

 
 

 
 

Total risk-based capital
416,198

 
17.25

 
8.00

 
10.00

Tier 1 risk-based capital
385,943

 
16.00

 
6.00

 
8.00

Tier 1 common equity
385,943

 
16.00

 
4.50

 
6.50

Leverage ratio
385,943

 
12.73

 
4.00

 
5.00





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Discussion of operations for the three months ended March 31, 2019 and 2018

Net Income Overview

Net income increased $0.34 million for the three months ended March 31, 2019 compared to the first three months of 2018.  Total net income was $11.20 million in 2019 and $10.86 million in the comparable period in 2018, an increase of 3.18%.  The changes in net income in 2019 from the first three months of 2018 were primarily the result of the following:

Net interest income increased by $1.48 million, before provision expense. Total interest income increased by $3.82 million as a result of growth in the volume of earning assets. Total interest expense increased by $2.34 million primarily due to rising interest rates increasing the costs of funding.
The provision for loan losses decreased by $0.48 million.
Noninterest income decreased by $0.38 million.
Noninterest expenses increased by $0.79 million.
Income tax expense increased by $0.45 million.
 
For the three month period ended March 31, 2019 and March 31, 2018 basic earnings per share was $1.20 and $1.16, respectively. Diluted earnings per share was $1.20 for the three months ended March 31, 2019 compared to $1.16 for the same period in 2018.

The Company’s net income is driven primarily by three 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 $23.77 million for the first three months of 2019 was derived from the Company’s $3.013 billion of average earning assets during that period and its tax-equivalent net interest margin of 3.27%.  Average earning assets in the three months ended March 31, 2018 were $2.875 billion and the tax-equivalent net interest margin was 3.25%.  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 $0.75 million change in income before income taxes in the three month period ended March 31, 2019.  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 $2.613 billion at March 31, 2019.  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 a reduction of expense of $1.25 million in 2019 compared to a reduction of expense of $0.77 million in 2018.  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 $3.02 million and $2.57 million for the three months ended March 31, 2019 and 2018, respectively.  Income taxes as a percentage of income before taxes were 21.22% in 2019 and 19.15% in 2018. 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 quarter ended March 31, 2019 will be the first with all comparable periods on a Post-Tax Act basis, therefore the Company expects income taxes as a percentage of income before taxes to be more comparable in current and future periods than it was over the previous fiscal year.






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Discussion of operations for the three months ended March 31, 2019 and 2018

Net Interest Income

Net interest income increased for the three months ended March 31, 2019 compared to the comparable period in 2018.  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 three months of 2019 was 3.27% compared to 3.25% in 2018 for the same period.  Interest expense increased $2.34 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 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 three months ended in 2019 compared to the comparable period in 2018 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
$
169,047

 
0.25
%
 
$
1,857

 
$
1,682

 
$
3,539

Taxable securities
14,054

 
0.36

 
67

 
128

 
195

Nontaxable securities
14,551

 
0.20

 
92

 
102

 
194

Federal funds sold
(59,155
)
 
0.84

 
(232
)
 
172

 
(60
)
 
$
138,497

 
 

 
$
1,784

 
$
2,084

 
$
3,868

 
 
 
 
 
 
 
 
 
 
Interest expense:
 

 
 

 
 

 
 

 
 

Interest-bearing demand deposits
$
6,058

 
0.32
%
 
$
(8
)
 
$
(533
)
 
$
(541
)
Savings deposits
29,532

 
0.39

 
(49
)
 
(809
)
 
(858
)
Time deposits
116,749

 
0.53

 
(439
)
 
(797
)
 
(1,236
)
Other borrowings

 

 

 

 

FHLB borrowings
(255,661
)
 

 
299

 

 
299

Interest-bearing other liabilities
(4
)
 
1.18

 

 

 

 
$
(103,326
)
 
 

 
$
(197
)
 
$
(2,139
)
 
$
(2,336
)
Change in net interest income
 

 
 

 
$
1,587

 
$
(55
)
 
$
1,532


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)
 
2019
 
2018
Yield on average interest-earning assets
 
4.35
%
 
4.05
%
Rate on average interest-bearing liabilities
 
1.39

 
1.04

Net interest spread
 
2.96
%
 
3.01
%
Effect of noninterest-bearing funds
 
0.31

 
0.24

Net interest margin (tax equivalent interest income divided by average interest-earning assets)
 
3.27
%
 
3.25
%

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HILLS BANCORPORATION

Discussion of operations for the three months ended March 31, 2019 and 2018

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 two times during the first three months of 2019.  The target rate remained at 2.50% as of March 31, 2019.  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 March 31, 2019, the rate indexes for the one, three and five year indexes were 2.40%, 2.21% and 2.23%, respectively.  The one year index increased 14.83% from 2.09% at March 31, 2018, the three year index decreased 7.53% and the five year index decreased 12.89%.  The three year index was 2.39% and the five year index was 2.56% at March 31, 2018.  The targeted federal funds rate was 2.50% and 1.75% at March 31, 2019 and 2018, respectively.  The Company anticipates short term and long term rates in the indexes to remain consistent for 2019.

Provision for Loan Losses

The provision for loan losses was a reduction of expense of $1.25 million for the three months ended March 31, 2019 compared to a reduction of expense of $0.77 million in 2018, a reduction of expense of $0.48 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 2019 is the result of a change in the composition and allocation of loans within credit quality ratings as compared to March 31, 2018 and improvements in the credit quality of the Bank's loan portfolio.

The allowance for loan losses decreased $1.29 million during the first three months of 2019 as compared to December 31, 2018.  In the first three months of 2019, there was a decrease of $2.55 million due to changes in average balances and composition of loans outstanding and a $1.26 million increase in the amount allocated to the allowance due to declines in credit quality.

The allowance for loan losses balance is affected by charge-offs, net of recoveries, for the periods presented.  For the three months ended March 31, 2019 and 2018, recoveries were $0.43 million and $0.54 million, respectively; and charge-offs were $0.48 million in 2019 and $0.27 million in 2018.  The allowance for loan losses totaled $36.52 million at March 31, 2019 compared to $37.81 million at December 31, 2018.  The allowance represented 1.38% and 1.44% of loans held for investment at March 31, 2019 and December 31, 2018.

Noninterest Income

The following table sets forth the various categories of noninterest income for the three months ended March 31, 2019 and 2018.

 
Three Months Ended March 31,
 
 
 
 
 
2019
 
2018
 
$ Change
 
% Change
 
(Amounts in thousands)
 
 
 
 
Net gain on sale of loans
$
286

 
$
331

 
$
(45
)
 
(13.60
)%
Trust fees
2,252

 
2,641

 
(389
)
 
(14.73
)
Service charges and fees
2,275

 
2,228

 
47

 
2.11

Other noninterest income
437

 
428

 
9

 
2.10

 
$
5,250

 
$
5,628

 
$
(378
)
 
(6.72
)

Noninterest income categories experienced marginal period-to-period fluctuations for the three months ended March 31, 2019.




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HILLS BANCORPORATION


Discussion of operations for the three months ended March 31, 2019 and 2018

Loans originated for sale in the first three months of 2019 totaled $29.85 million compared to $31.57 million in the same period in 2018, a decrease of 5.45%.  In the three months ended March 31, 2019 and 2018, the net gain on sale of loans was $0.29 million and $0.33 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 three months ended March 31, 2019 and 2018.

 
Three Months Ended March 31,
 
 
 
 
 
2019
 
2018
 
$ Change
 
% Change
 
(Amounts in thousands)
 
 
 
 
Salaries and employee benefits
$
8,722

 
$
8,284

 
$
438

 
5.29
 %
Occupancy
1,186

 
1,101

 
85

 
7.72

Furniture and equipment
1,673

 
1,474

 
199

 
13.50

Office supplies and postage
459

 
434

 
25

 
5.76

Advertising and business development
638

 
630

 
8

 
1.27

Outside services
2,572

 
2,578

 
(6
)
 
(0.23
)
FDIC insurance assessment
209

 
218

 
(9
)
 
(4.13
)
Other noninterest expense
590

 
537

 
53

 
9.87

 
$
16,049

 
$
15,256

 
$
793

 
5.20


In the three months ended March 31, 2019 and 2018, salaries and employee benefits expense increased $0.44 million. The increase is primarily the result of annual salary adjustments and hiring of additional employees to staff growth.

Other noninterest expense categories experienced marginal period-to-period fluctuations for the three months ended March 31, 2019.

Income Taxes

Federal and state income tax expenses were $3.02 million and $2.57 million for the three months ended March 31, 2019 and 2018, respectively.  Income taxes as a percentage of income before taxes were 21.22% in 2019 and 19.15% in 2018. 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 quarter ended March 31, 2019 will be the first with all comparable periods on a Post-Tax Act basis, therefore the Company expects income taxes as a percentage of income before taxes to be more comparable in current and future periods than it was over the previous fiscal year.

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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 10.04% of the Company’s total assets at March 31, 2019 compared to 10.48% at December 31, 2018.

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 March 31, 2019, 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 $742.79 million at March 31, 2019.

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 $449.72 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 March 31, 2019.

As of March 31, 2019, investment securities with a carrying value of $11.72 million were pledged to collateralize public and trust deposits, derivative financial instruments, and other borrowings.  As of December 31, 2018, investment securities with a carrying value of $9.78 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, 2018.
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.


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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, 2018.
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 three months ended March 31, 2019 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, 2018.

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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 March 31, 2019:

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)
January 1 to January 31
20,497

$
61.00

20,497

352,624

February 1 to February 28
14,100

61.00

14,100

338,524

March 1 to March 31
35,174

62.00

35,174

303,350

Total
69,771

$
61.50

69,771

303,350

 
(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, 2020.  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 of Hills Bancorporation.
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:
May 6 2019
 
By:  /s/ Dwight O. Seegmiller
 
 
 
Dwight O. Seegmiller, Director, President and Chief Executive Officer
 
 
 
 
Date:
May 6 2019
 
By:  /s/ Shari DeMaris
 
 
 
Shari DeMaris, Secretary, Treasurer and Chief Accounting Officer


Page 56

Index

HILLS BANCORPORATION
QUARTERLY REPORT OF FORM 10-Q FOR THE
QUARTER ENDED MARCH 31, 2019
Exhibit
Number
Description
Page Number In The Sequential
Numbering System
March 31, 2019 Form 10-Q
 
 
 
3.2
58-67

 
 
 
31
68-69

 
 
 
32
70



Page 57