HILLS BANCORPORATION - Annual Report: 2020 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the fiscal year ended December 31, 2020
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from October 1, 2020 to December 31, 2020
Commission file number 0-12668
Hills Bancorporation
(Exact name of registrant as specified in its charter)
Iowa | 42-1208067 | |||||||||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
131 E. Main Street, PO Box 160 | Hills | Iowa | 52235 | |||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(319) 679-2291
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to section 12(g) of the Act:
_________________________________________________No par value common stock_______________________________________
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | o | Accelerated filer | x | ||||||||
Non-accelerated filer | o | Smaller reporting company | ☐ | ||||||||
Emerging growth company | ☐ | ||||||||||
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 check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2020, based on the most recent sale price of $62.50 per share, and 7,750,625 shares held was $484,414,063. Common stock held by non-affiliates excludes 1,613,437 shares held by directors, executive officers, and under the Registrant’s Employee Stock Ownership Plan.
The number of shares outstanding of the Registrant's common stock as of February 28, 2021 is 9,320,320 shares of no par value common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement dated March 19, 2021 for the Annual Meeting of the Shareholders of the Registrant to be held April 19, 2021 (the Proxy Statement) are incorporated by reference in Part III of this Form 10-K.
HILLS BANCORPORATION
FORM 10-K
TABLE OF CONTENTS
| PART I | ||||||||
| Item 1. | Page 3 | |||||||
Page 3 | ||||||||
Page 7 | ||||||||
Page 7 | ||||||||
Page 8 | ||||||||
| Item 1A. | Page 14 | |||||||
| Item 1B. | Page 24 | |||||||
| Item 2. | Page 24 | |||||||
| Item 3. | Page 25 | |||||||
| Item 4. | Page 25 | |||||||
| PART II | ||||||||
| Item 5. | Page 25 | |||||||
| Item 6. | Page 28 | |||||||
| Item 7. | Page 29 | |||||||
| Item 7A. | Page 56 | |||||||
| Item 8. | Page 58 | |||||||
| Item 9. | Page 118 | |||||||
| Item 9A. | Page 118 | |||||||
| Item 9B. | Page 119 | |||||||
| PART III | ||||||||
| Item 10. | Page 119 | |||||||
| Item 11. | Page 120 | |||||||
| Item 12. | Page 120 | |||||||
| Item 13. | Page 120 | |||||||
| Item 14. | Page 120 | |||||||
| PART IV | ||||||||
| Item 15. | Page 121 | |||||||
Page 2
PART I
References in this report to “we,” “us,” “our,” “Bank,” or the “Company” or similar terms refer to Hills Bancorporation and its subsidiary.
| Item 1. | Business | ||||
GENERAL
Hills Bancorporation (the "Company") is a holding company principally engaged, through its subsidiary bank, in the business of banking. The Company was incorporated December 12, 1982 and all operations are conducted within the state of Iowa. The Company became owner of 100% of the outstanding stock of Hills Bank and Trust Company, Hills, Iowa (“Hills Bank and Trust” or the “Bank”) as of January 23, 1984 when stockholders of Hills Bank and Trust exchanged their shares for shares of the Company. Effective July 1, 1996, the Company formed a new subsidiary, Hills Bank, which acquired for cash all the outstanding shares of a bank in Lisbon, Iowa. Subsequently an office of Hills Bank was opened in Mount Vernon, Iowa, a community that is contiguous to Lisbon. Effective November 17, 2000, Hills Bank was merged into the Bank. On September 20, 1996, another subsidiary, Hills Bank Kalona, acquired cash and other assets and assumed the deposits of the Kalona, Iowa office of Boatmen's Bank Iowa, N.A. Effective October 26, 2001, Hills Bank Kalona was merged into the Bank.
Through its internet website (www.hillsbank.com), the Company makes available the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports, and other filings with the Securities and Exchange Commission, as soon as reasonably practicable after they are filed or furnished.
The Bank is a full-service commercial bank extending its services to individuals, businesses, governmental units and institutional customers. The Bank is actively engaged in all areas of commercial banking, including acceptance of demand, savings and time deposits; making commercial, real estate, agricultural and consumer loans; maintaining night and safe deposit facilities; and performing collection, exchange and other banking services tailored for individual customers. The Bank administers estates, personal trusts, and pension plans and provides farm management, investment advisory and custodial services for individuals, corporations and nonprofit organizations. In addition, the Bank earns substantial fees from originating mortgages that are sold on the secondary residential real estate market without mortgage servicing rights being retained.
Lending Activities
Real Estate Loans
Real estate loans totaled $2.241 billion and comprised 82.69% of the Bank’s loan portfolio as of December 31, 2020. The Bank’s real estate loans include construction loans and mortgage loans.
Mortgage Loans. The Bank offers residential, commercial and agricultural real estate loans. As of December 31, 2020, mortgage loans totaled $2.058 billion and comprised 75.94% of the Bank’s loan portfolio.
Residential real estate loans totaled $1.020 billion and were 37.63% of the Bank’s loan portfolio as of December 31, 2020. These loans include first and junior liens on 1 to 4 family residences. The Bank originates 1 to 4 family mortgage loans to individuals and businesses within its trade area. The Bank sells certain mortgage loans to third parties on the secondary market. For the loans sold on the secondary market, the Bank does not retain any percentage of ownership or servicing rights. Interest rates for residential real estate mortgages are determined by competitive pricing factors on the secondary market and within the Bank’s trade area. Collateral for residential real estate mortgages is generally the underlying property. Generally, repayment of these loans is from monthly principal and interest payments from the borrower’s personal cash flows and liquidity, and collateral values are a function of residential real estate values in the markets that the Bank serves.
Commercial real estate loans totaled $417.14 million and were 15.39% of the Bank’s loan portfolio at December 31, 2020. The Bank originates loans for commercial properties to individuals and businesses within its trade area. The primary source of repayment is the cash flow generated by the collateral underlying the loan. The secondary repayment source would be the liquidation of the collateral. Generally, terms for commercial real estate loans range from one to five years with an amortization period of 25 years or less. The Bank offers both fixed and variable rate loans for commercial real estate.
Page 3
Multi-family real estate loans totaled $374.01 million and were 13.80% of the Bank’s loan portfolio at December 31, 2020. Multi-family real estate loans are made to individuals and businesses in the Bank’s trade area. These loans are primarily secured by properties such as apartment complexes. The primary source of repayment is the cash flow generated by the collateral underlying the loan. The secondary repayment source would be the liquidation of the collateral. Generally, terms for commercial real estate loans range from one to five years with an amortization period of 25 years or less. Generally, interest rates for multi-family loans are fixed for the loan term.
Mortgage loans secured by farmland totaled $247.14 million and were 9.12% of the Bank’s loan portfolio at December 31, 2020. Loans for farmland are made to individuals and businesses within the Bank’s trade area. The primary source of repayment is the cash flow generated by the collateral underlying the loan. The secondary repayment source would be the liquidation of the collateral. Terms for real estate loans secured by farmland range from one to ten years with an amortization period of 25 years or less. Generally, interest rates are fixed for mortgage loans secured by farmland.
Construction Loans. The Bank offers loans both to individuals that are constructing personal residences and to real estate developers and building contractors for the acquisition of land for development and the construction of homes and commercial properties. The Bank makes these loans to established borrowers in the Bank’s trade area. Construction loans generally have a term of one year or less, with interest payable at maturity. Interest rate arrangements are variable for construction projects. Generally, collateral for construction loans is the underlying construction project.
As of December 31, 2020, construction loans for personal residences totaled $71.12 million and were 2.62% of the Bank’s loan portfolio. Construction loans for land development and commercial projects totaled $111.91 million and were 4.13% of the Bank’s loan portfolio. In total, construction loans totaled $183.03 million and were 6.75% of the Bank’s loan portfolio as of December 31, 2020.
Commercial and Financial Loans
The Bank’s commercial and financial loan portfolio totaled $286.24 million and comprised 10.56% of the total loan portfolio at December 31, 2020. The Bank’s commercial and financial loans include loans to contractors, retailers and other businesses. The Bank provides a wide range of business loans, including lines of credit for working capital and operational purposes and term loans for the acquisition of equipment. Although most loans are made on a secured basis, loans may be made on an unsecured basis where warranted by the overall financial condition of the borrower. Terms of commercial and financial loans generally range from one to five years. Interest rates for commercial loans can be fixed or variable.
The Bank’s commercial and financial loans are primarily made based on the reported cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The collateral support provided by the borrower for most of these loans and the probability of repayment is based on the liquidation of the pledged collateral and enforcement of personal guarantees, if applicable. The primary repayment risks of commercial loans are that the cash flows of the borrower may be unpredictable, and the collateral securing these loans may fluctuate in value.
In response to the Coronavirus Disease 2019 ("COVID-19"), during the year ended December 31, 2020, the Company provided $127.10 million of Paycheck Protection Program (PPP) loans which are included with commercial and financial loans in the financial statements. See further discussion in Item 1A and Item 7.
Agricultural Loans
Agricultural loans include loans made to finance agricultural production and other loans to farmers and farming operations. These loans totaled $94.84 million and constituted 3.50% of the total loan portfolio at December 31, 2020. Agricultural loans, most of which are secured by crops and machinery, are provided to finance capital improvement and farm operations as well as acquisitions of livestock and machinery. The ability of the borrower to repay may be affected by many factors outside of the borrower’s control including adverse weather conditions, loss of livestock due to disease or other factors, declines in market prices for agricultural products and the impact of government regulations. The ultimate repayment of agricultural loans is dependent upon the profitable operation or management of the agricultural entity. Agricultural loans generally have a term of one year and may have a fixed or variable rate.
Consumer Lending
The Bank offers consumer loans including personal loans and automobile loans. These consumer loans typically have shorter terms and lower balances. At December 31, 2020, consumer loans totaled $31.33 million and were 1.16% of the Bank’s total loan portfolio.
Page 4
Loans to State and Political Subdivisions
Loans to State and Political Subdivisions include only tax-exempt loans. These loans totaled $56.49 million and comprised 2.08% of the Bank’s total loan portfolio at December 31, 2020.
Deposit Activities
The Bank’s primary funding source for its loan portfolio and other investments consist of the acceptance of demand, savings and time deposits.
Average Daily Balances
The following table shows average balances of assets, liabilities and stockholders’ equity:
AVERAGE BALANCES
(Average Daily Basis)
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||
| ASSETS | |||||||||||||||||
| Noninterest-bearing cash and cash equivalents | $ | 28,885 | $ | 27,663 | $ | 27,914 | |||||||||||
| Interest-bearing cash and cash equivalents | 362,352 | 190,205 | 105,609 | ||||||||||||||
| Taxable securities | 174,845 | 139,188 | 128,128 | ||||||||||||||
| Nontaxable securities | 196,437 | 189,739 | 180,912 | ||||||||||||||
| Federal funds sold | 191 | 79 | 46 | ||||||||||||||
| Loans, net | 2,704,989 | 2,611,546 | 2,487,736 | ||||||||||||||
| Property and equipment, net | 36,385 | 36,584 | 37,766 | ||||||||||||||
| Other assets | 51,939 | 44,631 | 32,178 | ||||||||||||||
| $ | 3,556,023 | $ | 3,239,635 | $ | 3,000,289 | ||||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||
| Noninterest-bearing demand deposits | $ | 459,664 | $ | 366,682 | $ | 364,916 | |||||||||||
| Interest-bearing demand deposits | 876,595 | 716,848 | 644,712 | ||||||||||||||
| Savings deposits | 875,091 | 851,503 | 832,772 | ||||||||||||||
| Time deposits | 695,468 | 661,548 | 537,575 | ||||||||||||||
| Other borrowings | 9 | 8 | 9 | ||||||||||||||
| FHLB borrowings | 181,093 | 213,468 | 228,066 | ||||||||||||||
| Noninterest-bearing other liabilities | 24,777 | 26,162 | 21,773 | ||||||||||||||
| Redeemable common stock held by Employee Stock Ownership Plan | 49,578 | 50,348 | 46,089 | ||||||||||||||
| Stockholders' equity | 393,748 | 353,068 | 324,377 | ||||||||||||||
| $ | 3,556,023 | $ | 3,239,635 | $ | 3,000,289 | ||||||||||||
Other Information
The Bank’s business is not seasonal. As of December 31, 2020, the Company had no employees and the Bank had 479 full-time and 50 part-time employees.
For additional discussion of the impact of the economy on the financial condition and results of operations of the Company, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Page 5
Executive Officers of the Registrant
The executive officers of the Company and the Bank, along with their respective ages and positions held, are identified in the table below.
| Name | Age | Position | ||||||
| Company | ||||||||
| Dwight O. Seegmiller | 68 | Mr. Seegmiller, who joined the Company in 1975, has served as its President since 1986. Prior to 1986, Mr. Seegmiller was the Senior Vice President of Lending. | ||||||
| Shari J. DeMaris | 51 | Ms. DeMaris held the position of Secretary, Treasurer and Principal Financial Officer from 2012 until September 2020. The Company has commenced a search for a chief financial officer and will make a subsequent announcement regarding such appointment upon completion. | ||||||
| Bank | ||||||||
| Timothy D. Finer | 59 | Mr. Finer has held the position of Senior Vice President, Director of Mortgage Lending since 2005. | ||||||
| Joan M. Frieden | 50 | Ms. Frieden has held the position of Senior Vice President, Director of Human Resources since 2005. | ||||||
| Brian R. Globokar | 47 | Mr. Globokar has held the position of Senior Vice President, Director of Trust and Wealth Management Services since 2020. | ||||||
| Kenneth W. Hinrichs | 47 | Mr. Hinrichs has held the position of Senior Vice President, Director of Operations and Digital Banking since 2019. | ||||||
| Neal T. Marple | 51 | Mr. Marple has held the position of Senior Vice President, Director of Information Services since 2019. | ||||||
| Kenza B. Nelson | 41 | Ms. Nelson has held the position of Senior Vice President, General Counsel since May 2020. | ||||||
| Steven R. Ropp | 60 | Mr. Ropp has held the position of Senior Vice President, Director of Commercial Banking since 2008. | ||||||
| Kevin H. Sheehan | 50 | Mr. Sheehan has held the position of Senior Vice President, Director of Risk Management since 2019. | ||||||
| Lisa A. Shileny | 44 | Ms. Shileny has held the position of Senior Vice President, Director of Administration since 2019. | ||||||
| Nicole M. Slaubaugh | 43 | Ms. Slaubaugh has held the position of Senior Vice President, Director of Retail Banking since 2016. | ||||||
| Bradford C. Zuber | 64 | Mr. Zuber held the position of Senior Vice President, Director of Trust Services from 1987 until June 2020 and was succeeded by Mr. Globokar. | ||||||
Page 6
MARKET AREA
Johnson County
The Bank’s trade area includes the Johnson County communities of Iowa City, Coralville, Hills and North Liberty, located near Interstate 80 and Interstate 380 in Eastern Iowa. These communities have a combined population of approximately 119,400. Johnson County, Iowa has a population of approximately 153,400. The University of Iowa in Iowa City has approximately 31,700 students and 34,400 full and part-time employees, including 11,600 employees of The University of Iowa Hospitals and Clinics.
Linn County
The Bank operates offices in the Linn County, Iowa communities of Lisbon, Marion, Mount Vernon and Cedar Rapids, Iowa. Lisbon has a population of approximately 2,200 and Mount Vernon, located two miles from Lisbon, has a population of about 4,700. Both communities are within easy commuting distances to Cedar Rapids and Iowa City, Iowa. Cedar Rapids has a metropolitan population of approximately 174,500 including approximately 39,200 from adjoining Marion, Iowa and is located approximately 10 miles west of Lisbon, Iowa and 25 miles north of Iowa City on Interstate 380. The total population of Linn County is approximately 228,800. The largest employer in the Cedar Rapids area is Collins Aerospace, manufacturer of communications instruments, with approximately 9,000 employees.
Washington County
The Bank has offices located in Kalona, Washington and Wellman, Iowa, which are in Washington County. Kalona is located approximately 14 miles north of Washington. Wellman is located approximately 5 miles west of Kalona. Kalona has a population of approximately 2,800, Washington has a population of approximately 7,100 and Wellman has a population of about 1,400. The population of Washington County is approximately 22,000. Kalona, Washington and Wellman are primarily agricultural communities, but are located within easy driving distance for employment in Iowa City, Coralville and North Liberty.
COMPETITION
Competition among financial institutions in attracting and retaining deposits and making loans is intense. Traditionally, the Company’s most direct competition for deposits has come from commercial banks, savings institutions and credit unions doing business in its areas of operation. Increasingly, the Company has experienced competition for deposits from nonbanking sources, such as securities firms, insurance companies, money market mutual funds and financial services subsidiaries of commercial and manufacturing companies. Competition for loans comes primarily from other commercial banks, savings institutions, consumer finance companies, credit unions, mortgage banking companies, insurance companies and other institutional lenders. The Company competes primarily on the basis of products offered, customer service and price. A number of institutions with which the Company competes enjoy the benefits of fewer regulatory constraints and lower cost structures including favorable income tax treatments. Some have greater assets and capital than the Company does and, thus, are better able to compete on the basis of price than the Company. Technological advances, which may diminish the importance of depository institutions and other financial intermediaries in the transfer of funds between parties, could make it more difficult for the Company to compete in the future.
Page 7
The Bank is in direct competition for loans and deposits and financial services with a number of other banks and credit unions in Johnson, Linn and Washington County. A comparison of the number of office locations and deposits in the three counties as of June, 2020 (most recent date of available data from the FDIC and national credit union websites) is as follows:
| Johnson County | Linn County | Washington County | |||||||||||||||||||||||||||||||||
| Offices | Deposits (in millions) | Offices | Deposits (in millions) | Offices | Deposits (in millions) | ||||||||||||||||||||||||||||||
| Hills Bank and Trust Company | 9 | $ | 2,060 | 7 | $ | 612 | 3 | $ | 254 | ||||||||||||||||||||||||||
| Branches of largest competing national bank | 5 | 279 | 6 | 975 | 1 | 23 | |||||||||||||||||||||||||||||
| Largest competing independent bank | 7 | 841 | 5 | 1,196 | 2 | 265 | |||||||||||||||||||||||||||||
| Largest competing credit union (1) | 6 | 5,351 | 6 | 1,133 | 1 | 1 | |||||||||||||||||||||||||||||
| All other bank and credit union offices | 22 | 959 | 78 | 3,875 | 8 | 226 | |||||||||||||||||||||||||||||
| Total Market in County | 49 | $ | 9,490 | 102 | $ | 7,791 | 15 | $ | 769 | ||||||||||||||||||||||||||
(1)Deposit balance of the largest competing credit union in Johnson County and Linn County includes the credit union’s deposit balance for the entire institution. County specific deposit balances for the credit union are unavailable.
SUPERVISION AND REGULATION
Financial institutions and their holding companies are extensively regulated under federal and state law. As a result, the growth and earnings performance of the Company can be affected not only by management decisions and general economic conditions but also by the requirements of applicable state and federal statutes and regulations and the policies of various governmental regulatory authorities, including the Iowa Superintendent of Banking (the “Superintendent”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”), the Internal Revenue Service and state taxing authorities and the Securities and Exchange Commission (the “SEC”). The effect of applicable statutes, regulations and regulatory policies can be significant and cannot be predicted with a high degree of certainty.
Federal and state laws and regulations generally applicable to financial institutions regulate, among other things, the scope of business, investments, reserves against deposits, capital levels relative to operations, the nature and amount of collateral for loans, the establishment of branches, mergers, consolidations and dividends. The system of supervision and regulation applicable to the Company and its subsidiary Bank establishes a comprehensive framework for their respective operations and is intended primarily for the protection of the FDIC’s deposit insurance funds and the depositors, rather than the stockholders, of financial institutions. The enforcement powers available to federal and state banking regulators are substantial and include, among other things, the ability to assess civil money penalties, to issue cease-and-desist or removal orders and to initiate injunctive actions.
The following is a summary of the material elements of the regulatory framework applicable to the Company and its subsidiary Bank. It does not describe all of the statutes, regulations and regulatory policies that apply, nor does it restate all of the requirements of the statutes, regulations and regulatory policies that are described. As such, the following is qualified in its entirety by reference to the applicable statutes, regulations and regulatory policies. Any change in applicable law, regulations or regulatory policies may have a material effect on the business of the Company and its subsidiary Bank.
Regulation of the Company
General. The Company, as the sole shareholder of the Bank, is a bank holding company. As a bank holding company, the Company is registered with, and is subject to regulation by, the Federal Reserve under the Bank Holding Company Act, as amended (the “BHCA”). According to Federal Reserve Board policy, bank/financial holding companies are expected to act as a source of financial strength to each subsidiary bank and to commit resources to support each such subsidiary. This support may be required at times when a bank/financial holding company may not be able to provide support. Under the BHCA, the Company is subject to periodic examination by the Federal Reserve. The Company is also required to file with the Federal Reserve periodic reports of the Company’s operations and such additional information regarding the Company and its subsidiary as the Federal Reserve may require.
Page 8
Investments and Activities. Under the BHCA, a bank holding company must obtain Federal Reserve approval before: (i) acquiring, directly or indirectly, ownership or control of any voting shares of another bank or bank holding company if, after the acquisition, it would own or control more than 5% of the shares of the other bank or bank holding company (unless it already owns or controls the majority of such shares), (ii) acquiring all or substantially all of the assets of another bank or (iii) merging or consolidating with another bank holding company. Subject to certain conditions (including certain deposit concentration limits established by the BHCA), the Federal Reserve may allow a bank holding company to acquire banks located in any state of the United States without regard to whether the acquisition is prohibited by the law of the state in which the target bank is located. On approving interstate acquisitions, however, the Federal Reserve is required to give effect to applicable state law limitations on the aggregate amount of deposits that may be held by the acquiring bank holding company and its insured depository institution affiliates in the state in which the target bank is located (provided that those limits do not discriminate against out-of-state depository institutions or their holding companies) and state laws which require that the target bank have been in existence for a minimum period of time (not to exceed five years) before being acquired by an out-of-state bank holding company.
The BHCA also generally prohibits the Company from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank and from engaging in any business other than that of banking, managing and controlling banks or furnishing services to banks and their subsidiaries. This general prohibition is subject to a number of exceptions. The principal exception allows bank holding companies to engage in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve to be “so closely related to banking as to be a proper incident thereto.” Under current regulations of the Federal Reserve, the Company either directly or through non-bank subsidiaries would be permitted to engage in a variety of banking-related businesses, including the operation of a thrift, sales and consumer finance, equipment leasing, the operation of a computer service bureau (including software development) and mortgage banking and brokerage. The BHCA generally does not place territorial restrictions on the domestic activities of non-bank subsidiaries of bank holding companies.
Federal law also prohibits any person from acquiring “control” of a bank holding company without prior notice to the appropriate federal bank regulator. “Control” is defined in certain cases as the acquisition of 10% or more of the outstanding shares of a bank or a bank holding company depending on the circumstances surrounding the acquisition.
Regulatory Capital Requirements. Bank holding companies are required to maintain minimum levels of capital in accordance with bank regulatory agencies' capital guidelines. If capital falls below minimum guideline levels, a bank holding company, among other things, may be denied approval to acquire or establish additional banks or non-bank businesses. The guidelines include requirements to maintain certain core capital amounts included as Tier 1 capital at minimum levels relative to total assets (the "Tier 1 Leverage Capital Ratio") and at minimum levels relative to "risk-weighted assets" which is calculated by assigning value to assets, and off balance sheet commitments, based on their risk characteristics (the "Total Risk-Based Capital Ratio"), and to maintain total capital at minimum levels relative to risk-weighted assets (the "Total Risk-Based Capital Ratio").
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. The rule includes a new Common Equity Tier 1 Capital Ratio, an increased Tier 1 Leverage Capital Ratio and an increased Tier 1 Risk-Based Capital Ratio. Bank holding companies are required to include in Common Equity Tier 1 capital the effects of other comprehensive income adjustments, such as gains and losses on securities held to maturity, that are currently excluded from the definition of Tier 1 capital, but were allowed to make a one-time election not to include those effects. The Company and the Bank meet the well-capitalized requirements under the regulatory framework for prompt corrective action and have made the one-time election to exclude the effects of other comprehensive income adjustments on Tier 1 capital. 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.
As of March 31, 2020, the Bank elected to use the Community Bank Leverage Ratio (CBLR) framework as provided for in the Economic Growth, Regulatory Relief and Consumer Protection Act. Under the CBLR framework, the Bank is required to maintain a CBLR of greater than 9%. The Coronavirus Aid, Relief and Economic Security ("CARES") Act reduced the minimum ratio to 8% beginning in the 2nd quarter of 2020 through December 31, 2020, increasing to 8.5% for 2021 and returning to 9% beginning January 1, 2022. As of December 31, 2020, the Company had regulatory capital in excess of the Federal Reserve’s minimum requirement, with a CBLR of 11.91%.
Page 9
Dividends. The ability of the Company to pay dividends to its shareholders is dependent upon the earnings and capital adequacy of its subsidiary Bank, which directly impact the ability of the Bank to pay dividends to the Company. The Bank is subject to certain statutory and regulatory restrictions on the amount it may pay in dividends, which restrictions are discussed more thoroughly below. The Iowa Business Corporation Act (“IBCA”) allows the Company to make distributions, including cash dividends, to its shareholders unless, after giving effect to such distributions, either (i) the Company would not be able to pay its debts as they become due in the ordinary course of business or (ii) the Company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed to satisfy preferential shareholder rights, if any, that are superior to the rights of those receiving the distribution. Additionally, the Federal Reserve has issued a policy statement with regard to the payment of cash dividends by bank holding companies. The policy statement provides that a bank holding company should not pay cash dividends which exceed its net income or which can only be funded in ways that weaken the bank holding company’s financial health, such as by borrowing. The Federal Reserve also possesses enforcement powers over bank holding companies and their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies.
Federal Securities Regulation. The Company’s common stock is registered with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Consequently, the Company is subject to the information, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the Exchange Act.
Regulation of the Bank
General. The Bank is an Iowa-chartered bank, the deposit accounts of which are insured by the FDIC. As an Iowa-chartered, FDIC insured bank, the Bank is subject to the examination, supervision, reporting and enforcement requirements of the Superintendent of Banking of the State of Iowa (the “Superintendent”), as the chartering authority for Iowa banks, and the FDIC, as the Bank’s primary federal regulator.
Deposit Insurance. The deposits of the Bank are insured up to regulatory limits set by the FDIC, and, accordingly in 2020, were subject to deposit insurance assessments based on the Federal Deposit Insurance Reform Act of 2005, as adopted and effective on April 21, 2006. The FDIC maintains the Deposit Insurance Fund (“DIF”) by assessing depository institutions an insurance premium (assessment). The amount assessed to each institution is based on the average total assets of the Company less average tangible equity as well as the degree of risk the institution poses to the DIF. The FDIC assesses higher rates to those institutions that pose greater risks to the insurance fund.
In addition, all institutions with deposits insured by the FDIC are required to pay assessments to fund interest payments on bonds issued by the Financing Corporation (FICO), a mixed-ownership government corporation established in the 1980’s to recapitalize the Federal Savings and Loan Insurance Corporation. The current annualized assessment rate is 3.00 basis points.
Capital Requirements. The Bank is an insured state bank, incorporated under the laws of the state of Iowa. As such, the Bank is subject to regulation, supervision and periodic examination by the Superintendent. Among the requirements and restrictions imposed upon state banks by the Superintendent are the requirements to maintain reserves against deposits, restrictions on the nature and amount of loans, and restrictions relating to investments, opening of bank offices and other activities of state banks. Changes in the capital structure of state banks are also approved by the Superintendent. State banks must have a Tier 1 risk-based leverage ratio of 6.50% plus a fully-funded loan loss reserve. In certain instances, the Superintendent may mandate higher capital, but the Superintendent has not imposed such a requirement on the Bank. In determining the Tier 1 risk-based leverage ratio, the Superintendent uses total equity capital without unrealized securities gains and the allowance for loan losses less any intangible assets. At December 31, 2020, the Community Bank Leverage Ratio of the Bank was 11.94% and exceeded the ratio required by the Superintendent.
Capital adequacy for banks took on an added dimension with the establishment of a formal system of prompt corrective action under the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) which provides the federal banking regulators of the Bank with broad power to take prompt corrective action to resolve the problems of undercapitalized banking institutions. The extent of the regulators’ powers depends on whether the institution in question is “well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized,” in each case as defined by regulation. Under prompt corrective action, banks that are inadequately capitalized face a variety of mandatory and discretionary supervisory actions. For example, “undercapitalized banks” must restrict asset growth, obtain prior approval for business expansion, and have an approved plan to restore capital. “Critically undercapitalized banks” must be placed in receivership or conservatorship within 90 days unless some other action would result in lower long-term costs to the deposit insurance fund.
Page 10
The actual amounts of risk-based capital and risk-based capital ratios as of December 31, 2020 and the minimum regulatory requirements for the Company and the Bank are presented below (amounts in thousands):
| Actual | For Capital Adequacy Purposes | |||||||||||||||||||
| Amount | Ratio | Ratio | ||||||||||||||||||
| As of December 31, 2020: | ||||||||||||||||||||
| Company: | ||||||||||||||||||||
| Community Bank Leverage Ratio | $ | 452,123 | 11.91 | % | 8.00 | % | ||||||||||||||
| Bank: | ||||||||||||||||||||
| Community Bank Leverage Ratio | 453,073 | 11.94 | 8.00 | |||||||||||||||||
Supervisory Assessments. All Iowa banks are required to pay supervisory assessments to the Superintendent to fund the Superintendent’s examination and supervision operations. The method of computation of the supervisory assessment is based on the assets of the bank, the expected hours needed to conduct examinations of that size bank and an additional amount if more work is required.
Community Investment and Consumer Protection Laws. The Community Reinvestment Act requires insured institutions to offer credit products and take other actions that respond to the credit needs of the community. Banks and other depository institutions also are subject to numerous consumer-oriented laws and regulations. These laws include the Truth in Lending Act, the Truth in Savings Act, the Real Estate Settlement Procedures Act, the Electronic Funds Transfer Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act and the Home Mortgage Disclosure Act.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) posed a significant impact on financial regulations. The Dodd-Frank Act created an independent regulatory body, the Bureau of Consumer Financial Protection (“Bureau”), with authority and responsibility to set rules and regulations for most consumer protection laws applicable to all banks – large and small - which adds another regulator to scrutinize and police financial activities. The Bureau has responsibility for mortgage reform and enforcement, as well as broad new powers over consumer financial activities which could impact what consumer financial services would be available and how they are provided. The following consumer protection laws are the designated laws that fall under the Bureau’s rulemaking authority: the Alternative Mortgage Transactions Parity Act of 1928, the Consumer Leasing Act of 1976, the Electronic Fund Transfer Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act subject to certain exclusions, the Fair Debt Collection Practices Act, the Home Owners Protection Act, certain privacy provisions of the Gramm-Leach-Bliley Act, the Home Mortgage Disclosure Act (HMDA), the Home Ownership and Equity Protection Act of 1994, the Real Estate Settlement Procedures Act (RESPA), the S.A.F.E. Mortgage Licensing Act of 2008 (SAFE Act), and the Truth in Lending Act.
Dividends. The ability of the Company to pay dividends to its stockholders is dependent upon dividends paid by the Bank. The Bank is subject to certain statutory and regulatory restrictions on the amount it may pay in dividends. The Iowa Banking Act provides that an Iowa bank may not pay dividends in an amount greater than its undivided profits. The payment of dividends by any financial institution or its holding company is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a financial institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized. As described above, the Bank exceeded its minimum capital requirements under applicable guidelines as of December 31, 2020. Notwithstanding the availability of funds for dividends, however, the Superintendent may prohibit the payment of any dividends by the Bank if the Superintendent determines such payment would constitute an unsafe or unsound practice. To maintain acceptable capital ratios in the Bank, certain of its retained earnings are not available for the payment of dividends. To maintain a ratio of total risk-based capital to assets of 8%, $243.57 million of the Bank’s Tier 1 capital of $453.07 million as of December 31, 2020, is available for the payment of dividends to the Company. Also, the capital conservation buffer discussed previously could limit the amount of payment of dividends if the Company fails to maintain required capital levels.
Insider Transactions. The Bank is subject to certain restrictions imposed by federal law on extensions of credit to the Company, on investments in the stock or other securities of the Company and the acceptance of the stock or other securities of the Company as collateral for loans. Certain limitations and reporting requirements are also placed on extensions of credit by the Bank to its directors and officers, to directors and officers of the Company and its subsidiary, to principal stockholders of
Page 11
the Company, and to related interests of such directors, officers and principal stockholders. In addition, federal law and regulations may affect the terms upon which any person becoming a director or officer of the Company or one of its subsidiaries or a principal stockholder of the Company may obtain credit from banks with which the Bank maintains a correspondent relationship.
Safety and Soundness Standards. The federal banking agencies have adopted guidelines that establish operational and managerial standards to promote the safety and soundness of federally insured depository institutions. The guidelines set forth standards for internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, asset quality and earnings.
In general, the safety and soundness guidelines prescribe the goals to be achieved in each area, and each institution is responsible for establishing its own procedures to achieve those goals. If an institution fails to comply with any of the standards set forth in the guidelines, the institution’s primary federal regulator may require the institution to submit a plan for achieving and maintaining compliance. If an institution fails to submit an acceptable compliance plan, or fails in any material respect to implement a compliance plan that has been accepted by its primary federal regulator, the regulator is required to issue an order directing the institution to cure the deficiency. Until the deficiency cited in the regulator’s order is cured, the regulator may restrict the institution’s rate of growth, require the institution to increase its capital, restrict the rates the institution pays on deposits or require the institution to take any action the regulator deems appropriate under the circumstances. Noncompliance with the standards established by the safety and soundness guidelines may also constitute grounds for other enforcement action by the federal banking regulators, including cease and desist orders and civil money penalty assessments.
Branching Authority. Historically, Iowa’s intrastate branching statutes have been rather restrictive when compared with those of other states. Effective July 1, 2004, all limitations on bank office locations were repealed, which effectively allowed statewide branching. Since that date, banks have been allowed to establish an unlimited number of offices in any location in Iowa subject only to regulatory approval.
Under the Riegle-Neal Act, both state and national banks are allowed to establish interstate branch networks through acquisitions of other banks, subject to certain conditions including limitations on the aggregate amount of deposits that may be held by the surviving bank and all of its insured depository institution affiliates. The establishment of new interstate branches or the acquisition of individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) is allowed by the Riegle-Neal Act only if specifically authorized by state law. Iowa permits interstate bank mergers, subject to certain restrictions, including a prohibition against interstate mergers involving an Iowa bank that has been in existence and continuous operation for fewer than five years.
State Bank Activities. Under federal law and FDIC regulations, FDIC insured state banks are prohibited, subject to certain exceptions, from making or retaining equity investments of a type, or in an amount, that are not permissible for a national bank. Federal law and FDIC regulations also prohibit FDIC insured state banks and their subsidiaries, subject to certain exceptions, from engaging as principal in any activity that is not permitted for a national bank or its subsidiary, respectively, unless the Bank meets, and continues to meet, its minimum regulatory capital requirements and the FDIC determines the activity would not pose a significant risk to the deposit insurance fund of which the Bank is a member. These restrictions have not had, and are not currently expected to have, a material impact on the operations of the Bank.
Financial Privacy. In accordance with the Gramm-Leach-Bliley Financial Modernization Act of 1999 (the “GLB Act”), federal banking regulators adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to non-affiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a non-affiliated third party. The privacy provisions of the GLB Act affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors.
Anti-Money Laundering Initiatives and the USA Patriot Act. A major focus of governmental policy on financial institutions has been aimed at combating money laundering and terrorist financing. The USA PATRIOT Act of 2001 (the “USA Patriot Act”) substantially broadened the scope of United States anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. The U.S. Treasury Department has issued a number of regulations that apply various requirements of the USA Patriot Act to financial institutions such as the Bank. These regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution.
Page 12
Depositor Preference Statute. In the "liquidation or other resolution" of an institution by any receiver, U.S. federal legislation provides that deposits and certain claims for administrative expenses and employee compensation against the insured depository institution would be afforded a priority over general unsecured claims against that institution, including federal funds and letters of credit.
Government Monetary Policy. The earnings of the Company are affected primarily by general economic conditions and to a lesser extent by the fiscal and monetary policies of the federal government and its agencies, particularly the Federal Reserve. Its policies influence, to some degree, the volume of bank loans and deposits, and interest rates charged and paid thereon, and thus have an effect on the earnings of the Company's subsidiary Bank.
Dodd-Frank Wall Street Reform and Consumer Protection Act. The Dodd-Frank Act was signed into law on July 21, 2010. The Dodd-Frank Act represents the most sweeping financial services industry reform since the 1930s. Generally, the Dodd-Frank Act is effective the day after it was signed into law, but different effective dates apply to specific sections of the Dodd-Frank Act. The Dodd-Frank Act was expected to be fully phased in over several years. Among other things, the Dodd-Frank Act may result in added costs of doing business and regulatory compliance burdens and affect competition among financial services entities. Uncertainty exists as to the ultimate impact of many provisions of the Dodd-Frank Act, which could have a material adverse impact on the financial services industry as a whole and on the Company’s business, results of operations and financial condition. Additional information, including a summary of certain provisions of the Dodd-Frank Act, is available on the Federal Deposit Insurance Corporation website at www.fdic.gov/regulations/reform/dfa_selections.html.
Page 13
| Item 1A. | Risk Factors | ||||
The performance of our Company is subject to various risks. We consider the risks described below to be the most significant risks we face, but such risks are not the only risk factors that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or results of operations. For a discussion of the impact of risks on our financial condition and results of operations in recent years and on forward looking statements contained in this report, reference is made to Item 7 below.
Risks Related to the Company's Business
We may be adversely affected by economic conditions in the local economies in which we conduct our operations, and in the United States in general.
Our primary market includes the Iowa counties of Johnson, Linn and Washington. Our market has been one of the strongest economic areas in Iowa exhibiting economic growth over the past ten years. The unemployment rate for our prime market area is favorable and the rate historically has been lower than the unemployment rates for both the United States and the State of Iowa. However, unfavorable or uncertain economic and market conditions may adversely affect our business and profitability. Our business faces various material risks, including credit risk, liquidity risk and the risk that the demand for our products and services will decrease. Consumer confidence, real estate values, interest rates and investment returns could make the types of loans we originate less profitable and could increase our credit risk and litigation expense. And, while the presence of the University of Iowa and its affiliated institutions has a significant favorable impact upon the regional economy, it is unclear what impact the State budget and funding models will have on the University of Iowa and the University of Iowa Hospitals and Clinics.
The ongoing COVID-19 pandemic and measures intended to prevent its spread could have a material adverse effect on our business, results of operations and financial condition, and such effects will depend on future developments, which are highly uncertain and are difficult to predict.
In December 2019, a novel coronavirus (COVID-19) was reported in China, and, in March 2020, the World Health Organization declared it a pandemic. On March 12, 2020, the President of the United States declared the COVID-19 outbreak in the United States a national emergency. The COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments ordered non-essential businesses to close and residents to shelter in place at home. This has resulted in an unprecedented slow-down in economic activity and a related increase in unemployment. Since the COVID-19 outbreak, more than 65 million people have filed claims for unemployment, and stock markets have experienced significant volatility and, in particular, bank stocks have significantly declined in value. In response to the COVID-19 outbreak, the Federal Reserve Board has reduced the benchmark fed funds rate to a target range of 0% to 0.25%, and the yields on 10 and 30-year treasury notes have declined to historic lows. The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and have passed multiple rounds of legislation to provide relief from reporting loan classifications due to modifications related to the COVID-19 outbreak.
Finally, the spread of the coronavirus caused the Company to modify its business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences. The Company may take further actions as may be required by government authorities or that it determines are in the best interests of employees, customers and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or will otherwise be satisfactory to government authorities. In addition, the success of the Company’s operations substantially depends on the management skills of its executive officers and directors, many of whom have held officer and director positions with the Company for many years. The Company’s Treasurer and Chief Financial Officer resigned in September 2020. The Company has commenced a search for a chief financial officer and will make a subsequent announcement regarding such appointment upon completion. Pending the completion of its search, the Company retained an outside consultant to assist the Chief Executive Officer in managing the responsibilities of the Chief Financial Officer position. The unanticipated loss or unavailability of key employees due to the outbreak could harm our ability to operate our business or execute our business strategy.
Given the ongoing and dynamic nature of the circumstances, it remains difficult to predict the full impact of the COVID-19 outbreak on our business. The United States government has taken steps to attempt to mitigate some of the more severe anticipated economic effects of the virus, including the passage of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). Further legislation was passed in December 2020, the Coronavirus Response and Relief Supplemental Appropriations Act 2021, which extended many provisions in the CARES Act, but there can be no assurance that such steps
Page 14
will be effective or achieve their desired results in a timely fashion. The extent of such impact from the COVID-19 outbreak and related mitigation efforts will depend on future developments, which are highly uncertain, including but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, the broad distribution of vaccines, and how quickly and to what extent normal economic and operating conditions can resume. As a result, the Company could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:
•demand for our products and services may decline, making it difficult to grow assets and income;
•if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;
•collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;
•our allowance for loan losses may be insufficient given the significant economic uncertainties created by the pandemic and, as a result, may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income;
•the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;
•as the result of the decline in the Federal Reserve Board’s target federal funds rate, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income;
•a material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend;
•we rely on third party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on us; and
•Federal Deposit Insurance Corporation premiums may increase if the agency experiences additional resolution costs.
Any one or a combination of the factors identified above could negatively impact our business, financial condition and results of operations and prospects. Even after the COVID-19 outbreak has subsided, the Company may continue to experience materially adverse impacts to our business as a result of the virus’s global economic impact, including the availability of credit, adverse impacts on our liquidity and any recession that has occurred or may occur in the future.
As a participating lender in the Paycheck Protection Program (PPP), the Company and the Bank are subject to additional risks of litigation from the Bank’s customers or other parties regarding the Bank’s processing of loans for the PPP and risks that the Small Business Administration (SBA) may not fund some or all PPP loan guarantees.
The CARES Act included a loan program administered through the SBA referred to as the PPP. Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. The initial PPP opened on April 3, 2020 through August 2020, with another round of PPP funding approved in December 2020 with the Coronavirus Response and Relief Supplemental Appropriations Act 2021; however, there has been some ambiguity in the laws, rules and guidance regarding the operation of the PPP, which exposes the Company to risks relating to noncompliance with the PPP.
Since the opening of the PPP, several other larger banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP and claims related to agent fees. The Company and the Bank may be exposed to the risk of similar litigation from both customers and non-customers that approached the Bank regarding PPP loans. If any such litigation is filed against the Company or the Bank and is not resolved in a manner favorable to the Company or the Bank, it may result in significant financial liability or adversely affect the Company’s reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP related litigation could have a material adverse impact on our business, financial condition and results of operations.
The Bank also has credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by the Bank, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by the Company, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from the Company.
Page 15
Our profitability and liquidity may be adversely affected by deterioration in the credit quality of, or defaults by, third parties who owe us money or other assets.
We are exposed to the risk that third parties that owe us money or other assets will not fulfill their obligations. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. Our rights against third parties may not be enforceable in all circumstances. In addition, deterioration in the credit quality of third parties whose securities or obligations we hold could result in losses and/or adversely affect our ability to use those securities or obligations for liquidity purposes.
Our financial condition has not been materially impacted by the deterioration in the credit quality of third parties except as related to borrower credit quality. Management believes that the allowance for loan losses is adequate to absorb probable losses on any existing loans that may become uncollectible but cannot predict loan losses with certainty and cannot assure that our allowance for loan losses will prove sufficient to cover actual losses in the future.
Our allowance for loan losses may not be adequate to cover actual losses.
Like all financial institutions, we maintain an allowance for loan losses to provide for loan defaults and non-performance. Our allowance for loan losses is based on our historical loss experience as well as an evaluation of the risks associated with our loan portfolio, including the size and composition of the loan portfolio, current economic conditions and concentrations within the portfolio. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Economic conditions affecting borrowers, including, but not limited to, the ongoing economic impact of the COVID-19 pandemic and the related uncertainties created thereby, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require an increase in the allowance for loan losses. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different than those of management. In addition, if charge-offs in future periods exceed expectations, we will need additional provisions to increase the allowance for loan losses. Any increases in the allowance for loan losses may result in a decrease in net income and capital, and may have a material adverse effect on our financial condition and results of operations.
In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments," which replaces the current "incurred loss" model for recognizing credit losses with an "expected loss" model referred to as the Current Expected Credit Loss model, or CECL. Under the CECL model, we will be required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the "incurred loss" model required under current GAAP, which delays recognition until it is probable a loss has been incurred. Accordingly, we expect that the adoption of the CECL model will materially affect how we determine our allowance for loan losses and could require us to significantly increase our allowance. Moreover, the CECL model may create more volatility in the level of our allowance for loan losses.
The Company is currently finalizing the CECL model and upon adoption of ASU 2016-13 (CECL) in the first quarter of 2021 anticipates an increase to the allowance for credit losses for loans of approximately $2 to $4 million and an unfunded commitment liability of approximately $3 to $4 million. See Note 1 for further discussion.
Our loan portfolio has a large concentration of real estate loans, which involve risks specific to real estate value.
Real estate loans, which constitute a large portion of our loan portfolio, include home equity, commercial, construction and residential loans, and such loans are concentrated in the Bank’s trade area. As of December 31, 2020, 82.69% of our loans had real estate as a primary component of collateral. The market value of real estate may fluctuate significantly in a short period of time as a result of market conditions in the geographic area in which the real estate is located. Adverse developments affecting real estate values in our market could increase the credit risk associated with our loan portfolio. Also, real estate lending typically involves higher loan principal amounts and the repayment of the loans generally is dependent, in large part, on sufficient income from the properties securing the loans to cover operating expenses and debt service. Economic events or governmental regulations outside of the control of the borrower could adversely impact the future cash flow and market values of the affected properties.
Page 16
If the loans that are collateralized by real estate become troubled during a time when market conditions are declining or have declined, then we may not be able to realize the amount of security that we anticipated at the time of originating the loan, which could cause us to increase our provision for loan losses and adversely affect our operating results and financial condition.
Our real estate loans also include construction loans, including land acquisition and development. Construction, land acquisition and development lending involves additional risks because funds are advanced based upon estimates of costs and the estimated value of the completed project. Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation on real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and the related loan-to-value ratio. As a result, commercial construction loans often involve the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project and the ability of the borrower to sell or lease the property, rather than the ability of the borrower or guarantor to repay principal and interest. If our appraisal of the value of the completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project.
Commercial loans make up a significant portion of our loan portfolio.
Our commercial loans are primarily made based on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. Repayment of our commercial loans is often dependent on the cash flows of the borrower, which may be unpredictable. Most often, this collateral is accounts receivable, inventory, machinery and equipment. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers. The other types of collateral securing these loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business.
There may be issues with environmental law compliance if we take possession of real property that secures a loan.
A significant portion of our loan portfolio is secured by real property. We may foreclose on and take title to certain real property. There is a risk that hazardous substances could be found on the property and we may be liable for remediation costs, personal injury and/or property damage. We may incur substantial expenses to comply with environmental laws which may materially reduce the property's value or limit our ability to dispose of the property. The remediation costs and any other financial liabilities associated with the property could have a material adverse effect on our financial condition and results of operations.
Our agricultural loans may involve a greater degree of risk than other loans, and the ability of the borrower to repay may be affected by many factors outside of the borrower’s control.
Payments on agricultural real estate loans are dependent on the profitable operation or management of the farm property securing the loan. The success of the farm may be affected by many factors outside the control of the borrower, including adverse weather conditions that prevent the planting of a crop or limit crop yields (such as hail, drought and floods), loss of livestock due to disease or other factors, changes in market prices for agricultural products (both domestically and internationally) and the impact of government regulation (including changes in price supports, subsidies and environmental regulation). In addition, many farms are dependent on a limited number of key individuals whose injury or death may significantly affect the successful operation of the farm. If the cash flow from a farming operation is diminished, the borrower’s ability to repay the loan may be impaired. The primary crops in our market areas are corn and soybeans. Accordingly, adverse circumstances affecting these crops could have an adverse effect on our agricultural real estate loan portfolio.
We also originate agricultural operating loans. As with agricultural real estate loans, the repayment of operating loans is dependent on the successful operation or management of the farm property. Likewise, agricultural operating loans involve a greater degree of risk than lending on residential properties, particularly in the case of loans that are unsecured or secured by rapidly depreciating assets such as farm equipment or assets such as livestock or crops. The primary livestock in our market areas is hogs and turkeys. In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation.
Page 17
The ongoing impact of the derecho storm could have a material adverse effect on our business, results of operations and financial condition, and such effects will depend on future developments, which are highly uncertain and are difficult to predict.
On August 10, 2020, a derecho impacted Eastern Iowa, primarily Cedar Rapids, Iowa and the surrounding areas. The derecho caused widespread high winds up to 140 mph, the equivalent of a Category 4 hurricane, torrential rain, large hail and low-class tornadoes. The damage from the derecho was significant across the east central Iowa area, including wide-scale utility disruptions, residential and commercial property damage and severe damage to corn and soybeans crops. The Bank has assisted customers impacted by the derecho by providing short-term loan modifications to defer principal payments on loans totaling $21.36 million, $14.87 million of which were still active as of December 31, 2020, primarily for 1 to 4 family non-owner occupied, multifamily and commercial real estate loans. Further deterioration to the local economy caused by the derecho could have a materially negative impact on the Bank’s financial condition and results of operation in future periods.
We may be required to repurchase mortgage loans or reimburse investors and others as a result of breaches in contractual representations and warranties.
We sell residential mortgage loans to various parties that purchase mortgage loans for investment. The agreements under which we sell mortgage loans contain various representations and warranties regarding the origination and characteristics of the mortgage loans, including ownership of the loan, compliance with loan criteria set forth in the applicable agreement, validity of the lien securing the loan, absence of delinquent taxes or liens against the property securing the loan, and compliance with applicable origination laws. We may be required to repurchase mortgage loans, indemnify the investor, or reimburse the investor for credit losses incurred on loans in the event of a breach of contractual representations or warranties. The agreements under which we sell mortgage loans require us to deliver various documents to the investor, and we may be obligated to repurchase any mortgage loan as to which the required documents are not delivered or are defective.
We depend on the accuracy and completeness of information about customers and counterparties.
In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information furnished by or on behalf of customers and counterparties, including financial statements and other financial information. We also may rely on representations of clients and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors and accountants if made available. If this information is inaccurate, we may be subject to regulatory action, reputational harm or other adverse effects with respect to the operation of our business, our financial condition and our results of operation.
If we are unable to continuously attract deposits and other short-term funding, our financial condition and our business prospects could be adversely affected.
In managing our liquidity, our primary source of short-term funding is customer deposits. Our ability to continue to attract these deposits, and other short-term funding sources, is subject to variability based upon a number of factors, including the relative interest rates we are prepared to pay for these liabilities and the perception of safety of those deposits or short-term obligations relative to alternative short-term investments. The availability and cost of credit in short-term markets depends upon market perceptions of our liquidity and creditworthiness. Our efforts to monitor and manage liquidity risk may not be successful or sufficient to deal with dramatic or unanticipated changes in event-driven reductions in liquidity. In such events, our cost of funds may increase, thereby reducing our net interest revenue, or we may need to dispose of a portion of our investment portfolio, which, depending on market conditions, could result in our realizing a loss or experiencing other adverse consequences.
Conditions in the financial markets may limit our access to funding to meet our liquidity needs.
Liquidity is essential to our business, as we must maintain sufficient funds to respond to the needs of depositors and borrowers. An inability to raise funds through deposits, borrowings, the sale or pledging as collateral of loans and other assets could have a substantial adverse effect on our liquidity. Our access to funding sources in the amounts adequate to finance our activities could be impaired by factors that affect us specifically or the financial services industry in general. Factors that could adversely affect our access to liquidity sources include a decrease in the level of our business activity due to a market downturn or adverse regulatory action against us. Our ability to borrow could also be impaired by factors that are not specific to us, such as severe disruption of the financial markets or adverse news and expectations about the prospects for the financial services industry as a whole.
Page 18
As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth and repayments and maturities of loans and investments. These sources include brokered money markets and certificates of deposit, federal funds purchased, lines of credit and Federal Home Loan Bank advances. Negative operating results or changes in industry conditions could lead to an inability to replace these additional funding sources at maturity. Our financial flexibility could be constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. Finally, if we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In this case, our results of operations and financial condition would be adversely affected.
Reduction in the value, or impairment of our investment securities, may impact our earnings and stockholders' equity.
We maintained a balance of $416.54 million, or 11.02% of our assets, in investment securities at December 31, 2020. Changes in market interest rates may affect the value of these investment securities, with increasing interest rates generally resulting in a reduction of value. Although the reduction in value from temporary increases in market rates does not affect our income until the security is sold, it does result in an unrealized loss recorded in other comprehensive income that may reduce our stockholders' equity. Further, we periodically test our investment securities for other-than-temporary impairment in value. In assessing whether the impairment of investment securities is other-than-temporary, we consider the length of time and extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability to retain our investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.
Our growth strategy relies heavily on our management team, and the unexpected loss of key managers and/or officers may adversely affect our operations.
Our success is dependent on experienced senior management with a strong local community network. Our ability to retain the current management team is key to the successful implementation of our growth strategy. It is equally important that we are able to continue to attract and retain quality and community-focused managers and officers. The unexpected loss of one of our key managers and/or officers or the inability to attract qualified personnel could have an adverse effect on our operations, financial condition and reputation. The Company’s Treasurer and Chief Financial Officer resigned in September 2020. The Company has commenced a search for a chief financial officer and will make a subsequent announcement regarding such appointment upon completion. Pending the completion of its search, the Company retained an outside consultant to assist the Chief Executive Officer in managing the responsibilities of the Chief Financial Officer position.
The potential for business interruption exists throughout our organization.
Integral to our performance is the continued efficacy of our technical systems, operational infrastructure, relationships with third parties and the array of personnel involved with bank operations. Failure by any or all of these resources subjects us to risks that may vary in size, scale and scope. This includes, but is not limited to, operational or technical failures, ineffectiveness or exposure due to interruption in third-party support, as well as the loss of key individuals or failure on the part of key individuals to perform properly. These risks are heightened during data system changes or conversions. Although management has established policies and procedures to address such failures, the occurrence of any such event could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations.
Our risk management framework may not be effective in mitigating risk and loss.
We maintain an enterprise risk management program that is designed to identify, quantify, monitor, report and control the risks that we face. These include credit, liquidity, market, operational, reputational, compliance, strategic, information technology and security, and trust risks. While we assess this program on an ongoing basis, there can be no assurance that its approach and framework for risk management and related controls will effectively mitigate risk and limit losses in our business. If conditions or circumstances arise that expose flaws or gaps in the risk management program or if its controls break down, the performance and value of our business could be adversely affected.
Our internal controls may be ineffective.
We regularly review and update our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well-designed and operated, is based in part on certain assumptions and may provide only reasonable, not absolute, assurances that the objectives of the controls are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, financial condition and results of operation.
Page 19
We are subject to a variety of litigation or other proceedings, which could adversely affect our business.
We are involved from time to time in a variety of litigation or other proceedings arising out of business or operations. We establish reserves for claims when appropriate under accounting principles generally accepted in the United States of America, but costs often may be incurred in connection with a matter before any reserve has been created. In addition, the actual costs associated with resolving a claim may be substantially higher than amounts that we have reserved. Substantial legal claims could have a detrimental impact on our business, results of operations, and financial condition and may cause reputational harm.
Risks Related to the Banking Industry in General and Community Banking in Particular
Changes in U.S. trade policies, such as the implementation of tariffs, and other factors beyond the Company’s control may adversely impact our business, financial condition and results of operations.
The U.S. government has implemented tariffs on certain products from countries or entities such as Mexico, Canada, China and the European Union. These countries have issued or continue to threaten retaliatory tariffs against products from the United States, including agricultural products. The United States and these countries may impose additional tariffs and retaliatory tariffs in the future. Tariffs, retaliatory tariffs or other trade restrictions on products and materials that our customers import or export, including agricultural products such as soybeans, could cause the prices of our customers’ products to increase which could reduce demand for such products, or reduce our customer margins, and adversely impact their revenues, financial results and ability to service debt. This could adversely affect our financial condition and results of operations. In addition, to the extent changes in the political environment have a negative impact on us or on the markets in which we operate, our business, results of operations and financial condition could be materially and adversely impacted in the future. In January 2020, passage of the United States-Mexico-Canada (USMCA) trade agreement helped to alleviate some of these risks. The USMCA updates trading rules to better reflect 21st century technology, regulates labor and environmental standards in Mexico, tightens the rules the auto industry must follow to trade vehicles duty free across the three countries and provides tariff-free trade in North America.
We may be adversely impacted by recent legislation and potential additional legislation and rulemaking.
The 2008-2009 recession produced a number of new laws that impact financial institutions including the Dodd-Frank Act. The Dodd-Frank Act established the Consumer Financial Protection Bureau (the “CFPB”) and granted it the broad authority to administer and enforce a new federal regulatory framework of consumer financial regulation. Any changes to state and federal banking laws and regulations may adversely impact our ability to expand services and to increase the value of our business. We are subject to extensive state and federal regulation, supervision, and legislation that govern almost all aspects of our operations. These laws may change from time to time and are primarily intended for the protection of consumers, depositors and the deposit insurance funds. In addition, our earnings are affected by the monetary policies of the Board of Governors of the Federal Reserve. These policies, which include regulating the national supply of bank reserves and bank credit, may have a major effect upon the source and cost of funds and the rates of return earned on loans and investments. The Federal Reserve influences the size and distribution of bank reserves through its open market operations and changes in cash reserve requirements against member bank deposits. We cannot predict what effect such act and any presently contemplated or future changes in the laws or regulations or their interpretations would have on us, including changes with the new government administration, but such changes could be materially adverse to our financial performance.
Changing interest rates may adversely affect our profits.
Our income and cash flows depend to a great extent on the difference between the interest rates earned by us on interest-earning assets such as loans and investment securities and the interest rates paid by us on interest-bearing liabilities such as deposits and borrowings. Our net interest margin will be affected by general economic conditions, fiscal and monetary policies of the federal government, and our ability to respond to changes in such rates. Our assets and liabilities are affected differently by a change in interest rates. An increase or decrease in rates, the length of loan terms or the mix of adjustable and fixed rate loans in our portfolio could have a positive or negative effect on our net income, capital and liquidity. We measure interest rate risk under various rate scenarios and using specific criteria and assumptions. A summary of this process is presented under the heading "Quantitative and Qualitative Disclosures about Market Risk" included under Item 7A of Part II of this Form 10-K. Although we believe our current level of interest rate sensitivity is reasonable and effectively managed, significant fluctuations in interest rates may have an adverse effect on our business, financial condition and results of operations. Also, our interest rate risk modeling techniques and assumptions may not fully predict or capture the impact of actual interest rate changes on our financial condition and results of operations.
Page 20
The replacement of LIBOR could adversely affect the Company’s revenue or expenses and the value of those assets or obligations.
LIBOR and certain other “benchmarks” are the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms may cause such benchmarks to perform differently than in the past or have other consequences which cannot be predicted. LIBOR is set based on interest information reported by certain banks, which may stop reporting such information after 2021. It is uncertain at this time whether LIBOR will change or cease to exist or the extent to which those entering into financial contracts will transition to any particular benchmark.
While there is no consensus on what rate or rates may become accepted alternatives to LIBOR, a group of large banks, the Alternative Reference Rate Committee or ARRC, selected by the Federal Reserve Bank of New York, started in May 2018 to publish the Secured Overnight Finance Rate or SOFR as an alternative to LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities, given the depth and robustness of the U.S. Treasury repurchase market. At this time, it is impossible to predict whether SOFR will become an accepted alternative to LIBOR.
The market transition away from LIBOR to an alternative reference rate, including SOFR, is complex and could have a range of adverse effects on the Bank’s business, financial condition and results of operations. In particular, any such transition could:
•adversely affect the interest rates paid or received on, and the revenue and expenses associated with, the Bank’s floating rate obligations, loans, deposits, derivatives and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
•adversely affect the value of the Bank’s floating rate obligations, loans, deposits, derivatives and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
•prompt inquiries or other actions from regulators in respect of the Bank’s preparation and readiness for the replacement of LIBOR with an alternative reference rate;
•result in disputes, litigation or other actions with counterparties regarding the interpretation and enforceability of certain fallback language in LIBOR-based securities; and
•require the transition to or development of appropriate systems and analytics to effectively transition the Bank’s risk management processes from LIBOR-based products to those based on the applicable alternative pricing benchmark, such as SOFR.
The manner and impact of this transition, as well as the effect of these developments on the Bank’s funding costs, loan and investment and trading securities portfolios, asset-liability management, and business, is uncertain.
We experience intense competition for loans and deposits.
Competition in banking and financial services business in our market is highly competitive and is currently undergoing significant change. Our competitors include local commercial banks, local credit unions, online banks, mortgage companies, finance companies and other non-bank financial services providers. Increasingly, competitors are able to provide integrated financial services over a broad geographic area. Increased competition may result in a decrease in the amounts of loans and deposits, reduced spreads between loan rates and deposit rates or loan terms that are less favorable to us. Competition may also accelerate investments in technology or infrastructure. Any of these results could have a material adverse effect on our ability to grow and remain profitable.
Growth levels in local and national real estate markets may impact our operations and/or financial condition.
Change in growth in the national housing market as evidenced by reports of levels of new and existing home sales, inventories of houses on the market, property values, building permits, and the time houses remain on the market may indicate increased levels of credit risk. In past history of real estate growth, some lenders made many adjustable-rate mortgage loans, and lowered their credit standards with respect to mortgage loans and home equity loans. A subsequent slowdown in the national housing market created uncertainty and liquidity issues relating to the value of such mortgage loans, which caused disruption in credit markets. Management will continue to monitor that the Bank has maintained appropriate lending standards in times of real estate growth and decline. No assurance can be given that these conditions will not directly or indirectly affect our operations.
We are subject to risks associated with technological changes and the resources needed to implement the changes.
Our industry is susceptible to significant technological changes as there continue to be a high level of new technology driven products and services introduced. Technological advancement aids us in providing customer service and increases efficiency. Our national competitors may have more resources to invest in technological changes. As a result they may be able to offer
Page 21
products and services that are more technologically advanced and that may put us at a competitive disadvantage. Our future may depend on our ability to analyze technological changes to determine the best course of action for our business, customers and shareholders.
We rely heavily on our network security and any system failure or data breach could subject us to increased costs as well as reputational risk.
Our operations are dependent on our ability to process financial transactions in a secure manner. Failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, could disrupt our business or the businesses of our customers, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses. We must ensure that information is properly protected from a variety of threats such as cyber attacks, error, fraud, sabotage, terrorism, industrial espionage, privacy violation, service interruption, and natural disaster. These threats arise from numerous sources including human error, fraud on the part of employees or third parties, technological failure, telecommunication outages, and severe weather conditions. Information security risks for financial institutions like us have increased recently in part because of new technologies, the increased use of the internet and telecommunications technologies (including mobile devices and cloud computing) to conduct financial and other business transactions, political activism, and the increased sophistication and activities of organized crime. Although we employ detection and response mechanisms designed to contain and mitigate security incidents, early detection may be thwarted by persistent sophisticated attacks and malware designed to avoid detection.
While we have not been materially impacted by cyber incidents, we have been subject to other intentional cyber incidents from third parties over the last several years, including denial of service attacks which attempt to interrupt service to customers and malicious software attacks on computer systems which attempt to allow unauthorized entrance. We also face risks related to cyber attacks and other security breaches in connection with card transactions that typically involve the transmission of sensitive information regarding our customers through various third parties. Some of these parties have in the past been the target of security breaches and cyber attacks, and because the transactions involve third parties and environments that we do not control or secure, future security breaches or cyber attacks affecting any of these third parties could impact us through no fault of our own, and in some cases we may have exposure and suffer losses for breaches or attacks relating to them. We also rely on numerous other third party service providers to conduct other aspects of our business operations and face similar risks relating to them. While we conduct security assessments on our higher risk third party service providers, we cannot be sure that their information security protocols are sufficient to withstand a cyber attack or other security breach. There can be no assurance that cyber incidents will not occur and they could occur more frequently and on a more significant scale.
We devote significant resources to implement, maintain, monitor and regularly upgrade our systems and networks with measures such as intrusion detection and prevention and firewalls to safeguard critical business applications. The additional cost to the Company of our cyber security monitoring and protection systems and controls includes the cost of hardware and software, third party technology providers, consulting, and legal fees, in addition to the incremental cost of our personnel who focus a substantial portion of their responsibilities on cyber security. In addition, because cyber attacks can change frequently we may be unable to implement effective preventive or proactive measures in time. With the assistance of third-party service providers, we intend to continue to implement security technology and establish procedures to maintain network security, but there is no assurance that these measures will be successful. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.
Any activity that jeopardizes our network and the security of the information stored thereon may result in significant cost and have a significant adverse effect on our reputation. We maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks. Such insurance coverage may be insufficient to cover all losses.
Any successful cyber attack or other security breach involving the misappropriation or other unauthorized disclosure of confidential customer information or that compromises our ability to function could severely damage our reputation, erode confidence in the security of our systems, products and services, expose us to the risk of litigation and liability, disrupt our operations and have a material adverse effect on our business. Any successful cyber attack may also subject the Company to regulatory investigations, litigation or enforcement, or require the payment of regulatory fines or penalties or undertaking costly remediation efforts with respect to third parties affected by a cyber security incident, all or any of which could adversely affect the Company’s business, financial condition or results of operations and damage its reputation.
Page 22
Loss of key third-party vendor relationships or failure of a vendor to protect information of our customers or employees could adversely affect our business or result in losses.
We rely on third-party vendors to provide key components of our business operations such as data processing, recording and monitoring transactions, online and mobile banking interfaces and services, internet connections and network access. While we have performed due diligence procedures in selecting vendors, we do not control their actions. In the event that one or more of our vendors suffers a bankruptcy or otherwise becomes unable to continue to provide products or services, or fails to protect non-public personal information of our customers or employees, we may suffer operational impairments, reputational damage and financial losses. Replacing these third-party vendors could create significant delay and expense. Accordingly, use of such third parties creates an inherent risk to our business operations.
New products and services are essential to remain competitive but may subject us to additional risks.
We consistently attempt to offer new products and services to our customers to remain competitive. There can be risks and uncertainties associated with these new products and services especially if they are newer to market products and services. We may spend significant time and resources in development of new products and services to market to customers. Through our development and implementation process we may incur risks associated with delivery timetables, pricing and profitability, compliance with regulations, effect on internal controls and shifting customer preferences. Failure to successfully manage these risks could have a material effect on our financial condition, result of operations, and business.
Our customers may decide to use non-bank competitors for financial transactions, which could result in loss of business.
Advancement in technology and other changes are increasing the ability for customers to complete financial transactions that have traditionally involved banks through non-bank competitors. Elimination of banks as intermediaries of financial transactions could result in the loss of customer deposits as well as fee income to us.
We are subject to risks associated with negative publicity.
Reputational risk arises from the potential that negative publicity regarding our business practices, whether true or not, could cause a decline in our customer base, costly litigation, or revenue reductions. In addition, our success in maintaining our reputation depends on the ability to adapt to a rapidly changing environment including increasing reliance on social media.
We may be adversely affected by changes in U.S. tax laws and regulations.
The Tax Cuts and Jobs Act was signed into law in December 2017, reforming the U.S. tax code. The legislation includes lowering the federal corporate income tax rate to 21 percent beginning in 2018 from a maximum rate of 35 percent, modifying the U.S. taxation of income earned outside the U.S. and limiting or eliminating various deductions, tax credits and/or other tax preferences. The legislation could negatively impact our customers because it lowers the existing caps on mortgage interest deductions and limits the state and local tax deductions. These changes could make it more difficult for borrowers to make their loan payments and could also negatively impact the housing market, which could adversely affect our business and loan growth. Also, the changes in the government administration could result in changes to U.S. tax laws and regulations.
Risks Related to the Company's Common Stock
Our stock is thinly traded.
The average daily trading volume of our common stock is relatively small compared to many public companies. The desired market characteristics of depth, liquidity, and orderliness require the substantial presence of willing buyers and sellers in the marketplace at any given time. In our case, this presence depends on the individual decisions of a relatively small number of investors and general economic and market conditions over which we have no control. Due to the relatively small trading volume of our common stock, significant sales of our common stock, or the expectation of these sales, could cause the stock price to fall more than would be justified by the inherent worth of the Company. Conversely, attempts to purchase a significant amount of our stock could cause the market price to rise above the reasonable inherent worth of the Company.
Page 23
The stock market can be volatile, and fluctuations in our operating results and other factors could cause our stock price to decline.
The stock market has experienced, and may continue to experience, fluctuations that significantly impact the market prices of securities issued by many companies. Market fluctuations could adversely affect our stock price. These fluctuations have often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations, as well as general economic, systemic, political and market conditions, such as recessions, loss of investor confidence, or interest rate changes, may negatively affect the market price of our common stock. Moreover, our operating results may fluctuate and vary from period to period due to the risk factors set forth herein. As a result, period-to-period comparisons should not be relied upon as an indication of future performance. Our stock price could fluctuate significantly in response to the impact these risk factors have on our operating results or financial position.
There can be no assurances concerning continuing dividend payments.
Our common stockholders are only entitled to receive the dividends declared by our Board of Directors. Although we have historically paid annual dividends on our common stock, there can be no assurances that we will be able to continue to pay regular annual dividends or that any dividends we do declare will be in any particular amount. The primary source of money to pay our dividends comes from dividends paid to the Company by the Bank. The Bank’s ability to pay dividends to the Company is subject to, among other things, its earnings, financial condition and applicable regulations, which in some instances limit the amount that may be paid as dividends.
If we do not continue to meet or exceed regulatory capital requirements and maintain our “well-capitalized” status, there could be an adverse effect on the manner in which we do business and on the confidence of our customers in us.
Under regulatory capital adequacy guidelines, we must meet guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items. Failure to meet minimum capital requirements could have a material effect on our financial condition and could subject us to a variety of enforcement actions, as well as certain restrictions on our business. Failure to maintain the status of “well-capitalized” under the regulatory framework could adversely affect the confidence that our customers have in us, which may lead to a decline in the demand for or a reduction in the prices that we are able to charge for our products and services. Failure to meet the guidelines could also limit our access to liquidity sources.
Our growth may require us to raise additional capital in the future, but that capital may not be available.
We may at some point need to raise additional capital to maintain our “well-capitalized” status. Any capital we obtain may result in the dilution of the interests of existing holders of our stock. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial condition and performance. Accordingly, we cannot make assurances of our ability to raise additional capital if needed, or if the terms will be acceptable to us.
| Item 1B. | Unresolved Staff Comments | ||||
None.
| Item 2. | Properties | ||||
The Company's office and the main office of the Bank are located at 131 E. Main Street, Hills, Iowa. This is a brick building containing approximately 45,000 square feet. A portion of the building was built in 1977, a two-story addition was completed in 1984, and a two-story brick addition was completed in February 2001. With the completion of the 2001 addition, the entire Bank’s operations and administrative functions were consolidated in Hills, Iowa. The Bank operates its business from its main office and its 18 full service branches in the Iowa counties of Johnson, Linn and Washington. The Bank owns its main office complex and 14 of its branch offices. Four of the Bank’s branches are leased.
All of the properties owned by the Bank are free and clear of any mortgages or other encumbrances of any type. See Note 15 to the Consolidated Financial Statements for minimum future rental commitments for leased properties.
Page 24
| Item 3. | Legal Proceedings | ||||
None.
| Item 4. | Mine Safety Disclosures | ||||
Not applicable.
PART II
| Item 5. | Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | ||||
As of January 31, 2021, the Company had 2,701 stockholders. There is no established trading market for the Company's common stock, and the Company's stock is not actively traded. Our common stock is not listed on the NASDAQ stock market or any other stock exchange. While there is no established public trading market for our common stock, our shares are currently quoted in the inter-dealer quotation, or “over-the-counter,” marketplace under the trading symbol “HBIA.” The principal over-the-counter market is operated by OTC Markets Group, Inc., which provides quotes for the Company on its OTC Pink tier.
The high and low bid information for the Company’s stock for each quarter of the two most recent fiscal years, as reported by OTC Market Groups, Inc., is provided below. The prices indicated reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| 2020 | 2019 | |||||||||||||
| High | Low | High | Low | |||||||||||
| 1st quarter | $ | 65.00 | $ | 61.06 | $ | 65.00 | $ | 60.60 | ||||||
| 2nd quarter | 65.00 | 58.65 | 65.85 | 62.01 | ||||||||||
| 3rd quarter | 62.04 | 58.35 | 66.00 | 63.80 | ||||||||||
| 4th quarter | 62.04 | 60.07 | 71.00 | 65.00 | ||||||||||
In addition, based on the Company’s stock transfer records and information informally provided to the Company, stock trading transactions have been as follows:
| Year | Number of Shares Traded | Number of Transactions | High Selling Price | Low Selling Price | |||||||||||||
| 2020 | 173,598 | 188 | $ | 66.00 | $ | 60.00 | (1) | ||||||||||
| 2019 | 126,189 | 146 | $ | 65.00 | $ | 61.00 | (2) | ||||||||||
| 2018 | 157,749 | 168 | $ | 61.00 | $ | 54.00 | (3) | ||||||||||
(1)2020 transactions included repurchases by the Company of 133,622 shares of stock under the 2005 Stock Repurchase Program. 2020 transactions made under the 2005 Stock Repurchase Program were made at prices that ranged from $60.00 to $66.00 per share.
(2)2019 transactions included repurchases by the Company of 89,124 shares of stock under the 2005 Stock Repurchase Program. 2019 transactions made under the 2005 Stock Repurchase Program were made at prices that ranged from $61.00 to $65.00 per share.
(3)2018 transactions included repurchases by the Company of 116,962 shares of stock under the 2005 Stock Repurchase Program. 2018 transactions made under the 2005 Stock Repurchase Program were made at prices that ranged from $54.00 to $61.00 per share.
All transactions under the 2005 Stock Repurchase Program were at a price equal to the most recent quarterly independent appraisal of the shares of the Company's common stock. The most recent independent current quarterly appraisal value of the stock is $63.50 a share. The closing bid for the Company's stock on February 12, 2021 was $62.25 a share as reported by the OTC Markets Group, Inc.
Page 25
The Company currently pays an annual dividend on its common stock to stockholders, and it expects to continue to maintain its annual dividend for the foreseeable future periods.
The following performance graph provides information regarding cumulative, five-year shareholder returns on an indexed basis of the Company's Common Stock compared to the NASDAQ Market Index and the Regional-Southwest Banks Index prepared by MORNINGSTAR of Chicago, IL. The latter index reflects the performance of twenty-five bank holding companies operating principally in the Midwest as selected by MORNINGSTAR. The indexes assume the investment of $100 on December 31, 2015 in Company Common Stock, the NASDAQ Index and the Regional-Southwest Banks Index, with all dividends reinvested.
| 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | |||||||||||||||
| HILLS BANCORPORATION | $ | 100.00 | $ | 109.44 | $ | 124.92 | $ | 143.07 | $ | 154.50 | $ | 150.59 | ||||||||
| REGIONAL-SOUTHWEST BANKS | $ | 100.00 | $ | 151.34 | $ | 159.57 | $ | 145.45 | $ | 177.19 | $ | 167.83 | ||||||||
| NASDAQ MARKET INDEX | $ | 100.00 | $ | 108.87 | $ | 141.13 | $ | 137.12 | $ | 187.44 | $ | 271.64 | ||||||||
Note regarding the performance graph: Cumulative five-year Shareholder returns on an indexed basis. The indexes assume the investment of $100 in year with all dividends reinvested.
Page 26
The following table sets forth the Company’s equity compensation plan information as of December 31, 2020, all of which relates to stock options issued under stock option plans approved by stockholders of the Company:
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans [excluding securities reflected in column (a)] (c) | ||||||||
| Equity compensation plans approved by security holders | 13,025 | $ | 45.92 | 231,425 | |||||||
| Equity compensation plans not approved by security holders | — | — | — | ||||||||
| Total | 13,025 | $ | 45.92 | 231,425 | |||||||
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, 2021. 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 following table sets forth information about the Company’s stock purchases pursuant to the 2005 Stock Repurchase Program for the quarter ended December 31, 2020:
| Period in 2020 | 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 | ||||||||||
| October 1 to October 31 | 5,973 | $ | 62.00 | 5,973 | 165,617 | |||||||||
| November 1 to November 30 | 9,514 | 62.18 | 9,514 | 156,103 | ||||||||||
| December 1 to December 31 | 5,728 | 62.50 | 5,728 | 150,375 | ||||||||||
| Total | 21,215 | $ | 62.21 | 21,215 | 150,375 | |||||||||
Page 27
| Item 6. | Selected Financial Data | ||||
CONSOLIDATED FIVE-YEAR STATISTICAL SUMMARY
The following table sets forth certain of our financial and statistical information for each of the years in the five-year period ended December 31, 2020. This data should be read in conjunction with the consolidated financial statements and the accompanying notes thereto included or incorporated by reference elsewhere in this document.
| 2020 | 2019 | 2018 | 2017 | 2016 | |||||||||||||||||||||||||
| YEAR-END TOTALS (Amounts in Thousands) | |||||||||||||||||||||||||||||
| Total assets | $ | 3,780,611 | $ | 3,300,887 | $ | 3,042,464 | $ | 2,963,360 | $ | 2,655,770 | |||||||||||||||||||
| Investment securities | 416,544 | 366,368 | 331,098 | 300,160 | 279,950 | ||||||||||||||||||||||||
| Loans held for sale | 43,947 | 8,400 | 1,984 | 5,162 | 9,806 | ||||||||||||||||||||||||
| Loans, net | 2,674,012 | 2,606,277 | 2,591,085 | 2,431,165 | 2,251,445 | ||||||||||||||||||||||||
| Deposits | 3,192,568 | 2,661,364 | 2,421,124 | 2,288,565 | 2,036,312 | ||||||||||||||||||||||||
| Federal Home Loan Bank borrowings | 105,000 | 185,000 | 215,000 | 295,000 | 235,000 | ||||||||||||||||||||||||
| Redeemable common stock | 47,329 | 51,826 | 48,870 | 43,308 | 40,781 | ||||||||||||||||||||||||
| Stockholders' equity | 416,076 | 375,211 | 334,882 | 311,716 | 289,270 | ||||||||||||||||||||||||
| EARNINGS (Amounts in Thousands) | |||||||||||||||||||||||||||||
| Interest income | $ | 128,529 | $ | 132,332 | $ | 118,797 | $ | 105,952 | $ | 97,677 | |||||||||||||||||||
| Interest expense | 26,952 | 34,873 | 26,323 | 17,972 | 16,087 | ||||||||||||||||||||||||
| Provision for loan losses | 4,358 | (2,880) | 8,497 | 1,688 | (1,163) | ||||||||||||||||||||||||
| Other income | 28,336 | 24,792 | 23,818 | 20,818 | 19,995 | ||||||||||||||||||||||||
| Other expenses | 75,631 | 67,264 | 62,123 | 59,512 | 56,799 | ||||||||||||||||||||||||
| Income taxes | 11,277 | 12,549 | 8,905 | 19,537 | 14,394 | ||||||||||||||||||||||||
| Net income | 38,647 | 45,318 | 36,767 | 28,061 | 31,555 | ||||||||||||||||||||||||
| Net income before Tax Act (1) | NA | NA | NA | 32,770 | NA | ||||||||||||||||||||||||
| PER SHARE | |||||||||||||||||||||||||||||
| Net income: | |||||||||||||||||||||||||||||
| Basic | $ | 4.12 | $ | 4.85 | $ | 3.93 | $ | 3.01 | $ | 3.40 | |||||||||||||||||||
| Basic before Tax Act (1) | NA | NA | NA | 3.51 | NA | ||||||||||||||||||||||||
| Diluted | 4.12 | 4.85 | 3.92 | 3.01 | 3.40 | ||||||||||||||||||||||||
| Diluted before Tax Act (1) | NA | NA | NA | 3.51 | NA | ||||||||||||||||||||||||
| Cash dividends | 0.890 | 0.820 | 0.750 | 0.700 | 0.650 | ||||||||||||||||||||||||
| Book value as of December 31 | 44.59 | 40.12 | 35.87 | 33.39 | 31.22 | ||||||||||||||||||||||||
| Increase (decrease) in book value due to: | |||||||||||||||||||||||||||||
| ESOP obligation | (5.07) | (5.54) | (5.23) | (4.64) | (4.40) | ||||||||||||||||||||||||
| Accumulated other comprehensive income | 0.94 | 0.15 | (0.35) | (0.26) | (0.36) | ||||||||||||||||||||||||
| SELECTED RATIOS | |||||||||||||||||||||||||||||
| Return on average assets | 1.09 | % | 1.40 | % | 1.23 | % | 1.02 | % | 1.23 | % | |||||||||||||||||||
| Return on average assets before Tax Act (1) | NA | NA | NA | 1.19 | NA | ||||||||||||||||||||||||
| Return on average equity | 8.72 | 11.23 | 9.92 | 9.24 | 11.26 | ||||||||||||||||||||||||
| Return on average equity before Tax Act (1) | NA | NA | NA | 10.79 | NA | ||||||||||||||||||||||||
| Net interest margin | 3.00 | 3.18 | 3.25 | 3.43 | 3.43 | ||||||||||||||||||||||||
| Average stockholders' equity to average total assets | 12.47 | 12.45 | 12.35 | 11.02 | 10.94 | ||||||||||||||||||||||||
| Dividend payout ratio | 21.54 | 16.90 | 19.05 | 23.11 | 19.20 | ||||||||||||||||||||||||
(1)Non-GAAP financial measurement. For further information, refer to the Non-GAAP Financial Measures section of this report in Item 7.
Page 28
| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operation | ||||
The following discussion by management is presented regarding the financial results for the Company for the dates and periods indicated. The discussion should be read in conjunction with the “Selected Consolidated Five-Year Statistical Summary” and the consolidated financial statements and the accompanying notes thereto included or incorporated by reference elsewhere in this document.
An overview of the year 2020 is presented following the section discussing a special note regarding forward looking statements.
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 financial market disruptions and/or an economic recession, and monetary and other governmental actions designed to address such disruptions and recession.
•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.
•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 technology 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.
Page 29
•The economic impact of natural disasters, diseases and/or pandemics, such as the COVID-19 pandemic, 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.
COVID-19: What the Company knows and what steps we have taken.
The outbreak of Coronavirus Disease 2019 (“COVID-19”) has and will continue to adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company. The World Health Organization has declared COVID-19 to be a global pandemic indicating that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections.
The spread of the outbreak has caused significant disruptions in the U.S. economy and is highly likely to disrupt banking and other financial activity in the areas in which the Company operates and could also potentially create widespread business continuity issues for the Company. The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. If the global response to contain COVID-19 escalates or is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows.
Communities
Offices
With the health of our employees and customers being our top concern, as of March 17, 2020, the Bank temporarily suspended branch lobby hours to the public for walk-in transactions while allowing limited scheduled appointments. The Bank reopened branch lobbies in the third quarter of 2020, but in November 2020 again temporarily suspended branch lobby hours to the public for walk-in transactions. In late January 2021, the Bank has since started the process of reopening branch lobbies. The Bank implemented the following changes in response to the pandemic:
•Plexiglass windows on our teller stations and reception areas
•A limit on the number of people who can be in the lobbies at one time
•Transaction areas and reusable items will be frequently cleaned
•Hand sanitizing stations located at each entrance
•Floor stickers to guide social distancing while waiting in line
•Require both customers and employees to wear protective face coverings, among other social distancing requirements for both customers and employees.
Drive-thru services remain available as well as all ATM’s to complete needed transactions. Customers are also able to directly contact our bankers through calling the customer contact center, engaging with a digital banker via the HERE by Hills Bank app, or through Hills Bank Online which is available 24/7.
The Bank continues to promote social distancing by encouraging employees who can work remotely to do so and in other cases, departments have been dispersed to keep the team separated. We do not anticipate significant challenges to our ability to maintain our systems and controls in light of the measures we have taken to prevent the spread of COVID-19. No material operational or internal control challenges or risks have been identified to date.
Page 30
Customers
Loans
With the Federal Reserve rate drops of 150 basis points in March (100 basis points of which was directly related to the effects of the virus on the economy), a surge in home loan activity has occurred, a significant portion of which is refinance related. The Bank sells most of its home loans into the secondary market and has seen a significant increase in the net gain on the sale of these loans.
The Bank is working with customers who request forbearance agreements and has also provided short-term modifications for customers primarily through deferrals of principal only payments for three to six months. Throughout 2020, COVID-19 related payment deferrals provided for customers totaled approximately 14.82% of total loans. As of December 31, 2020, COVID-19 related payment deferrals were approximately 1.20% of total loans.
The Bank continues to assist customers through this difficult time in the best manner possible by providing $127.10 million of Paycheck Protection Program (PPP) loans through December 31, 2020. The PPP loans have a two or five year term and earn interest at 1%. Loans funded through the PPP program are fully guaranteed by the U.S. government if certain criteria are met. The Bank believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. As of December 31, 2020, the Bank has outstanding PPP loan balances of $86.5 million and has received forgiveness payments totaling $40.4 million from the SBA. With the passage of the Coronavirus Response and Relief Supplemental Appropriations Act 2021 in late December 2020, the Bank is planning to provide additional PPP loans beginning in late January 2021 to further assist our customers.
Financial - Exposures
As discussed above, throughout 2020 the Company provided a significant number of PPP loans to customers as well as short-term loan modifications deferring principal and interest or principal only for three to six months. During late summer and fall, a significant number of the COVID-19 related short-term loan modifications expired with the majority of customers able to return to scheduled payments. A small percentage of customers have requested additional pandemic-related modifications described above.
Section 4013 of the CARES Act, “Temporary Relief From Troubled Debt Restructurings,” allows financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time during the COVID-19 pandemic. In March 2020, various regulatory agencies, including the FRB and the FDIC, issued an interagency statement, effective immediately, on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not to be considered TDRs. This includes short-term (e.g., six months) modifications, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. As of December 31, 2020, the total amount of the eligible loans in deferral (deferral of principal and/or interest) that met the requirements set forth under the interagency statement and therefore were not considered TDRs was 13 loans, totaling $9.4 million. The Bank anticipates that the current and future economic conditions will continue to have an impact on the initial modifications that were made that qualified under such criteria.
The COVID-19 pandemic represents an unprecedented challenge to the global economy in general and the financial services sector in particular. However, there is still significant uncertainty regarding the overall length of the pandemic and the aggregate impact that it will have on global and regional economies, including uncertainties regarding the potential positive effects of governmental actions taken in response to the pandemic during 2020. With so much uncertainty, it is impossible for the Bank to accurately predict the impact that the pandemic will have on the Bank’s primary markets and the overall extent to which it will affect the Bank’s financial condition and results of operations into 2021. Nonetheless, management believes that the Bank’s current regulatory capital position is adequate to face the coming challenges.
To account for potential exposures resulting from the pandemic, the Bank has increased its allowance for loan losses for the year ended December 31, 2020 by approximately $3.3 million since December 31, 2019. The Bank is fully prepared to make additional provisions as warranted by the COVID-19 situation. The Bank anticipates that a significant portion of the Bank’s borrowers in the hospitality industry, which represents approximately 0.2% of our loan portfolio, will endure significant economic distress which will adversely affect their ability to repay existing indebtedness. These developments, together with economic conditions generally, are also expected to impact the value of certain collateral securing our loans.
Page 31
Our credit administration is closely monitoring and analyzing the higher risk segments within the loan portfolio, tracking loan payment deferrals, customer liquidity and providing timely reports to senior management and the board of directors. Based on the Company’s capital levels, prudent underwriting policies, loan concentration diversification and our geographic footprint, we currently expect to be able to manage the economic risks and uncertainties associated with the pandemic and remain adequately capitalized.
The Company continued to maintain the payment of its annual dividend consistent with its past practices.
Government Response
Congress, the FRB and the other U.S. state and federal financial regulatory agencies have taken actions to mitigate disruptions to economic activity and financial stability resulting from the COVID-19 pandemic. The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and passed measures to provide relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. The descriptions below summarize additional significant government actions taken in response to the COVID-19 pandemic. The descriptions are qualified in their entirety by reference to the particular statutory or regulatory provisions or government programs summarized.
The CARES Act
The Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law on March 27, 2020. Among other provisions, the CARES Act includes funding for the SBA to expand lending, relief from certain U.S. GAAP requirements to allow COVID-19-related loan modifications to not be categorized as troubled debt restructurings and a range of incentives to encourage deferment, forbearance or modification of consumer credit and mortgage contracts. One of the key CARES Act programs is the Paycheck Protection Program, which temporarily expanded the SBA’s business loan guarantee program to include forgivable loans used for permissible purposes, which were issued under the program through August 8, 2020. Paycheck Protection Program loans are available to a broader range of entities than ordinary SBA loans, and the loan may be forgiven in an amount equal to payroll costs and certain other expenses during either an eight-week or twenty-four week “covered period.” The Bank is participating in this program as described above.
The CARES Act contains additional protections for homeowners and renters of properties with federally-backed mortgages, including a 60-day moratorium on the initiation of foreclosure proceedings beginning on March 18, 2020 and a 120-day moratorium on initiating eviction proceedings effective March 27, 2020. These foreclosure and eviction moratoriums have been extended through year-end by the Federal Housing Administration. Borrowers of federally-backed mortgages have the right under the CARES Act to request up to 360 days of forbearance on their mortgage payments if they experience financial hardship directly or indirectly due to the coronavirus-related public health emergency.
Also pursuant to the CARES Act, the U.S. Treasury has the authority to provide loans, guarantees and other investments in support of eligible businesses, states and municipalities affected by the economic effects of COVID-19. Some of these funds have been used to support several FRB programs and facilities described below or additional programs or facilities that are established by its authority under Section 13(3) of the Federal Reserve Act and meeting certain criteria.
Coronavirus Response and Relief Supplemental Appropriations Act 2021
On December 21, 2020, the House and Senate passed legislation to supply the latest round of COVID-19 relief, authorizing more than $900 billion in economic aid to small businesses and consumers—the second largest stimulus in history, behind only the CARES (Coronavirus Aid Relief and Economic Security) Act that Congress enacted in March. The bill also includes appropriations provisions to keep the government funded through September 30, 2021, as well as a host of miscellaneous items.
The summary below focuses on key banking provisions while omitting significant provisions on many other important topics, including an extension of enhanced unemployment insurance and funding for vaccine distribution, school reopening, and the airline industry.
In particular, the banking aspects of the package include the following:
a.An additional $284.6 billion in Paycheck Protection Program (PPP) funding for loans to small businesses, including for borrowers who have previously received a PPP loan.
b.A one-page simplified forgiveness process for PPP loans under $150,000.
c.Clarification to various CARES Act provisions, the tax treatment of PPP expenses, lender responsibilities for agent fees, and lender “hold harmless” protections under the PPP and other laws.
Page 32
d.A further delay in Troubled Debt Restructuring (TDR) accounting until 60 days after the termination of the national emergency, or January 1, 2022.
e.A further optional delay in Current Expected Credit Loss (CECL) accounting until January 1, 2022.
f.A new round of Economic Impact Payments (EIPs) for consumers, with aggressive distribution timelines and new exemptions from garnishments.
g.Significant added support for Community Development Financial Institutions (CDFIs) and Minority Depository Institutions (MDIs).
h.Funding for agricultural support programs and for renter assistance programs.
i.Termination of existing Federal Reserve emergency lending authority under the CARES Act, while preserving the Fed’s general 13(3) emergency authority existing prior to that Act.
FRB Actions
The FRB has taken a range of actions to support the flow of credit to households and businesses. For example, on March 15, 2020, the FRB reduced the target range for the federal funds rate to 0 to 0.25% and announced that it would increase its holdings of U.S. Treasury securities and agency mortgage-backed securities and begin purchasing agency commercial mortgage-backed securities. The FRB has also encouraged depository institutions to borrow from the discount window and has lowered the primary credit rate for such borrowing by 150 basis points while extending the term of such loans up to 90 days. Reserve requirements have been reduced to zero as of March 26, 2020.
In addition, the FRB has established, or has taken steps to establish, a range of facilities and programs to support the U.S. economy and U.S. marketplace participants in response to economic disruptions associated with COVID-19. Through these facilities and programs, the FRB, relying on its authority under Section 13(3) of the Federal Reserve Act, has taken steps to directly or indirectly purchase assets from, or make loans to, U.S. companies, financial institutions, municipalities and other market participants.
Non-GAAP Financial Measures
This report contains references to financial measures that are not defined in GAAP. Such non-GAAP financial measures include the Company's presentation of net income without the effect of the Tax Cut and Jobs Act enacted on December 22, 2017 (the "Tax Act"), and the presentation of earnings per share, return on assets and return on equity with the adjusted net income figure. Management believes these Non-GAAP financial measures provide useful information to both management and investors to analyze and evaluate the Company's financial performance. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures. These non-GAAP disclosures should not be considered an alternative to the Company's GAAP results. The following table reconciles the non-GAAP financial measures to GAAP.
Page 33
| Year Ended December 31, 2017 | ||||||||
| Reconciliation of net income before effect of Tax Act to net income (GAAP): | ||||||||
| Net Income (GAAP) | $ | 28,061 | ||||||
| Tax Act related tax expense | 4,709 | |||||||
| Net Income before Tax Act related expense | $ | 32,770 | ||||||
| Reconciliation of earnings per share before effect of Tax Act to earnings per share (GAAP): | ||||||||
| Non-GAAP net income reconciled above | $ | 32,770 | ||||||
| Weighted average shares outstanding (basic) | 9,330,003 | |||||||
| Earnings Per Share (basic) before effect of Tax Act | $ | 3.51 | ||||||
| Weighted average shares outstanding (diluted) | 9,334,635 | |||||||
| Earnings Per Share (diluted) before effect of Tax Act | $ | 3.51 | ||||||
| Reconciliation of return on average assets before effect of Tax Act to return on average assets (GAAP): | ||||||||
| Non-GAAP net income reconciled above | $ | 32,770 | ||||||
| Average assets | 2,756,360 | |||||||
| Return on average assets before effect of Tax Act | 1.19 | % | ||||||
| Reconciliation of return on average equity after effect of Tax Act to return on average equity (GAAP): | ||||||||
| Non-GAAP net income reconciled above | $ | 32,770 | ||||||
| Average equity | 303,768 | |||||||
| Return on average equity before effect of Tax Act | 10.79 | % | ||||||
Overview
The Company is a bank holding company engaged, through its wholly-owned subsidiary bank, in the business of commercial banking. The Company’s subsidiary is Hills Bank and Trust Company, Hills, Iowa. 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.
The Company’s net income for 2020 was $38.65 million compared to $45.32 million in 2019 and $36.77 million in 2018. Diluted earnings per share were $4.12, $4.85, and $3.92 for the years ended December 31, 2020, 2019 and 2018, respectively.
The Bank’s net interest income is the largest component of the Bank’s revenue, and is a function of the average earning assets and the net interest margin percentage. Net interest margin is the ratio of net interest income to average earning assets. For the years ended December 31, 2020 and 2019, the Bank achieved a net interest margin of 3.00% and 3.18%, respectively. For the year ended December 31, 2020, net interest income on a tax equivalent basis increased by $4.14 million. In 2020, net interest income increased $10.57 million due to growth of $309.59 million in the Bank's average earning assets and decreased $6.43 million due to interest rate changes.
Highlights with respect to items on the Company’s balance sheet as of December 31, 2020 included the following:
•Total assets were $3.781 billion, an increase of $479.72 million since December 31, 2019.
Page 34
•Cash and cash equivalents were $574.31 million, an increase of $332.35 million since December 31, 2019. A substantial portion of the increase can be attributed to increased savings with the current negative economic environment due to the pandemic and equity investors fleeing volatile capital markets in an effort to preserve principal.
•Loans, net of allowance for loan losses and unamortized fees and costs, totaling $2.718 billion.
•Net loan growth in 2020 of $67.74 million. The increase was primarily due to PPP loans provided to customers totaling $127.10 million. Loans held for sale increased $35.55 million since December 31, 2019 due to the significant reduction in interest rates during 2020, resulting in a significant amount of mortgage loan refinance activity.
•Deposit growth of $531.20 million in 2020. Deposits increased to $3.193 billion and included $74.08 million of brokered deposits. A substantial portion of the increase can be attributed to the current negative economic environment.
•FHLB borrowings decreased $80.00 million. The decrease was largely due to prepaying $55 million of FHLB borrowings.
•Stockholders’ equity increased $40.87 million to $416.08 million in 2020, with dividends having been paid in 2020 of $8.33 million.
Reference is made to Note 13 of the Company’s consolidated financial statements for a discussion of fair value measurements which relate to methods used by the Company in recording certain assets and liabilities on its consolidated financial statements.
The return on average equity was 8.72% in 2020 compared to 11.23% in 2019. The returns for the three previous years, 2018, 2017 and 2016, were 9.92%, 9.24% and 11.26%, respectively. Before the effect of the Tax Act, the Company's 2017 return on average equity would have been 10.79%. (1) The Company remains well-capitalized as of December 31, 2020 with total risk-based capital at 18.50% and Tier 1 risk-based capital at 17.25%. The minimum regulatory guidelines are 8% and 6% respectively. The Company paid a dividend per share of $0.890 in 2020, $0.820 in 2019 and $0.750 in the year ended December 31, 2018.
A detailed discussion of the financial position and results of operations follows this overview.
(1) Non-GAAP financial measurement. For further information, refer to the Non-GAAP Financial Measurement section of this report.
Page 35
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.
Allowance for Loan Losses
The Company separates its portfolio loans and leases into segments for determining the allowance for loan losses. The Company's portfolio segments includes agricultural, commercial and financial, real estate, loans to individuals and obligations of state and political subdivisions. The Company further separates its portfolio into classes for purposes of monitoring and assessing credit quality based on certain risk characteristics. Classes within the real estate portfolio segment includes 1 to 4 family residential construction, land development and commercial construction, farmland, 1 to 4 family first liens, 1 to 4 family junior liens, multi-family and commercial. For an analysis of the Company's allowance for loan losses by portfolio segment and credit risk rating information by class, see Note 3 to the Company's Consolidated Financial Statements.
Loans that exhibit probable or observed credit weaknesses, as well as loans that have been modified in a troubled debt restructuring ("TDR loans"), are subject to individual review for impairment. When individual loans are reviewed for impairment, the Company determines allowances based on management's estimate of the borrower's ability to repay the loan given the availability of the collateral, other sources of cash flow, as well as evaluation of legal options available. Allowances for impaired loans are measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the underlying collateral.
Historical loss rates are applied to loans that are not individually reviewed for impairment. A 20 quarter migration analysis performed by management uses loan level attributes to track the movement of loans through the various credit risk rating categories in order to estimate the percentage of historical loss to apply to each specific credit risk rating in each loan category. The credit risk rating system currently utilized for allowance analysis purposes encompasses six categories.
The Company's allowance for loan loss 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 changes in lending policies and procedures; changes in national and local economic and business conditions; changes in the nature and volume of the loan portfolio; changes in the experience, ability and depth of lending management and staff; changes in the quality of the Bank's loan review system; the existence and effect of concentrations of credit; and the effect of any other identified external factors.
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. 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 for loan losses as of December 31, 2020 and 2019 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.
The Company is currently finalizing the CECL model and upon adoption of ASU 2016-13 (CECL) in the first quarter of 2021 anticipates an increase to the allowance for credit losses for loans of approximately $2 to $4 million and an unfunded commitment liability of approximately $2 to $4 million. See Note 1 to the Company's Consolidated Financial Statements for further discussion.
Page 36
Financial Position
| Year End Amounts | 2020 | 2019 | 2018 | 2017 | 2016 | ||||||||||||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||||||||||||||
| Total assets | $ | 3,780,611 | $ | 3,300,887 | $ | 3,042,464 | $ | 2,963,360 | $ | 2,655,770 | |||||||||||||||||||
| Investment securities | 416,544 | 366,368 | 331,098 | 300,160 | 279,950 | ||||||||||||||||||||||||
| Loans held for sale | 43,947 | 8,400 | 1,984 | 5,162 | 9,806 | ||||||||||||||||||||||||
| Loans, net | 2,674,012 | 2,606,277 | 2,591,085 | 2,431,165 | 2,251,445 | ||||||||||||||||||||||||
| Deposits | 3,192,568 | 2,661,364 | 2,421,124 | 2,288,565 | 2,036,312 | ||||||||||||||||||||||||
| Federal Home Loan Bank borrowings | 105,000 | 185,000 | 215,000 | 295,000 | 235,000 | ||||||||||||||||||||||||
| Redeemable common stock | 47,329 | 51,826 | 48,870 | 43,308 | 40,781 | ||||||||||||||||||||||||
| Stockholders' equity | 416,076 | 375,211 | 334,882 | 311,716 | 289,270 | ||||||||||||||||||||||||
Total assets at December 31, 2020 increased $479.72 million, or 14.53%, from the prior year-end. Asset growth from 2018 to 2019 was $258.42 million and represented a 8.49% increase. The largest growth in assets in 2020 occurred in Cash and Cash Equivalents, which increased $332.35 million as of December 31, 2020 compared to December 31, 2019 and increased $198.66 million as of December 31, 2019 compared to December 31, 2018. Net Loans increased $67.74 million and $15.19 million for the years ended December 31, 2020 and 2019, respectively. Loans held for sale to the secondary market increased $35.55 million and increased $6.42 for the years ended December 31, 2020 and 2019, respectively. Loans held for investment represent the largest component of the Bank’s earning assets. Loans held for investment were $2.711 billion and $2.640 billion at December 31, 2020 and 2019, respectively.
The local economy that generated consistent demand for loans was a significant factor in the trend of increasing net loans in past years. The trend of increasing Net Loans did slow in 2020 and may not continue, and as a result, may not be indicative of future performance. The primary reason for the increase in 2020 was PPP loans provided to customers in response to the COVID-19 pandemic as discussed previously.
Commercial and financial loans represent the largest increase in loan growth. These loans increased $64.92 million in 2020 and decreased $8.18 million in 2019. Commercial and financial loans increased due to PPP loans provided to customers, which had an outstanding balance of $86.5 million as of December 31, 2020.
On a net basis, the Company originated $72.14 million and $13.02 million in loans to customers for the years ended December 31, 2020 and 2019, respectively. Net loan originations increased 453.89% in 2020 compared to 2019. The increase in net loan originations in 2020 as compared to 2019 is reflective of loan demand primarily for PPP loans provided in response to the COVID-19 pandemic. The Company does not engage in significant participation activity and does not purchase participations from outside its established trade area. The Company’s policy allows for the purchase or sale of participations related to existing customers or to participate in community development activity. The Company held participations purchased of $19.83, $15.17 and $14.03 million as of December 31, 2020, 2019 and 2018, respectively. The participations purchased were less than one percent of loans held for investment for each of the three years.
The Company did not experience a material change in the composition of its loans held for investment in 2020 or 2019. Residential real estate loans, including first and junior liens, were $1,019.92 million, $1,059.97 million and $1,064.68 million as of December 31, 2020, 2019 and 2018, respectively. The dollar total of residential real estate loans decreased 3.78% in 2020 and decreased 0.44% in 2019. Residential real estate loans were 37.63% of the loan portfolio at December 31, 2020, 40.16% at December 31, 2019 and 40.51% at December 31, 2018. Commercial real estate loans totaled $417.14 million at December 31, 2020, a 3.72% increase over the December 31, 2019 total of $402.18 million. Commercial real estate loans increased 4.92% in 2019. Commercial real estate loans totaled $383.31 million at December 31, 2018. Commercial real estate loans represented 15.39%, 15.24% and 14.59% of the Company’s loan portfolio as of December 31, 2020, 2019 and 2018, respectively. The Company monitors its commercial real estate level so that it does not have a concentration in that category that exceeds 300% of its capital. Commercial real estate loan concentration was 165.93% of capital as of December 31, 2020.
Page 37
The following table shows the composition of loans (before deducting the allowance for loan losses) as of December 31 for each of the last five years. The table does not include loans held for sale to the secondary market.
| 2020 | 2019 | 2018 | 2017 | 2016 | |||||||||||||||||||||||||
| Agricultural | $ | 94,842 | $ | 91,317 | $ | 92,673 | $ | 88,580 | $ | 92,871 | |||||||||||||||||||
| Commercial and financial | 286,242 | 221,323 | 229,501 | 218,632 | 192,995 | ||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 71,117 | 80,209 | 72,279 | 69,738 | 57,864 | ||||||||||||||||||||||||
| Construction, land development and commercial | 111,913 | 108,410 | 113,807 | 109,595 | 121,561 | ||||||||||||||||||||||||
| Mortgage, farmland | 247,142 | 242,730 | 236,454 | 215,286 | 202,340 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 892,089 | 910,742 | 912,059 | 831,591 | 767,469 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | 127,833 | 149,227 | 152,625 | 144,200 | 125,400 | ||||||||||||||||||||||||
| Mortgage, multi-family | 374,014 | 350,761 | 352,434 | 336,810 | 302,831 | ||||||||||||||||||||||||
| Mortgage, commercial | 417,139 | 402,181 | 383,314 | 361,196 | 334,198 | ||||||||||||||||||||||||
| Loans to individuals | 31,325 | 32,308 | 30,072 | 26,417 | 25,157 | ||||||||||||||||||||||||
| Obligations of state and political subdivisions | 56,488 | 49,896 | 52,725 | 57,626 | 54,462 | ||||||||||||||||||||||||
| $ | 2,710,144 | $ | 2,639,104 | $ | 2,627,943 | $ | 2,459,671 | $ | 2,277,148 | ||||||||||||||||||||
| Net unamortized fees and costs | 938 | 933 | 952 | 894 | 827 | ||||||||||||||||||||||||
| $ | 2,711,082 | $ | 2,640,037 | $ | 2,628,895 | $ | 2,460,565 | $ | 2,277,975 | ||||||||||||||||||||
| Less allowance for loan losses | 37,070 | 33,760 | 37,810 | 29,400 | 26,530 | ||||||||||||||||||||||||
| $ | 2,674,012 | $ | 2,606,277 | $ | 2,591,085 | $ | 2,431,165 | $ | 2,251,445 | ||||||||||||||||||||
There were no foreign loans outstanding for any of the years presented.
The following table shows the principal payments due on loans as of December 31, 2020:
| Amount Of Loans | Amounts Due in One Year Or Less (1) | Amounts Due in One To Five Years | Amounts Due in Over Five Years | ||||||||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||||||||
| Commercial and Agricultural | $ | 1,602,362 | $ | 385,805 | $ | 1,153,469 | $ | 63,088 | |||||||||||||||
| Real Estate (2) | 1,019,269 | 139,031 | 696,294 | 183,944 | |||||||||||||||||||
| Other | 88,513 | 5,700 | 27,968 | 54,845 | |||||||||||||||||||
| Totals | $ | 2,710,144 | $ | 530,536 | $ | 1,877,731 | $ | 301,877 | |||||||||||||||
| The types of interest rates applicable to these principal payments are shown below: | |||||||||||||||||||||||
| Fixed rate | $ | 1,699,403 | $ | 357,894 | $ | 1,175,466 | $ | 166,043 | |||||||||||||||
| Variable rate | 1,010,741 | 172,642 | 702,265 | 135,834 | |||||||||||||||||||
| $ | 2,710,144 | $ | 530,536 | $ | 1,877,731 | $ | 301,877 | ||||||||||||||||
(1)A significant portion of the commercial loans are due in one year or less. A significant percentage of the loans will be re-evaluated prior to their maturity and are likely to be extended.
(2)Commercial, multi-family, construction 1 to 4 family residential, construction land development and commercial, and agricultural real estate loans are reflected in the Commercial and Agricultural total.
Page 38
The overall economy in the Company’s trade area, Johnson, Linn and Washington Counties, remains in stable condition with levels of unemployment below national and state levels. The following table shows unemployment as of December 31, 2020, 2019 and 2018 and median income information as of December 31, 2019, 2018 and 2017, as December 31, 2020 information is not available as of the date of this report:
| Unemployment Rate % | Median Income | ||||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | 2019 | 2018 | 2017 | ||||||||||||||||||||||||||||||
| United States | 6.7 | % | 3.5 | % | 3.9 | % | $ | 62,843 | $ | 60,293 | $ | 60,336 | |||||||||||||||||||||||
| State of Iowa | 3.1 | % | 2.7 | % | 2.5 | % | 60,523 | 58,580 | 58,570 | ||||||||||||||||||||||||||
| Johnson County | 2.8 | % | 2.2 | % | 1.7 | % | 62,542 | 61,640 | 59,965 | ||||||||||||||||||||||||||
| Linn County | 3.8 | % | 3.1 | % | 2.7 | % | 64,903 | 64,862 | 62,702 | ||||||||||||||||||||||||||
| Washington County | 2.7 | % | 2.5 | % | 2.2 | % | 62,556 | 61,769 | 59,157 | ||||||||||||||||||||||||||
Competition for quality loans and deposits may continue to be a challenge. The increased competition for both loans and deposits could result in a lower interest rate margin that could result in lower net interest income if the volume of loans and deposits does not increase to offset any such reduction in the interest margin.
Total deposits increased by $531.20 million in 2020. Deposits increased by $240.24 million in 2019. As of June 30, 2020 (latest data available from the FDIC), Johnson County total deposits were $9.490 billion and the Company’s deposits were $2.060 billion, which represent a 21.71% market share. The Company had nine office locations in Johnson County as of June 30, 2020. The total banking locations in Johnson County was 49 as of June 30, 2020. At June 30, 2019, the Company’s deposits were $1.925 billion or a 23.6% market share. As of June 30, 2020, Linn County total deposits were $7.791 billion and there were 102 total banking locations in the county. The seven Linn County offices of the Company had deposits of $612 million or a 7.9% share of the market. The Company’s Linn County deposits at June 30, 2019 were $488.05 million and represented a 7.1% market share. As of June 30, 2020, the Company’s three Washington County offices had deposits of $254 million which was 33.0% of the County’s total deposits of $769 million. Washington County had a total of 15 banking locations as of June 30, 2020. In 2019, the Company’s Washington County deposits were $207.78 million or a 32.3% market share.
The following tables show the amounts of the Company's average deposits and average rates paid on such deposits for the years ended December 31, 2020, 2019 and 2018 and the composition of the certificates of deposit issued in denominations in excess of $100,000 as of December 31, 2020, 2019 and 2018:
| December 31, | |||||||||||||||||||||||||||||||||||
| 2020 | Rate | 2019 | Rate | 2018 | Rate | ||||||||||||||||||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||||||||||||||||||||
| Average noninterest-bearing deposits | $ | 459,664 | — | $ | 366,682 | — | $ | 364,916 | — | ||||||||||||||||||||||||||
| Average interest-bearing demand deposits | 876,595 | 0.48 | % | 716,848 | 0.87 | % | 644,712 | 0.63 | % | ||||||||||||||||||||||||||
| Average savings deposits | 875,091 | 0.32 | 851,503 | 0.92 | 832,772 | 0.75 | |||||||||||||||||||||||||||||
| Average time deposits | 695,468 | 2.07 | 661,548 | 2.19 | 537,575 | 1.72 | |||||||||||||||||||||||||||||
| $ | 2,906,818 | $ | 2,596,581 | $ | 2,379,975 | ||||||||||||||||||||||||||||||
| Time certificates issued in amounts of $100,000 or more with maturity in: | |||||||||||||||||||||||||||||||||||
| 2020 | Rate | 2019 | Rate | 2018 | Rate | ||||||||||||||||||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||||||||||||||||||||
| 3 months or less | $ | 29,429 | 2.31 | % | $ | 30,832 | 2.24 | % | $ | 6,988 | 0.86 | % | |||||||||||||||||||||||
| 3 through 6 months | 62,628 | 1.57 | 51,404 | 2.21 | 20,346 | 1.68 | |||||||||||||||||||||||||||||
| 6 through 12 months | 64,413 | 1.30 | 59,986 | 1.92 | 69,782 | 2.01 | |||||||||||||||||||||||||||||
| Over 12 months | 171,391 | 2.20 | 150,760 | 3.67 | 131,435 | 2.29 | |||||||||||||||||||||||||||||
| $ | 327,861 | $ | 292,982 | $ | 228,551 | ||||||||||||||||||||||||||||||
Investment securities increased $50.18 million in 2020. In 2019, investment securities increased by $35.27 million. The investment portfolio consists of $408.37 million of securities that are stated at fair value, with any unrealized gain or loss, net of
Page 39
income taxes, reported as a separate component of stockholders’ equity. The securities portfolio is used for liquidity and pledging purposes and to provide a rate of return that is acceptable to management.
The following tables show the carrying value of the investment securities held by the Bank, including stock of the Federal Home Loan Bank, as of December 31, 2020, 2019 and 2018 and the maturities and weighted average yields of the investment securities, computed on a tax-equivalent basis using a federal tax rate of 21%, as of December 31, 2020:
| December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||
| Carrying value: | |||||||||||||||||
| U.S. Treasury | $ | 148,646 | $ | 128,585 | $ | 83,155 | |||||||||||
| Other securities (FHLB, FHLMC and FNMA) | 35,160 | 15,229 | 34,871 | ||||||||||||||
| Stock of the Federal Home Loan Bank | 8,172 | 11,065 | 12,172 | ||||||||||||||
| Obligations of state and political subdivisions | 224,566 | 211,489 | 200,900 | ||||||||||||||
| $ | 416,544 | $ | 366,368 | $ | 331,098 | ||||||||||||
| December 31, 2020 | |||||||||||
| Carrying Value | Weighted Average Yield | ||||||||||
| (Amounts In Thousands) | |||||||||||
| U.S. Treasury | |||||||||||
| Within 1 year | $ | 22,698 | 1.78 | % | |||||||
| From 1 to 5 years | 125,948 | 1.86 | % | ||||||||
| $ | 148,646 | ||||||||||
| Other securities (FHLB, FHLMC and FNMA), maturities: | |||||||||||
| Within 1 year | $ | 2,509 | 1.33 | % | |||||||
| From 1 to 5 years | 32,651 | 0.41 | |||||||||
| From 5 to 10 years | — | — | |||||||||
| $ | 35,160 | ||||||||||
| Stock of the Federal Home Loan Bank | $ | 8,172 | 2.82 | % | |||||||
| Obligations of state and political subdivisions, maturities: | |||||||||||
| Within 1 year | $ | 34,309 | 1.66 | % | |||||||
| From 1 to 5 years | 80,711 | 2.36 | |||||||||
| From 5 to 10 years | 82,626 | 2.82 | |||||||||
| Over 10 years | 26,920 | 1.90 | |||||||||
| $ | 224,566 | ||||||||||
| Total | $ | 416,544 | |||||||||
As of December 31, 2020, the Company held no investment securities exceeding 10% of stockholders’ equity, other than securities of the U.S. Government agencies and corporations. The Company does not hold any investments in FNMA preferred stock, any pooled trust preferred stocks or other preferred stock type investments. See Note 2 to the Company’s Consolidated Financial Statements.
Page 40
During 2020, the major funding source for the growth in loans and other assets was the $531.20 million increase in deposits. In 2019, the major source of funding for the growth in loans was deposit growth of $240.24 million. Brokered deposits totaled $74.08 million and $109.29 million as of December 31, 2020 and 2019, respectively. Total advances from the FHLB were $105.00 million at December 31, 2020 and $185.00 million in 2019. It is expected that the FHLB funding source and brokered deposits funding 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 and interest rates on brokered deposits are favorable compared to other funding alternatives.
Stockholders’ equity was $416.08 million at December 31, 2020 compared to $375.21 million at December 31, 2019. The Company’s capital resources are discussed in detail in the Liquidity and Capital Resources section. Over the last five years, the Company has realized cumulative earnings of $180.35 million and paid shareholders dividends of $35.53 million, or 19.70% of earnings, while maintaining capital ratios in excess of regulatory requirements.
The following table presents the return on average assets, return on average stockholders' equity, the dividend payout ratio and average stockholders’ equity to average assets ratio for the years ended December 31, 2020, 2019 and 2018:
| 2020 | 2019 | 2018 | |||||||||||||||
| Return on average assets | 1.09 | % | 1.40 | % | 1.23 | % | |||||||||||
| Return on average stockholders' equity | 8.72 | 11.23 | 9.92 | ||||||||||||||
| Dividend payout ratio | 21.54 | 16.90 | 19.05 | ||||||||||||||
| Average stockholders' equity to average assets ratio | 12.47 | 12.45 | 12.35 | ||||||||||||||
Net Income Overview
Net income and diluted earnings per share for the last five years are as presented below:
| Year | Net Income | % (Decrease) Increase | Earnings Per Share - Diluted | ||||||||||||||
| (In Thousands) | |||||||||||||||||
| 2020 | $ | 38,647 | (14.72) | % | $ | 4.12 | |||||||||||
| 2019 | 45,318 | 23.26 | 4.85 | ||||||||||||||
| 2018 | 36,767 | 31.03 | 3.92 | ||||||||||||||
| 2017 | 28,061 | (11.07) | 3.01 | ||||||||||||||
| 2017 (1) | 32,770 | 3.85 | 3.51 | ||||||||||||||
| 2016 | 31,555 | 11.04 | 3.40 | ||||||||||||||
(1)Non-GAAP financial measurement. For further information, refer to the Non-GAAP Financial Measurement section of this report.
Net income for 2020 decreased by $(6.67) million or (14.72)% and diluted earnings per share decreased by (15.05)%. In 2020, net interest income increased $10.57 million due to growth of $309.59 million in the Bank's average earning assets and decreased $6.43 million due to interest rate changes. Noninterest income increased by $3.54 million, the provision for loan losses increased by $7.24 million and total noninterest expenses increased by $8.37 million.
Page 41
Annual fluctuations in the Company's net income are driven primarily by four important factors. The first important factor is net interest margin. Net interest income of $101.58 million in 2020 was derived from the Company's $3.442 billion of average earning assets and its net interest margin of 3.00%, compared to $3.133 billion of average earning assets and a 3.18% net interest margin in 2019. The importance of net interest margin is illustrated by the fact that a decrease or an increase in the net interest margin of 10 basis points would result in a $3.44 million decrease or increase in income before taxes. Net interest margin in 2018 was 3.25%. Net interest income for the Company increased primarily as a result of growth in the volume of earning assets (offsetting reductions in interest income caused by declines in interest rates) and the continued low interest rates on interest bearing deposits resulting in decreased interest expense. The Company expects net interest compression to impact earnings for the foreseeable future due to competition for loans and deposits combined with the interest rate decreases by the Federal Reserve Board. The Company believes growth in net interest income will be contingent on the growth of the Company’s earnings assets and maintaining yield on loans. Net interest income was also impacted by the decrease in interest expense of $7.92 million compared to 2019, primarily driven by interest rate decreases which accounted for $8.54 million of the change. A significant portion of the increase in the loan portfolio is attributable to PPP loans. The Company anticipates most PPP loans will be forgiven in accordance with the SBA's requirements.
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 $2.755 billion at the end of 2020. The Company’s allowance for loan losses was $37.07 million at December 31, 2020. The allowance in 2020 increased in comparison to 2019 due to a increased provision for loan losses of $7.24 million resulting from a combination of the composition of loan growth, historical loss rates, changes in the composition of loans among the credit risk ratings in 2020 and management's evaluation of qualitative factors given the current and expected national and local economic conditions primarily given the impact of the COVID-19 pandemic. The loan loss provision, which is the amount necessary to adjust the allowance to the level considered appropriate by management, totaled an expense of $4.36 million for 2020, a reduction of expense of $2.88 million for 2019 and an expense of $8.50 million for 2018. Provision expense is expected to be dependent on the Company’s loan growth, local economic conditions, including, but not limited to, conditions associated with the COVID-19 pandemic and the attendant risks and uncertainties related thereto, asset quality and the adoption of ASU 2016-13, or CECL, through the end of 2021. See Note 3 to the Company's Consolidated Financial Statements. A detailed discussion is included in the Provision for Loan Losses section below.
The third significant factor affecting the Company’s net income is net gain on the sale of loans. The net gain on the sale of loans was $6.68 million and $3.54 million for the years ended December 31, 2020 and 2019, respectively, an increase of 88.70% for the year ended December 31, 2020 compared to the same period in 2019. Loans originated for sale in 2020 totaled $475.19 million compared to $299.22 million in the same period in 2019, an increase of 58.81%. 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 and has been significantly impacted by the Federal Reserve Board's reduction of the federal funds rate to 0.25%, resulting in a significant amount of mortgage loan refinance activity.
The fourth significant factor affecting the Company's net income is noninterest expenses. Noninterest expenses were $75.63 million and 67.26 million for the years ended December 31, 2020 and 2019, respectively. Salaries and employee benefits increased $3.91 million in 2020. The increase is primarily the result of annual salary adjustments, hiring of additional employees to staff growth, increased variable compensation due to the increase in loans originated for sale described above and increased overtime due to the increase in loans originated for sale and processing of PPP loans. Other noninterest expenses increased $3.07 million in 2020 primarily due to $2.53 million in fees incurred from the prepayment of FHLB borrowings and $2.68 million paid for the early termination of the interest rate swap.
Net income for 2019 was $45.32 million, or diluted earnings per share of $4.85. For 2019, diluted earnings per share increased by $0.93 per share compared to 2018. Net interest income increased $5.55 million for the year ended December 31, 2019 compared to 2018. This increase in net interest income was due to an increase in average earning assets of $229.77 million in 2019. Noninterest income increased 4.09% in 2019 to $24.79 million. Noninterest expense increased from $62.12 million in 2018 to $67.26 million in 2019, or 8.28%.
Page 42
Net Interest Income
Net interest income is the excess of the interest and fees received on interest-earning assets over the interest paid on the interest-bearing liabilities. The factors that have the greatest impact on net interest income are the volume of average earning assets and the net interest margin. The volume of average earning assets has continued to grow each year, primarily due to net loan growth. The net interest margin was 3.00% in 2020, 3.18% in 2019, 3.25% in 2018, 3.43% in 2017, and 3.43% in 2016. The measure is shown on a tax-equivalent basis using a rate of 21% for 2020, 2019 and 2018 to make the interest earned on taxable and nontaxable assets more comparable. Interest income and expense for 2020, 2019 and 2018 are indicated on the following table:
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||
| Income: | |||||||||||||||||
| Loans (1) | $ | 120,814 | $ | 121,862 | $ | 111,172 | |||||||||||
| Taxable securities | 3,512 | 3,239 | 2,759 | ||||||||||||||
| Nontaxable securities (1) | 5,201 | 5,168 | 4,717 | ||||||||||||||
| Interest-bearing cash and cash equivalents | 945 | 3,980 | 1,939 | ||||||||||||||
| Total interest income | $ | 130,472 | $ | 134,249 | $ | 120,587 | |||||||||||
| Expense: | |||||||||||||||||
| Interest-bearing demand deposits | 4,258 | 6,232 | 4,056 | ||||||||||||||
| Savings deposits | 2,841 | 7,825 | 6,208 | ||||||||||||||
| Time deposits | 14,454 | 14,483 | 9,267 | ||||||||||||||
| FHLB borrowings | 5,399 | 6,333 | 6,792 | ||||||||||||||
| Total interest expense | $ | 26,952 | $ | 34,873 | $ | 26,323 | |||||||||||
| Net interest income | $ | 103,520 | $ | 99,376 | $ | 94,264 | |||||||||||
(1) Presented on a tax equivalent basis using a rate of 21% for 2020, 2019 and 2018.
Net interest income on a tax-equivalent basis changed in 2020 as follows:
| Change In | Change In | Increase (Decrease) | |||||||||||||||||||||||||||
| Average Balance | Average Rate | Volume Changes | Rate Changes | Net Change | |||||||||||||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||||||||||||||
| Interest income: | |||||||||||||||||||||||||||||
| Loans, net | $ | 93,443 | (0.21) | % | $ | 6,531 | $ | (7,579) | $ | (1,048) | |||||||||||||||||||
| Taxable securities | 37,196 | (0.32) | 847 | (574) | 273 | ||||||||||||||||||||||||
| Nontaxable securities | 6,698 | (0.07) | 183 | (150) | 33 | ||||||||||||||||||||||||
| Interest-bearing cash and cash equivalents | 172,147 | (1.83) | 3,621 | (6,654) | (3,033) | ||||||||||||||||||||||||
| Federal funds sold | 112 | (2.78) | 3 | (5) | (2) | ||||||||||||||||||||||||
| $ | 309,596 | $ | 11,185 | $ | (14,962) | $ | (3,777) | ||||||||||||||||||||||
| Interest expense: | |||||||||||||||||||||||||||||
| Interest-bearing demand deposits | $ | 159,747 | (0.39) | % | $ | (1,410) | $ | 3,384 | $ | 1,974 | |||||||||||||||||||
| Savings deposits | 23,588 | (0.59) | 634 | 4,350 | 4,984 | ||||||||||||||||||||||||
| Time deposits | 33,920 | (0.12) | (784) | 813 | 29 | ||||||||||||||||||||||||
| Other borrowings | 1 | (1.71) | — | — | — | ||||||||||||||||||||||||
| FHLB borrowings | (32,375) | — | 946 | (12) | 934 | ||||||||||||||||||||||||
| Interest-bearing other liabilities | — | — | — | — | — | ||||||||||||||||||||||||
| $ | 184,881 | $ | (614) | $ | 8,535 | $ | 7,921 | ||||||||||||||||||||||
| Change in net interest income | $ | 10,571 | $ | (6,427) | $ | 4,144 | |||||||||||||||||||||||
Page 43
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 at tax equivalent amounts.
Net interest income on a tax equivalent basis changed in 2019 as follows:
| Change In Average Balance | Change In Average Rate | Increase (Decrease) | |||||||||||||||||||||||||||
| Volume Changes | Rate Changes | Net Change | |||||||||||||||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||||||||||||||
| Interest income: | |||||||||||||||||||||||||||||
| Loans, net | $ | 123,810 | 0.20 | % | $ | 5,716 | $ | 4,974 | $ | 10,690 | |||||||||||||||||||
| Taxable securities | 11,060 | 0.15 | 325 | 155 | 480 | ||||||||||||||||||||||||
| Nontaxable securities | 8,827 | 0.11 | 230 | 221 | 451 | ||||||||||||||||||||||||
| Interest-bearing cash and cash equivalents | 84,596 | 0.26 | 1,553 | 488 | 2,041 | ||||||||||||||||||||||||
| Federal funds sold | 33 | 1.13 | — | — | — | ||||||||||||||||||||||||
| $ | 228,326 | $ | 7,824 | $ | 5,838 | $ | 13,662 | ||||||||||||||||||||||
| Interest expense: | |||||||||||||||||||||||||||||
| Interest-bearing demand deposits | $ | 72,136 | 0.24 | % | $ | (454) | $ | (1,723) | $ | (2,177) | |||||||||||||||||||
| Savings deposits | 18,731 | 0.17 | (119) | (1,497) | (1,616) | ||||||||||||||||||||||||
| Time deposits | 123,973 | 0.47 | (2,137) | (3,079) | (5,216) | ||||||||||||||||||||||||
| Other borrowings | (1) | (0.07) | — | — | — | ||||||||||||||||||||||||
| FHLB borrowings | (14,598) | (0.01) | 435 | 24 | 459 | ||||||||||||||||||||||||
| Interest-bearing other liabilities | — | — | — | — | — | ||||||||||||||||||||||||
| $ | 200,241 | $ | (2,275) | $ | (6,275) | $ | (8,550) | ||||||||||||||||||||||
| Change in net interest income | $ | 5,549 | $ | (437) | $ | 5,112 | |||||||||||||||||||||||
Page 44
A summary of the average yields, average rates paid, net interest spread and margin is as follows:
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Average yields: | |||||||||||||||||
| Loans (1) | 4.44 | % | 4.64 | % | 4.45 | % | |||||||||||
| Loans (tax equivalent basis) (1) | 4.46 | 4.67 | 4.47 | ||||||||||||||
| Taxable securities | 1.96 | 2.27 | 2.13 | ||||||||||||||
| Nontaxable securities | 1.99 | 2.04 | 1.96 | ||||||||||||||
| Nontaxable securities (tax equivalent basis) | 2.65 | 2.72 | 2.61 | ||||||||||||||
| Interest-bearing cash and cash equivalents | 0.26 | 2.09 | 1.84 | ||||||||||||||
| Federal funds sold | 0.11 | 2.89 | 1.75 | ||||||||||||||
| Average rates paid: | |||||||||||||||||
| Interest-bearing demand deposits | 0.48 | 0.87 | 0.63 | ||||||||||||||
| Savings deposits | 0.32 | 0.92 | 0.75 | ||||||||||||||
| Time deposits | 2.07 | 2.19 | 1.72 | ||||||||||||||
| Short-term borrowings | 0.93 | 2.64 | 2.71 | ||||||||||||||
| FHLB borrowings | 2.93 | 2.93 | 2.94 | ||||||||||||||
| Yield on average interest-earning assets | 3.78 | 4.29 | 4.15 | ||||||||||||||
| Rate on average interest-bearing liabilities | 1.02 | 1.42 | 1.17 | ||||||||||||||
| Net interest spread (2) | 2.76 | 2.86 | 2.99 | ||||||||||||||
| Net interest margin (3) | 3.00 | 3.18 | 3.25 | ||||||||||||||
(1)Non-accruing loans have been included in the average loan balances for purposes of this computation.
(2)Net interest spread is the difference between the yield on average interest-earning assets and the yield on average interest-paying liabilities stated on a tax equivalent basis using a federal rate of 21% for 2020, 2019 and 2018. The net interest spread decreased 10 basis points in 2020 compared to 2019 and the net interest spread decreased 13 basis points compared to 2018.
(3)Net interest margin is net interest income, on a tax equivalent basis, divided by average interest-earning assets. The net interest margin decreased 18 basis points in 2020. The net interest margin decreased 7 basis points in 2019 compared to 2018.
In March 2020, the Federal Open Market Committee decreased the target rate to 0.25%. Interest rates on loans are generally affected by the target rate since interest rates for the U.S. Treasury market normally correlate to the Federal Reserve Board federal funds rate. In pricing of loans and deposits, the Bank considers the U.S. Treasury indexes as benchmarks in determining interest rates. As of December 31, 2020, the average rate indexes for the one, three and five year indexes were 0.10%, 0.17% and 0.36%, respectively. The one year index decreased 93.71% from December 31, 2019, the three year index decreased 89.51% and the five year index decreased 78.70%.
Provision for Loan Losses
Management has determined that the allowance for loan losses was appropriate at December 31, 2020, 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 and well-documented 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 peers. This review encompasses levels of total impaired loans, portfolio mix, portfolio concentrations, current geographic risks and overall levels of net charge-offs.
Page 45
The allowance for loan losses totaled $37.07 million at December 31, 2020 compared to $33.76 million at December 31, 2019. The increase in 2020 is the result of an increase of $3.39 million due to changes in average balances, composition of loans outstanding and significant uncertainties with respect to qualitative factors considered by management due to the COVID-19 pandemic's economic impact. There was a decrease of $0.08 million in the amount allocated to the allowance due to improvements in credit quality. The percentage of the allowance to outstanding loans was 1.37% and 1.28% at December 31, 2020 and 2019, respectively. The provision for loan losses totaled an expense of $4.36 million in 2020, a reduction of expense of $2.88 million in 2019 and an expense of $8.50 million for 2018. Loan charge-offs net of recoveries were $1.05 million in 2019. Loan charge-offs net of recoveries were $1.17 million in 2019 and loan recoveries net of charge-offs were $0.09 million in 2018.
The provision for loan losses is the amount necessary to adjust the allowance for loan losses to the level considered appropriate by management. The adequacy of the allowance for loans and any related 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 significant factors, including the size and growth of the loan portfolio, the overall composition of the loan portfolio and loan concentrations, the impact of the borrowers’ ability to repay, past loss experience, loan collateral values, the level of impaired loans and loans past due ninety days or more and the trends in problem and watch loans. In addition, management considers the credit quality of the loans based on management’s review of special mention and substandard loans, including loans with historical higher credit risks. Quantitative factors include the Company’s historical loss experience, which is 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 TDR loans, local economic trends and conditions, industry and other conditions, and effects of changing interest rates.
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 nonaccrual 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 payment 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 we determine that a loan amount, or portion thereof, is uncollectible, the loan’s credit risk rating is immediately downgraded and the uncollectible amount is charged-off. 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 realized loss.
In certain circumstances, the Bank may modify the terms of a loan to maximize the collection of amounts due. In most cases, the modification is either a reduction in interest rate, conversion to interest only payments, deferral of payments or extension of the maturity date. Generally, the borrower is experiencing financial difficulties or is expected to experience difficulties in the near-term, so concessionary modification is granted to the borrower that otherwise would 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. The Bank’s TDR loans occur on a case-by-case basis in connection with ongoing loan collection processes.
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 that can be identified as uncollectible. In general, this is the amount that the carrying value of the loan exceeds the related appraised value less estimated selling costs. 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 additional charge-off or loss allocations based on the applicable facts and circumstances. In instances where there is an estimated decline in value, a loss allocation 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 loss allocation may be provided or charge-off taken based on the appraised value of the collateral. On average, appraisals are obtained within one month of order.
Page 46
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.
The Bank regularly reviews loans in the portfolio and assesses whether the loans are impaired in accordance with ASC 310-10-35, Accounting by Creditors for Impairment of a Loan. If the loans are impaired, the Bank determines if a specific allowance is appropriate. In addition, the Bank'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 Bank allocates a percentage, as determined by management, for a required allowance needed. The determination concerning 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 TDR 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 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 related to an impaired loan when loan balances exceed net present value of cash flows or collateral. Impaired loans decreased by $0.20 million from December 31, 2019 to December 31, 2020. 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 Bank expects to be unable to collect in full according to the contractual terms of the original loan agreement. The decrease in impaired loans is primarily due to a decrease in nonaccrual loans of $1.92 million and offset by an increase of accruing loans past due 90 days or more of $0.45 million, an increase of $0.43 million in specific reserve loans and an increase in TDR loans of $0.94 million from December 31, 2019 to December 31, 2020.
Special mention loan balances were $78.05 million at December 31, 2020 and $66.81 million at December 31, 2019. These asset quality changes increased the provision by $0.13 million based upon the relative mix of special mention loans by category. The $11.24 million increase in special mention loans is related to management’s evaluation of its loan portfolio. The total increase of $11.24 million is comprised of approximately $2.03 million in agricultural operating loans, $3.10 million in commercial loans, $3.04 million in real estate farmland, $1.72 million in 1 to 4 family residential mortgages and $14.94 million for commercial real estate mortgages. The increase is offset by a decrease in the special mention classification of $0.63 million in construction 1 to 4 family residential, $0.29 million in construction land development and commercial, $0.16 million in 1 to 4 family junior mortgages, $12.18 million for multi-family real estate mortgages, $0.09 million in individual loans and $0.24 million for obligations of state and political subdivisions.
Substandard loan balances were $51.03 million at December 31, 2020 and $43.34 million at December 31, 2019. These asset quality changes increased the provision by $0.21 million at December 31, 2020 due to the mix of the reserve required for certain substandard loans. The increase of $7.69 million in substandard loans at December 31, 2020 includes an increase of $2.01 million in commercial loans, $0.32 million in construction 1 to 4 family residential, $1.11 million in construction land development, $0.02 million in 1 to 4 family junior mortgages, $12.31 million in multi-family real estate mortgages, $1.02 million in commercial real estate mortgages and $0.03 million in loans to individuals. The increase is offset by a decrease in the substandard classification of $1.90 million in agricultural operating loans, $5.09 million in real estate farmland and $2.14 million of 1 to 4 family residential mortgages. A description of the Bank's credit quality indicators are discussed in Note 3 to the Company's Consolidated Financial Statements.
The Company evaluates the following loans to determine impairment: 1) all nonaccrual and TDR loans, 2) all non-consumer and non 1 to 4 family residential loans with prior charge-offs, 3) all non-consumer and non 1 to 4 family loan relationships classified as substandard and 4) loans with indications of or suspected deteriorating credit quality.
Page 47
The following table summarizes the Company's impaired loans and non-performing assets as of December 31 for each of the years presented:
| 2020 | 2019 | 2018 | 2017 | 2016 | |||||||||||||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||||||||||||||
| Nonaccrual loans (1) | $ | 8,849 | $ | 10,768 | $ | 10,829 | $ | 9,096 | $ | 9,938 | |||||||||||||||||||
| Accruing loans past due 90 days or more (2) | 1,056 | 606 | 370 | 971 | 635 | ||||||||||||||||||||||||
| Specific reserve loans | 573 | 243 | 8,247 | 12,950 | 17,683 | ||||||||||||||||||||||||
| Troubled debt restructurings ("TDR loans")(1) (3) | 10,251 | 9,308 | 8,539 | 8,470 | 5,408 | ||||||||||||||||||||||||
| Total impaired loans | $ | 20,729 | $ | 20,925 | $ | 27,985 | $ | 31,487 | $ | 33,664 | |||||||||||||||||||
| Other real estate | — | — | — | — | 237 | ||||||||||||||||||||||||
| Non-performing assets (includes impaired loans and other real estate) | $ | 20,729 | $ | 20,925 | $ | 27,985 | $ | 31,487 | $ | 33,901 | |||||||||||||||||||
| Loans held for investment | $2,710,144 | $2,639.104 | $2,627,943 | $2,459,671 | $2,277,148 | ||||||||||||||||||||||||
| Ratio of allowance for loan losses to loans held for investment | 1.37 | % | 1.28 | % | 1.44 | % | 1.20 | % | 1.17 | % | |||||||||||||||||||
| Ratio of allowance for loan losses to impaired loans | 178.83 | 161.34 | 135.11 | 93.37 | 78.81 | ||||||||||||||||||||||||
| Ratio of impaired loans to total loans held for investment | 0.76 | 0.79 | 1.06 | 1.28 | 1.48 | ||||||||||||||||||||||||
| Ratio of non-performing assets to total assets | 0.55 | 0.63 | 0.92 | 1.06 | 1.28 | ||||||||||||||||||||||||
(1)The gross interest income that would have been recorded if the loans had been current in accordance with their original terms and had been outstanding throughout the period or since origination if held for part of the period was $0.66 million in 2020 and $0.58 million in 2019. The amount of interest income on the loans that was included in income was $0.57 million in 2020 and $0.53 million in 2019.
(2)The accruing loans past due 90 days or more are still believed to be adequately collateralized. Loans are placed on nonaccrual status when management believes the collection of future principal and interest is not reasonably assured.
(3)Total TDR loans were $13.22, $13.71, $13.38, $12.09 and $9.64 million as of December 31, 2020, 2019, 2018, 2017 and 2016, respectively. Included in the total nonaccrual loans were $2.97, $4.34, $4.84, $3.62 and $4.23 million of TDR loans as of December 31, 2020, 2019, 2018, 2017 and 2016, respectively.
The ratio of allowance for loan losses to impaired loans increased to 178.83% as of December 31, 2020 compared to 161.34% as of December 31, 2019. The increase in 2020 is the result of an increase in the allowance for loan losses primarily due to management's evaluation of qualitative factors in response to the COVID-19 pandemic and related uncertainties. The ratio of impaired loans to total gross loans was 0.76% and 0.79% at December 31, 2020 and 2019, respectively. The decrease in the 2020 ratio is primarily due to the decrease in nonaccrual loans.
Other factors that are considered in determining the credit quality of the Company’s loan portfolio are the vacancy rates for both residential and commercial space, current equity the borrower has in the property and overall financial strength of the customer including cash flow to continue to fund loan payments. The Company also considers the state of the total economy including unemployment levels. In most instances, the borrowers have used in their rental projections of income at least a 10% vacancy rate. As of December 31, 2020, the unemployment levels in Johnson County and Linn County were 2.8% and 3.8%, respectively, compared to 2.2% and 3.1% in December of 2019. These levels compare favorably to the State of Iowa at 3.1% and the national unemployment level at 6.7% in December 2020 compared to 2.7% and 3.5%, respectively in December 2019.
The residential rental vacancy rates in 2019 and 2020 in Johnson and Linn County were estimated between 6.0% and 8.0%. The State of Iowa vacancy rate is 8.5% and the national rate is 6.5% with the Midwest rate at 7.8%. These vacancy rates one year ago were 6.7%, 6.4% and 6.8%, respectively. The Company continues to consider those vacancy rates among other factors in its current evaluation of the real estate portion of its loan portfolio. Favorable vacancy rates may not continue in 2021, and vacancy rates may rise and affect the overall quality of the loan portfolio.
See Note 3 to the Company's Consolidated Financial Statements for additional disclosures on loans.
Page 48
SUMMARY OF LOAN LOSS EXPERIENCE
The allowance for loan losses balance is also affected by the charge-offs and recoveries for the periods presented. For the years ended December 31, 2020, 2019 and 2018, recoveries were $1.87 million, $1.80 million and $2.24 million, respectively; charge-offs were $2.92 million, $2.97 million and $2.32 million in 2020, 2019 and 2018, respectively.
Overall credit quality may deteriorate in 2021. Such deterioration could cause increases in impaired loans, allowance for loan losses provision expense and net charge-offs. Management will monitor changing market conditions as a part of its allowance for loan loss methodology. The following table summarizes the Bank's loan loss experience for the years ended December 31 for each of the years presented:
| 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) | |||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | 2,400 | $ | 4,988 | $ | 2,599 | $ | 3,950 | $ | 10,638 | $ | 7,859 | $ | 1,326 | $ | 33,760 | |||||||||||||||||||||||||||||||
| Charge-offs | (43) | (1,425) | (43) | (1) | (738) | (291) | (381) | (2,922) | |||||||||||||||||||||||||||||||||||||||
| Recoveries | 63 | 670 | 118 | 10 | 784 | 49 | 180 | 1,874 | |||||||||||||||||||||||||||||||||||||||
| Provision | 88 | 652 | (355) | 214 | 1,684 | 1,798 | 277 | 4,358 | |||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | 2,508 | $ | 4,885 | $ | 2,319 | $ | 4,173 | $ | 12,368 | $ | 9,415 | $ | 1,402 | $ | 37,070 | |||||||||||||||||||||||||||||||
| 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) | |||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | 2,789 | $ | 5,826 | $ | 3,292 | $ | 3,972 | $ | 12,516 | $ | 8,165 | $ | 1,250 | $ | 37,810 | |||||||||||||||||||||||||||||||
| Charge-offs | (266) | (981) | (45) | (6) | (896) | (341) | (434) | (2,969) | |||||||||||||||||||||||||||||||||||||||
| Recoveries | 95 | 646 | 8 | 5 | 700 | 180 | 165 | 1,799 | |||||||||||||||||||||||||||||||||||||||
| Provision | (218) | (503) | (656) | (21) | (1,682) | (145) | 345 | (2,880) | |||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | 2,400 | $ | 4,988 | $ | 2,599 | $ | 3,950 | $ | 10,638 | $ | 7,859 | $ | 1,326 | $ | 33,760 | |||||||||||||||||||||||||||||||
| 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) | |||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | 2,294 | $ | 4,837 | $ | 2,989 | $ | 3,669 | $ | 8,668 | $ | 5,700 | $ | 1,243 | $ | 29,400 | |||||||||||||||||||||||||||||||
| Charge-offs | (95) | (585) | — | — | (830) | (251) | (561) | (2,322) | |||||||||||||||||||||||||||||||||||||||
| Recoveries | 119 | 1,057 | 148 | 30 | 612 | 107 | 162 | 2,235 | |||||||||||||||||||||||||||||||||||||||
| Provision | 471 | 517 | 155 | 273 | 4,066 | 2,609 | 406 | 8,497 | |||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | 2,789 | $ | 5,826 | $ | 3,292 | $ | 3,972 | $ | 12,516 | $ | 8,165 | $ | 1,250 | $ | 37,810 | |||||||||||||||||||||||||||||||
Page 49
| 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) | |||||||||||||||||||||||||||||||||||||||||||||||
| 2017 | |||||||||||||||||||||||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | 2,947 | $ | 4,531 | $ | 2,890 | $ | 3,417 | $ | 7,677 | $ | 4,045 | $ | 1,023 | $ | 26,530 | |||||||||||||||||||||||||||||||
| Charge-offs | (167) | (583) | (114) | (3) | (553) | (130) | (554) | (2,104) | |||||||||||||||||||||||||||||||||||||||
| Recoveries | 146 | 1,183 | 662 | — | 661 | 376 | 258 | 3,286 | |||||||||||||||||||||||||||||||||||||||
| Provision | (632) | (294) | (449) | 255 | 883 | 1,409 | 516 | 1,688 | |||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | 2,294 | $ | 4,837 | $ | 2,989 | $ | 3,669 | $ | 8,668 | $ | 5,700 | $ | 1,243 | $ | 29,400 | |||||||||||||||||||||||||||||||
| 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) | |||||||||||||||||||||||||||||||||||||||||||||||
| 2016 | |||||||||||||||||||||||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | 3,082 | $ | 4,517 | $ | 2,280 | $ | 3,342 | $ | 8,172 | $ | 4,223 | $ | 894 | $ | 26,510 | |||||||||||||||||||||||||||||||
| Charge-offs | (226) | (315) | (34) | (116) | (1,181) | (66) | (693) | (2,631) | |||||||||||||||||||||||||||||||||||||||
| Recoveries | 181 | 1,169 | 849 | — | 1,043 | 385 | 187 | 3,814 | |||||||||||||||||||||||||||||||||||||||
| Provision | (90) | (840) | (205) | 191 | (357) | (497) | 635 | (1,163) | |||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | 2,947 | $ | 4,531 | $ | 2,890 | $ | 3,417 | $ | 7,677 | $ | 4,045 | $ | 1,023 | $ | 26,530 | |||||||||||||||||||||||||||||||
The ratio of net charge-offs to average net loans outstanding during the years ended December 31, 2020, 2019, 2018, 2017 and 2016 was 0.04%, 0.04%, 0.00%, (0.05)% and (0.05)%, respectively.
Page 50
ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
The following table presents the allowance for loan losses by type of loans, the percentage of the allocation for each category to the total allowance and the percentage of all loans in each category to total loans as of December 31, 2020, 2019, 2018, 2017 and 2016:
| 2020 | 2019 | ||||||||||||||||||||||||||||||||||
| Amount | % of Total Allowance | % of Loans to Total Loans | Amount | % of Total Allowance | % of Loans to Total Loans | ||||||||||||||||||||||||||||||
| (In Thousands) | (In Thousands) | ||||||||||||||||||||||||||||||||||
| Agricultural | $ | 2,508 | 6.77 | % | 3.50 | % | $ | 2,400 | 7.11 | % | 3.46 | % | |||||||||||||||||||||||
| Commercial and financial | 4,885 | 13.18 | % | 10.56 | 4,988 | 14.77 | % | 8.39 | |||||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 907 | 2.45 | % | 2.62 | 1,113 | 3.30 | % | 3.04 | |||||||||||||||||||||||||||
| Construction, land development and commercial | 1,412 | 3.81 | % | 4.13 | 1,486 | 4.40 | % | 4.11 | |||||||||||||||||||||||||||
| Mortgage, farmland | 4,173 | 11.26 | % | 9.12 | 3,950 | 11.70 | % | 9.20 | |||||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 10,871 | 29.32 | % | 32.92 | 9,045 | 26.79 | % | 34.51 | |||||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | 1,497 | 4.04 | % | 4.72 | 1,593 | 4.72 | % | 5.65 | |||||||||||||||||||||||||||
| Mortgage, multi-family | 4,462 | 12.04 | % | 13.80 | 3,823 | 11.32 | % | 13.29 | |||||||||||||||||||||||||||
| Mortgage, commercial | 4,953 | 13.36 | % | 15.39 | 4,036 | 11.95 | % | 15.24 | |||||||||||||||||||||||||||
| Loans to individuals | 752 | 2.03 | % | 1.16 | 853 | 2.53 | % | 1.22 | |||||||||||||||||||||||||||
| Obligations of state and political subdivisions | 650 | 1.74 | % | 2.08 | 473 | 1.41 | 1.89 | ||||||||||||||||||||||||||||
| $ | 37,070 | 100.00 | % | 100.00 | % | $ | 33,760 | 100.00 | % | 100.00 | % | ||||||||||||||||||||||||
| 2018 | 2017 | ||||||||||||||||||||||||||||||||||
| Agricultural | $ | 2,789 | 7.38 | % | 3.53 | % | $ | 2,294 | 7.80 | % | 3.60 | % | |||||||||||||||||||||||
| Commercial and financial | 5,826 | 15.41 | % | 8.73 | 4,837 | 16.45 | % | 8.89 | |||||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 1,297 | 3.43 | % | 2.75 | 1,193 | 4.06 | % | 2.84 | |||||||||||||||||||||||||||
| Construction, land development and commercial | 1,995 | 5.28 | % | 4.33 | 1,796 | 6.11 | % | 4.46 | |||||||||||||||||||||||||||
| Mortgage, farmland | 3,972 | 10.51 | % | 9.00 | 3,669 | 12.48 | % | 8.75 | |||||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 10,750 | 28.43 | % | 34.71 | 7,369 | 25.07 | % | 33.81 | |||||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | 1,766 | 4.67 | % | 5.81 | 1,299 | 4.42 | % | 5.86 | |||||||||||||||||||||||||||
| Mortgage, multi-family | 4,083 | 10.80 | % | 13.41 | 2,791 | 9.49 | % | 13.69 | |||||||||||||||||||||||||||
| Mortgage, commercial | 4,082 | 10.80 | % | 14.58 | 2,909 | 9.89 | % | 14.69 | |||||||||||||||||||||||||||
| Loans to individuals | 723 | 1.91 | % | 1.14 | 782 | 2.66 | % | 1.07 | |||||||||||||||||||||||||||
| Obligations of state and political subdivisions | 527 | 1.38 | 2.01 | 461 | 1.57 | 2.34 | |||||||||||||||||||||||||||||
| $ | 37,810 | 100.00 | % | 100.00 | % | $ | 29,400 | 100.00 | % | 100.00 | % | ||||||||||||||||||||||||
Page 51
| 2016 | |||||||||||||||||
| Amount | % of Total Allowance | % of Loans to Total Loans | |||||||||||||||
| (In Thousands) | |||||||||||||||||
| Agricultural | $ | 2,947 | 11.11 | % | 4.08 | % | |||||||||||
| Commercial and financial | 4,531 | 17.08 | 8.48 | ||||||||||||||
| Real estate: | |||||||||||||||||
| Construction, 1 to 4 family residential | 1,023 | 3.86 | 2.54 | ||||||||||||||
| Construction, land development and commercial | 1,867 | 7.04 | 5.34 | ||||||||||||||
| Mortgage, farmland | 3,417 | 12.88 | 8.89 | ||||||||||||||
| Mortgage, 1 to 4 family first liens | 6,560 | 24.72 | 33.70 | ||||||||||||||
| Mortgage, 1 to 4 family junior liens | 1,117 | 4.21 | 5.51 | ||||||||||||||
| Mortgage, multi-family | 1,669 | 6.29 | 13.30 | ||||||||||||||
| Mortgage, commercial | 2,376 | 8.95 | 14.67 | ||||||||||||||
| Loans to individuals | 642 | 2.42 | 1.10 | ||||||||||||||
| Obligations of state and political subdivisions | 381 | 1.44 | 2.39 | ||||||||||||||
| $ | 26,530 | 100.00 | % | 100.00 | % | ||||||||||||
The Company believes that the allowance for loan losses is at a level commensurate with the overall risk exposure of the loan portfolio. However, if economic conditions deteriorate, certain borrowers may experience difficulty and the level of impaired loans, charge-offs and delinquencies could rise and require increases in the provision for loan losses. The Company will continue to monitor the adequacy of the allowance on a quarterly basis and will consider 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.
Noninterest Income
The following table sets forth the various categories of noninterest income for the years ended December 31, 2020, 2019 and 2018.
| Year Ended December 31, | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | 2020/2019 | 2019/2018 | 2020/2019 | 2019/2018 | |||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||||||||||||||||||||
| Net gain on sale of loans | $ | 6,678 | $ | 3,539 | $ | 1,517 | $ | 3,139 | $ | 2,022 | 88.70 | % | 133.29 | % | |||||||||||||||||||||||||||
| Trust fees | 10,275 | 9,579 | 10,007 | 696 | (428) | 7.27 | (4.28) | ||||||||||||||||||||||||||||||||||
| Service charges and fees | 10,186 | 10,276 | 9,614 | (90) | 662 | (0.88) | 6.89 | ||||||||||||||||||||||||||||||||||
| Other noninterest income | 1,187 | 1,426 | 2,680 | (239) | (1,254) | (16.76) | (46.79) | ||||||||||||||||||||||||||||||||||
| Gain (loss) on sale of investment securities | $ | 10 | $ | (28) | $ | — | 38 | (28) | (135.71) | — | |||||||||||||||||||||||||||||||
| $ | 28,336 | $ | 24,792 | $ | 23,818 | $ | 3,544 | $ | 974 | 14.29 | % | 4.09 | % | ||||||||||||||||||||||||||||
The noninterest income of the Company was $28.34 million in 2020 compared to $24.79 million in 2019. The increase of $3.54 million in 2020 was the result of a combination of factors discussed below. In 2019, the total noninterest income increased $0.97 million from 2018.
Loans originated for sale in 2020, which consist primarily of fixed rate residential mortgage loans, totaled $475.19 million compared to $299.22 million in 2019, an increase of 58.81%. In the year ended December 31, 2020 and 2019, the net gain on sale of loans was $6.68 million and $3.54 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
Page 52
of interest rates and has been significantly impacted by the Federal Reserve Board's reduction of the federal funds rate to 0.25% in 2020, resulting in a significant amount of mortgage loan refinance activity. 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.
Trust fees increased $0.70 million to $10.28 million in 2020. Trust fees decreased $(0.43) million in 2019. As of December 31, 2020, the Bank’s Trust Department had $2.176 billion in assets under management compared to $1.919 billion and $1.618 billion at December 31, 2019 and 2018, respectively. In 2020, the Dow Jones Industrial Average increased 7.25%. The market value of the Dow Jones Industrial Average increased 22.34% in 2019 and decreased 5.63% in 2018.
Other noninterest income decreased $1.25 million in 2019 primarily due to the sale of the insurance department in August 2018 for a gain of $885,000.
Noninterest Expenses
The following table sets forth the various categories of noninterest expenses for the year ended December 31, 2020, 2019 and 2018.
| Year Ended December 31, | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | 2020/2019 | 2019/2018 | 2020/2019 | 2019/2018 | |||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||||||||||||||||||||
| Salaries and employee benefits | $ | 40,621 | $ | 36,709 | $ | 34,981 | $ | 3,912 | $ | 1,728 | 10.66 | % | 4.94 | % | |||||||||||||||||||||||||||
| Occupancy | 4,343 | 4,336 | 4,374 | 7 | (38) | 0.16 | (0.87) | ||||||||||||||||||||||||||||||||||
| Furniture and equipment | 7,357 | 6,795 | 5,741 | 562 | 1,054 | 8.27 | 18.36 | ||||||||||||||||||||||||||||||||||
| Office supplies and postage | 1,799 | 1,841 | 1,778 | (42) | 63 | (2.28) | 3.54 | ||||||||||||||||||||||||||||||||||
| Advertising and business development | 2,082 | 2,595 | 2,513 | (513) | 82 | (19.77) | 3.26 | ||||||||||||||||||||||||||||||||||
| Outside services | 11,069 | 10,360 | 10,076 | 709 | 284 | 6.84 | 2.82 | ||||||||||||||||||||||||||||||||||
| FDIC insurance assessment | 856 | 194 | 856 | 662 | (662) | 341.24 | (77.34) | ||||||||||||||||||||||||||||||||||
| Other noninterest expense | 7,504 | 4,434 | 1,804 | 3,070 | 2,630 | 69.24 | 145.79 | ||||||||||||||||||||||||||||||||||
| $ | 75,631 | $ | 67,264 | $ | 62,123 | $ | 8,367 | $ | 5,141 | 12.44 | % | 8.28 | % | ||||||||||||||||||||||||||||
Total noninterest expenses were $75.63 and $67.26 million for the years ended December 31, 2020 and 2019, respectively. The increase is $8.37 million or 12.44% in 2020 and an increase of $5.14 million or 8.28% in 2019.
Salaries and employee benefits increased $3.91 million in 2020. The increase is primarily the result of annual salary adjustments, hiring of additional employees to staff growth, increased variable compensation due to the increase in loans originated for sale described above and increased overtime due to the increase in loans originated for sale and processing of PPP loans.
Furniture and equipment increased $0.56 million in 2020 primarily due to planned increases in software maintenance contract costs.
Advertising and business development decreased $0.51 million in 2020 due to lower spending in response to the pandemic.
FDIC insurance assessment increased $0.66 million in 2020 primarily due to the use of the credit carryover in 2019.
Other noninterest expenses increased $3.07 million in 2020 primarily due to $2.53 million in fees incurred from the prepayment of FHLB borrowings and $2.68 million paid for the early termination of the interest rate swap.
Total noninterest expenses were $62.12 million for the year ended December 31, 2018. The increase in expenses in 2019 was $5.14 million. This included an increase of $1.73 million in salaries and benefits, which was the direct result of salary adjustments and hiring additional employees. Furniture and equipment increased $1.05 million in 2019 primarily due to
Page 53
increases in software maintenance contract costs. Other noninterest expenses increased $2.63 million in 2019 primarily due to $2.09 million in fees incurred from the prepayment of FHLB borrowings.
Income Taxes
Income tax expense was $11.28, $12.55 and $8.91 million for the years ended December 31, 2020, 2019 and 2018, respectively. Income taxes as a percentage of income before income taxes were 22.59% in 2020, 21.69% in 2019 and 19.50% in 2018. The amount of tax credits were $0.05, $0.53 and $1.29 million for 2020, 2019, and 2018, respectively.
Effects of Inflation
The consolidated financial statements and the accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America. These principles require the measurement of financial position and operating results in terms of historical dollar amounts without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of the Company’s operations. Nearly all of the assets and liabilities of the Company are monetary in nature. As a result, interest rates have a more significant impact in the Company’s performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods and services. Liquidity and interest rate adjustments are features of the Company’s asset/liability management, which are important to the maintenance of acceptable performance levels. Item 7A of this Form 10-K contains a more thorough discussion of interest rate risk. The Company attempts to maintain a balance between monetary assets and monetary liabilities to offset the potential effects of changing interest rates.
Liquidity and Capital Resources
The objective of liquidity management is to ensure the availability of sufficient cash flows to fund operations, to meet depositor withdrawals, to provide for our customers' credit needs and to meet maturing obligations and existing commitments. The Company's principal source of funds is deposits. Other sources include loan principal repayments, proceeds from the maturity and sale of investment securities, federal funds purchased, advances from the FHLB, advances on bank lines of credit, brokered deposit relationships and funds provided by operations. Liquidity management is conducted on both a daily and a long-term basis. Investments in liquid assets are adjusted based on expected loan demand, projected loan and investment securities maturities and payments, expected deposit flows and the objectives set by the Company's asset-liability management, liquidity and contingency funding policies.
As of December 31, 2020, the Company had additional borrowing capacity available from the FHLB of $776.67 million. In addition, the Company had $523.07 million in borrowing capacity available through secured and unsecured lines of credit with correspondent banks. The Company had no amounts outstanding under those federal funds lines as of December 31, 2020.
On an unconsolidated basis, the Company had cash balances of $1.10 million as of December 31, 2020. In 2020, the Company received dividends of $14.82 million from its subsidiary Bank and used those funds to pay dividends to its stockholders of $8.33 million and to fund purchases of treasury stock under the 2005 Stock Repurchase Program. The total purchase of treasury stock under the 2005 Stock Repurchase Program totaled $8.55 and $5.53 million for the years ended December 31, 2020 and 2019, respectively.
As of December 31, 2020 and 2019, stockholders' equity, before deducting for the maximum cash obligation related to the ESOP, was $463.41 million and $427.04 million, respectively. This measure of stockholders’ equity as a percent of total assets was 12.26% at December 31, 2020 and 12.94% at December 31, 2019. As of December 31, 2020, total equity, after deducting the maximum cash value related to the ESOP, was 11.01% of assets compared to 11.37% of assets at the prior year end.
The Company and the Bank are subject to the Federal Deposit Insurance Corporation Improvement Act of 1991, and the Bank is subject to Prompt Corrective Action Rules as determined and enforced by the Federal Reserve. These regulations establish minimum capital requirements that member banks must maintain.
The Bank is classified as "well-capitalized" by FDIC capital guidelines. For more information regarding regulatory capital requirements, see the section under Part I, Item 1 to this 10-K captioned “Supervision and Regulation.”
Page 54
On a consolidated basis, 2020 cash flows from operations provided $8.15 million and net increases in deposits provided $531.20 million. These cash flows were invested in Net Loans of $72.14 million and $129.36 million in purchases of investment securities. In addition, $1.86 million was used to purchase property and equipment and leasehold improvements.
The Bank has a contingency funding plan to address liquidity issues in times of crisis. The primary source of funding will be the Bank’s customer deposit base. The Bank has established alternative sources of funding available to increase liquidity. The availability of the funding sources is tested on an annual basis. The Bank performs quarterly stress testing to determine if the Bank has an appropriate amount of funding sources to address potential liquidity needs. At December 31, 2020, the Bank had total outstanding loan commitments and unused portions of lines of credit totaling $491.66 million (see Note 15 to the Company's Consolidated Financial Statements). Management believes that its liquidity levels are sufficient at this time, but the Bank may increase its liquidity by limiting the growth of its assets, by selling more loans in the secondary market or selling portions of loans to other banks through participation agreements. Another liquidity source includes obtaining additional funds from the Federal Home Loan Bank (FHLB). As of December 31, 2020, the Bank can obtain an additional $776.67 million from the FHLB based on the current real estate mortgage loans held. In addition, the Bank has arranged $513.07 million of credit lines at three banks. The borrowings under these credit lines would be secured by the Bank’s investment securities. Other liquidity sources include a $10.00 million line of credit with the Federal Reserve Bank of Chicago and various sources of brokered deposits.
The following table shows outstanding balances, weighted average interest rates at year end, maximum month-end balances, average month-end balances and weighted average interest rates of federal funds purchased and securities sold under agreements to repurchase during 2020, 2019 and 2018:
| 2020 | 2019 | 2018 | |||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||
| Outstanding balance as of December 31 | $ | — | $ | — | $ | — | |||||||||||
| Weighted average interest rate at year end | — | % | — | % | — | % | |||||||||||
| Maximum month-end balance | — | — | — | ||||||||||||||
| Average month-end balance | — | — | — | ||||||||||||||
| Weighted average interest rate for the year | 0.93 | % | 2.64 | % | 2.71 | % | |||||||||||
The following table shows outstanding balances, weighted average interest rates at year end, maximum month-end balances, average month-end balances and weighted average interest rates of Federal Home Loan Bank borrowings during 2020, 2019 and 2018:
| 2020 | 2019 | 2018 | |||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||
| Outstanding balance as of December 31 | $ | 105,000 | $ | 185,000 | $ | 215,000 | |||||||||||
| Weighted average interest rate at year end | 2.93 | % | 2.93 | % | 2.94 | % | |||||||||||
| Maximum month-end balance | 185,000 | 215,000 | 280,000 | ||||||||||||||
| Average month-end balance | 181,093 | 212,500 | 228,066 | ||||||||||||||
| Weighted average interest rate for the year | 2.93 | % | 2.93 | % | 2.94 | % | |||||||||||
The Bank has off-balance sheet commitments to fund additional borrowings of customers as well as derivative financial instruments, consisting of interest rate swaps as disclosed in Note 17 to the Company's Consolidated Financial Statements. Contractual commitments to fund loans are met from the proceeds of federal funds sold or investment securities and additional borrowings. Many of the contractual commitments to extend credit will not be funded because they represent the credit limits on credit cards and home equity lines of credits.
Page 55
As disclosed in Note 15 to the Company's Consolidated Financial Statements, the Company has certain obligations and commitments to make future payments under contracts. The following table summarizes significant contractual obligations and other commitments as of December 31, 2020:
| Payments Due By Period | |||||||||||||||||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||||||||||||||
| Total | Less Than One Year | One - Three Years | Three - Five Years | More Than Five Years | |||||||||||||||||||||||||
| Contractual obligations: | |||||||||||||||||||||||||||||
| Long-term debt obligations | $ | 105,000 | $ | — | $ | — | $ | 45,000 | $ | 60,000 | |||||||||||||||||||
| Operating lease obligations | 1,093 | 375 | 635 | 83 | — | ||||||||||||||||||||||||
| Total contractual obligations: | $ | 106,093 | $ | 375 | $ | 635 | $ | 45,083 | $ | 60,000 | |||||||||||||||||||
| Other commitments: | |||||||||||||||||||||||||||||
| Lines of credit | $ | 483,602 | $ | 353,060 | $ | 101,713 | $ | 24,623 | $ | 4,206 | |||||||||||||||||||
| Standby letters of credit | 8,056 | 8,056 | — | — | — | ||||||||||||||||||||||||
| Total other commitments | $ | 491,658 | $ | 361,116 | $ | 101,713 | $ | 24,623 | $ | 4,206 | |||||||||||||||||||
The Company and the Bank have no additional material commitments or plans that will materially affect liquidity or capital resources. Property and equipment may be acquired in cash purchases, or they may be financed if favorable terms are available.
| Item 7A. | 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 indicated 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.
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.
Page 56
The Bank uses derivative financial instruments, when needed, to manage the impact of changes in interest rates on future interest income or interest expense. The Bank is exposed to credit-related losses in the event of nonperformance by the counterparties to these derivative instruments, but believe the risk of the these losses has been minimized by entering into the contracts with large, stable financial institutions. The estimated fair market value of these derivative instruments are presented in Note 17 to the Consolidated Financial Statements.
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 table set forth below includes the portion of the balances in interest-bearing checking, savings and money market accounts that management has estimated to mature within one year. The classifications are used because the Bank’s historical data indicates that these have been very stable deposits without much interest rate fluctuation. Historically, these accounts would not need to be adjusted upward as quickly in a period of rate increases so the interest risk exposure would be less than the re-pricing schedule indicates. The FHLB borrowings are classified based on either their due date or if they are callable on their most likely call date based on the interest rate.
| Repricing | |||||||||||||||||||||||||||||||||||||||||
| Maturities | Days | More Than | |||||||||||||||||||||||||||||||||||||||
| Immediately | 2-30 | 31-90 | 91-180 | 181-365 | One Year | Total | |||||||||||||||||||||||||||||||||||
| (Amounts in Thousands) | |||||||||||||||||||||||||||||||||||||||||
| Earning assets: | |||||||||||||||||||||||||||||||||||||||||
| Excess Cash | $ | 540,364 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 540,364 | |||||||||||||||||||||||||||
| Federal funds sold | 140 | — | — | — | — | — | 140 | ||||||||||||||||||||||||||||||||||
| Investment securities | — | 2,909 | 8,237 | 31,784 | 16,375 | 357,239 | 416,544 | ||||||||||||||||||||||||||||||||||
| Loans | 9,901 | 239,584 | 56,722 | 95,296 | 190,266 | 2,163,260 | 2,755,029 | ||||||||||||||||||||||||||||||||||
| Total earning assets | 550,405 | 242,493 | 64,959 | 127,080 | 206,641 | 2,520,499 | 3,712,077 | ||||||||||||||||||||||||||||||||||
| Sources of funds: | |||||||||||||||||||||||||||||||||||||||||
| Interest-bearing checking and savings accounts | 145,803 | — | — | — | — | 1,817,071 | 1,962,874 | ||||||||||||||||||||||||||||||||||
| Certificates of deposit | — | 24,683 | 39,929 | 115,012 | 128,338 | 389,542 | 697,504 | ||||||||||||||||||||||||||||||||||
| FHLB borrowings | — | — | — | — | — | 105,000 | 105,000 | ||||||||||||||||||||||||||||||||||
| Federal funds and repurchase agreements | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| 145,803 | 24,683 | 39,929 | 115,012 | 128,338 | 2,311,613 | 2,765,378 | |||||||||||||||||||||||||||||||||||
| Other sources, primarily noninterest-bearing | — | — | — | — | — | 944,897 | 944,897 | ||||||||||||||||||||||||||||||||||
| Total sources | 145,803 | 24,683 | 39,929 | 115,012 | 128,338 | 3,256,510 | 3,710,275 | ||||||||||||||||||||||||||||||||||
| Interest | |||||||||||||||||||||||||||||||||||||||||
| Rate Gap | $ | 404,602 | $ | 217,810 | $ | 25,030 | $ | 12,068 | $ | 78,303 | $ | (736,011) | $ | 1,802 | |||||||||||||||||||||||||||
| Cumulative Interest | |||||||||||||||||||||||||||||||||||||||||
| Rate Gap at December 31, 2020 | $ | 404,602 | $ | 622,412 | $ | 647,442 | $ | 659,510 | $ | 737,813 | $ | 1,802 | |||||||||||||||||||||||||||||
| Gap Ratio | 3.77 | 9.82 | 1.63 | 1.10 | 1.61 | 0.77 | |||||||||||||||||||||||||||||||||||
| Cumulative Gap Ratio | 3.77 | 4.65 | 4.08 | 3.03 | 2.63 | 1.00 | |||||||||||||||||||||||||||||||||||
Page 57
Based on the data following, net interest income should decline with instantaneous increases in interest rates while net interest income should increase with instantaneous declines in interest rates. Generally, during periods of increasing interest rates, the Company's interest rate sensitive liabilities would re-price faster than its interest rate sensitive assets causing a decline in the Company's interest rate spread and margin. This would tend to reduce net interest income because the resulting increase in the Company’s cost of funds would not be immediately offset by an increase in its yield on earning assets. In times of decreasing interest rates, fixed rate assets could increase in value and the lag in re-pricing of interest rate sensitive assets could be expected to have a positive effect on the Company's net interest income.
The following table, which presents principal cash flows and related weighted average interest rates by expected maturity dates, provides information about the Company's loans, investment securities and deposits that are sensitive to changes in interest rates.
| 2021 | 2022 | 2023 | 2024 | 2025 | Thereafter | Total | Fair Value | ||||||||||||||||||||||||||||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Loans, fixed: | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance | $ | 357,894 | $ | 213,587 | $ | 122,220 | $ | 210,923 | $ | 628,736 | $ | 166,043 | $ | 1,699,403 | $ | 1,520,966 | |||||||||||||||||||||||||||||||
| Average interest rate | 4.10 | % | 3.02 | % | 4.62 | % | 4.54 | % | 3.92 | % | 3.25 | % | 3.91 | % | |||||||||||||||||||||||||||||||||
| Loans, variable: | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance | $ | 172,642 | $ | 132,963 | $ | 128,135 | $ | 112,747 | $ | 328,420 | $ | 135,834 | $ | 1,010,741 | $ | 1,167,185 | |||||||||||||||||||||||||||||||
| Average interest rate | 3.87 | % | 4.12 | % | 4.22 | % | 4.41 | % | 3.82 | % | 4.02 | % | 4.01 | % | |||||||||||||||||||||||||||||||||
| Investments (1): | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance | $ | 67,688 | $ | 54,405 | $ | 58,711 | $ | 70,737 | $ | 55,457 | $ | 109,546 | $ | 416,544 | $ | 416,544 | |||||||||||||||||||||||||||||||
| Average interest rate | 1.84 | % | 2.27 | % | 2.31 | % | 1.62 | % | 1.15 | % | 2.59 | % | 2.02 | % | |||||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Liquid deposits (2): | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 1,962,874 | $ | 1,962,867 | |||||||||||||||||||||||||||||||
| Average interest rate | — | % | — | % | — | % | — | % | — | % | — | % | 0.24 | % | |||||||||||||||||||||||||||||||||
| Deposits, certificates: | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance | $ | 307,962 | $ | 190,763 | $ | 150,275 | $ | 39,089 | $ | 9,415 | $ | — | $ | 697,504 | $ | 709,848 | |||||||||||||||||||||||||||||||
| Average interest rate | 1.49 | % | 1.71 | % | 2.87 | % | 1.47 | % | 0.91 | % | — | % | 1.84 | % | |||||||||||||||||||||||||||||||||
(1)Includes all available-for-sale investments, federal funds and Federal Home Loan Bank stock.
(2)Includes NOW and other demand, savings and money market funds.
| Item 8. | Consolidated Financial Statements and Supplementary Data | ||||
The consolidated financial statements and supplementary data are included on pages 59 through 119.
Page 58
Report of Independent Registered Public Accounting Firm
To the Shareholders, Board of Directors and Audit Committee
Hills Bancorporation
Hills, Iowa
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Hills Bancorporation (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company’s internal control over financial reporting as of December 31, 2020, based on Internal Control-Integrated Framework (2013) and our report dated March 5, 2021, expressed an unqualified opinion.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Page 59
Allowance for Loan Losses
As more fully described in Notes 1 and 3 to the Company’s consolidated financial statements, the allowance for loan losses represents losses that are estimated to have occurred. The allowance for loan losses is based on collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. The allowance consists of allocated and general components. The allocated component relates to specific allowances on loans that are classified as impaired. The general component relates to loans that are not classified as impaired and is based on historical charge-off experience and the expected loss, given default, derived from the Company’s internal risk rating process. Other adjustments have been made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data. Management discloses that this evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.
We identified the valuation of the allowance for loan losses as a critical audit matter. Auditing the allowance for loan losses involves a high degree of subjectivity in evaluating management’s estimates, such as evaluating management’s assessment of economic conditions and other qualitative or environmental factors, evaluating the adequacy of specific allowances associated with impaired loans, and assessing the appropriateness of loan grades.
The primary procedures we performed to address this critical audit matter included:
•Testing the design and operating effectiveness of controls, including those related to technology, over the allowance for loan losses, including data completeness and accuracy, classifications of loans by loan segment, historical loss data, the calculation of loss rates, the establishment of qualitative adjustments, grading and risk classification of loans and establishment of specific reserves on impaired loans, and management’s review and disclosure controls over the allowance for loan losses;
•Testing of completeness and accuracy of the information utilized in the calculation of the allowance for loan losses;
•Testing the allowance model for computational accuracy;
•Evaluating the qualitative adjustments to historical loss rates, including assessing the basis for the adjustments and the reasonableness of the significant assumptions;
•Testing the internal loan review functions and evaluating the accuracy of loan grades, including utilizing our internal loan review professionals to assist us;
•Assessing the reasonableness of specific allowances on certain impaired loans;
•Evaluating the overall reasonableness of significant assumptions used by management, considering the past performance of the Company and evaluating trends identified within peer groups;
•Evaluating the accuracy and completeness of disclosures in the consolidated financial statements.
BKD, LLP
We have served as the Company’s auditor since 2012.
Springfield, Missouri
March 5, 2021
Page 60
Report of Independent Registered Public Accounting Firm
To the Shareholders, Board of Directors and Audit Committee
Hills Bancorporation
Hills, Iowa
Opinion on the Internal Control over Financial Reporting
We have audited Hills Bancorporation's (the "Company") internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated financial statements of the Company and our report dated March 5, 2021, expressed an unqualified opinion.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definitions and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of reliable financial statements in accordance with accounting principles generally accepted in the United States of America. Because management's assessment and our audit also were conducted to meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA), our audit of Hills Bancorporation's internal control over financial reporting included controls over the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and with the instructions to the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9C). A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention, or timely detection and correction of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
Page 61
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
BKD, LLP
Springfield, Missouri
March 5, 2021
Page 62
HILLS BANCORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 2020 and 2019
(Amounts In Thousands, Except Shares)
| ASSETS | 2020 | 2019 | |||||||||
| Cash and cash equivalents | $ | 574,310 | $ | 241,965 | |||||||
Investment securities available for sale at fair value (amortized cost 2020 $396,670; 2019 $351,069) (Notes 1, 2 and 13) | 408,372 | 355,303 | |||||||||
| Stock of Federal Home Loan Bank | 8,172 | 11,065 | |||||||||
| Loans held for sale | 43,947 | 8,400 | |||||||||
Loans, net of allowance for loan losses (2020 $37,070; 2019 $33,760) (Notes 1, 3, and 12) | 2,674,012 | 2,606,277 | |||||||||
| Property and equipment, net (Note 4) | 35,878 | 37,146 | |||||||||
| Tax credit real estate | 7,273 | 8,280 | |||||||||
| Accrued interest receivable | 12,177 | 12,442 | |||||||||
| Deferred income taxes, net (Note 10) | 6,088 | 8,018 | |||||||||
| Goodwill | 2,500 | 2,500 | |||||||||
| Other assets | 7,882 | 9,491 | |||||||||
| Total Assets | $ | 3,780,611 | $ | 3,300,887 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Liabilities | |||||||||||
| Noninterest-bearing deposits | $ | 532,190 | $ | 387,612 | |||||||
| Interest-bearing deposits (Note 6) | 2,660,378 | 2,273,752 | |||||||||
| Total deposits | 3,192,568 | 2,661,364 | |||||||||
| Federal Home Loan Bank borrowings (Note 7) | 105,000 | 185,000 | |||||||||
| Accrued interest payable | 1,733 | 2,474 | |||||||||
| Other liabilities | 17,905 | 25,012 | |||||||||
| Total Liabilities | 3,317,206 | 2,873,850 | |||||||||
| Commitments and Contingencies (Notes 9 and 15) | |||||||||||
| Redeemable Common Stock Held By Employee Stock | |||||||||||
| Ownership Plan (ESOP) (Note 9) | 47,329 | 51,826 | |||||||||
| Stockholders' Equity (Note 11) | |||||||||||
Common stock, no par value; authorized 20,000,000 shares; issued 2020 10,330,242 shares; 2019 10,327,656 shares | — | — | |||||||||
| Paid in capital | 60,233 | 55,943 | |||||||||
| Retained earnings | 439,831 | 409,509 | |||||||||
| Accumulated other comprehensive gain (Note 8) | 8,782 | 1,415 | |||||||||
Treasury stock at cost (2020 999,247 shares; 2019 975,962 shares) | (45,441) | (39,830) | |||||||||
| Total Stockholders' Equity | 463,405 | 427,037 | |||||||||
| Less maximum cash obligation related to ESOP shares (Note 9) | 47,329 | 51,826 | |||||||||
| Total Stockholders' Equity Less Maximum Cash Obligations Related To ESOP Shares | 416,076 | 375,211 | |||||||||
| Total Liabilities & Stockholders' Equity | $ | 3,780,611 | $ | 3,300,887 | |||||||
See Notes to Consolidated Financial Statements.
Page 63
HILLS BANCORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 2020, 2019 and 2018
(Amounts In Thousands, Except Per Share Amounts)
| 2020 | 2019 | 2018 | |||||||||||||||
| Interest income: | |||||||||||||||||
| Loans, including fees | $ | 120,196 | $ | 121,269 | $ | 110,588 | |||||||||||
| Investment securities: | |||||||||||||||||
| Taxable | 3,512 | 3,239 | 2,759 | ||||||||||||||
| Nontaxable | 3,876 | 3,844 | 3,511 | ||||||||||||||
| Federal funds sold | 945 | 3,980 | 1,939 | ||||||||||||||
| Total interest income | 128,529 | 132,332 | 118,797 | ||||||||||||||
| Interest expense: | |||||||||||||||||
| Deposits | 21,553 | 28,540 | 19,531 | ||||||||||||||
| FHLB borrowings | 5,399 | 6,333 | 6,792 | ||||||||||||||
| Total interest expense | 26,952 | 34,873 | 26,323 | ||||||||||||||
| Net interest income | 101,577 | 97,459 | 92,474 | ||||||||||||||
| Provision for loan losses (Note 3) | 4,358 | (2,880) | 8,497 | ||||||||||||||
| Net interest income after provision for loan losses | 97,219 | 100,339 | 83,977 | ||||||||||||||
| Noninterest income: | |||||||||||||||||
| Net gain on sale of loans | 6,678 | 3,539 | 1,517 | ||||||||||||||
| Trust fees | 10,275 | 9,579 | 10,007 | ||||||||||||||
| Service charges and fees | 10,186 | 10,276 | 9,614 | ||||||||||||||
| Other noninterest income | 1,187 | 1,426 | 2,680 | ||||||||||||||
| Gain (loss) on sale of investment securities | 10 | (28) | — | ||||||||||||||
| 28,336 | 24,792 | 23,818 | |||||||||||||||
| Noninterest expenses: | |||||||||||||||||
| Salaries and employee benefits | 40,621 | 36,709 | 34,981 | ||||||||||||||
| Occupancy | 4,343 | 4,336 | 4,374 | ||||||||||||||
| Furniture and equipment | 7,357 | 6,795 | 5,741 | ||||||||||||||
| Office supplies and postage | 1,799 | 1,841 | 1,778 | ||||||||||||||
| Advertising and business development | 2,082 | 2,595 | 2,513 | ||||||||||||||
| Outside services | 11,069 | 10,360 | 10,076 | ||||||||||||||
| FDIC insurance assessment | 856 | 194 | 856 | ||||||||||||||
| Other noninterest expenses | 7,504 | 4,434 | 1,804 | ||||||||||||||
| 75,631 | 67,264 | 62,123 | |||||||||||||||
| Income before income taxes | 49,924 | 57,867 | 45,672 | ||||||||||||||
| Income taxes (Note 10) | 11,277 | 12,549 | 8,905 | ||||||||||||||
| Net income | $ | 38,647 | $ | 45,318 | $ | 36,767 | |||||||||||
| Earnings per share: | |||||||||||||||||
| Basic | $ | 4.12 | $ | 4.85 | $ | 3.93 | |||||||||||
| Diluted | 4.12 | 4.85 | 3.92 | ||||||||||||||
See Notes to Consolidated Financial Statements.
Page 64
HILLS BANCORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31, 2020, 2019 and 2018
(Amounts In Thousands)
| 2020 | 2019 | 2018 | |||||||||||||||
| Net income | $ | 38,647 | $ | 45,318 | $ | 36,767 | |||||||||||
| Other comprehensive income (loss) | |||||||||||||||||
| Securities: | |||||||||||||||||
| Net change in unrealized gain (loss) on securities available for sale | 7,478 | 6,940 | (1,593) | ||||||||||||||
| Reclassification adjustment for net (gains) losses realized in net income | (10) | 28 | — | ||||||||||||||
| Income taxes | (1,864) | (1,738) | 397 | ||||||||||||||
| Other comprehensive income (loss) on securities available for sale | 5,604 | 5,230 | (1,196) | ||||||||||||||
| Derivatives used in cash flow hedging relationships: | |||||||||||||||||
| Net change in unrealized (loss) gain on derivatives | (335) | (753) | 1,223 | ||||||||||||||
| Reclassification adjustment for losses realized in net income | 2,684 | — | — | ||||||||||||||
| Income taxes | (586) | 188 | (305) | ||||||||||||||
| Other comprehensive income (loss) on cash flow hedges | 1,763 | (565) | 918 | ||||||||||||||
| Other comprehensive income (loss), net of tax | 7,367 | 4,665 | (278) | ||||||||||||||
| Comprehensive income | $ | 46,014 | $ | 49,983 | $ | 36,489 | |||||||||||
See Notes to Consolidated Financial Statements.
Page 65
HILLS BANCORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 2020, 2019 and 2018
(Amounts In Thousands, Except Share Data)
| 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 113,373 shares of common stock | 3,386 | — | — | 2,834 | — | 6,220 | |||||||||||||||||||||||||||||
Issuance of 8,172 shares of common stock under the employee stock purchase plan | 421 | — | — | — | — | 421 | |||||||||||||||||||||||||||||
| Unearned restricted stock compensation | (463) | — | — | — | — | (463) | |||||||||||||||||||||||||||||
Forfeiture of 3,296 shares of common stock | (152) | — | — | — | — | (152) | |||||||||||||||||||||||||||||
| Change related to ESOP shares | — | — | — | — | (5,562) | (5,562) | |||||||||||||||||||||||||||||
| Net income | — | 36,767 | — | — | — | 36,767 | |||||||||||||||||||||||||||||
Cash dividends ($0.75 per share) | — | (7,003) | — | — | — | (7,003) | |||||||||||||||||||||||||||||
| Reclassification of stranded tax effects due to the Tax Cuts and Jobs Act | — | 526 | (526) | — | — | — | |||||||||||||||||||||||||||||
Purchase of 116,962 shares of common stock | — | — | — | (6,784) | — | (6,784) | |||||||||||||||||||||||||||||
| Other comprehensive (loss) | — | — | (278) | — | — | (278) | |||||||||||||||||||||||||||||
| Balance, December 31, 2018 | $ | 52,122 | $ | 371,848 | $ | (3,250) | $ | (36,968) | $ | (48,870) | $ | 334,882 | |||||||||||||||||||||||
Issuance of 101,912 shares of common stock | 3,549 | — | — | 2,672 | — | 6,221 | |||||||||||||||||||||||||||||
Issuance of 7,720 shares of common stock under the employee stock purchase plan | 434 | — | — | — | — | 434 | |||||||||||||||||||||||||||||
| Unearned restricted stock compensation | 86 | — | — | — | — | 86 | |||||||||||||||||||||||||||||
Forfeiture of 5,255 shares of common stock | (262) | — | — | — | — | (262) | |||||||||||||||||||||||||||||
| Share-based compensation | 14 | — | — | — | — | 14 | |||||||||||||||||||||||||||||
| Change related to ESOP shares | — | — | — | — | (2,956) | (2,956) | |||||||||||||||||||||||||||||
| Net income | — | 45,318 | — | — | — | 45,318 | |||||||||||||||||||||||||||||
Cash dividends ($0.82 per share) | — | (7,657) | — | — | — | (7,657) | |||||||||||||||||||||||||||||
Purchase of 89,124 shares of common stock | — | — | — | (5,534) | — | (5,534) | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | 4,665 | — | — | 4,665 | |||||||||||||||||||||||||||||
| Balance, December 31, 2019 | $ | 55,943 | $ | 409,509 | $ | 1,415 | $ | (39,830) | $ | (51,826) | $ | 375,211 | |||||||||||||||||||||||
Issuance of 110,337 shares of common stock | 4,177 | — | — | 2,939 | — | 7,116 | |||||||||||||||||||||||||||||
Issuance of 7,449 shares of common stock under the employee stock purchase plan | 413 | — | — | — | — | 413 | |||||||||||||||||||||||||||||
| Unearned restricted stock compensation | (68) | — | — | — | — | (68) | |||||||||||||||||||||||||||||
Forfeiture of 4,863 shares of common stock | (257) | — | — | — | — | (257) | |||||||||||||||||||||||||||||
| Share-based compensation | 25 | — | — | — | — | 25 | |||||||||||||||||||||||||||||
| Change related to ESOP shares | — | — | — | — | 4,497 | 4,497 | |||||||||||||||||||||||||||||
| Net income | — | 38,647 | — | — | — | 38,647 | |||||||||||||||||||||||||||||
Cash dividends ($0.89 per share) | — | (8,325) | — | — | — | (8,325) | |||||||||||||||||||||||||||||
Purchase of 133,622 shares of common stock | — | — | — | (8,550) | — | (8,550) | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | 7,367 | — | — | 7,367 | |||||||||||||||||||||||||||||
| Balance, December 31, 2020 | $ | 60,233 | $ | 439,831 | $ | 8,782 | $ | (45,441) | $ | (47,329) | $ | 416,076 | |||||||||||||||||||||||
See Notes to Consolidated Financial Statements.
Page 66
HILLS BANCORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2020, 2019 and 2018
(Amounts In Thousands)
| 2020 | 2019 | 2018 | |||||||||||||||
| Cash Flows from Operating Activities | |||||||||||||||||
| Net income | $ | 38,647 | $ | 45,318 | $ | 36,767 | |||||||||||
| Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: | |||||||||||||||||
| Depreciation | 3,128 | 3,072 | 3,012 | ||||||||||||||
| Provision for loan losses | 4,358 | (2,880) | 8,497 | ||||||||||||||
| Net (gain) loss on sale of investment securities available for sale | (10) | 28 | — | ||||||||||||||
| Share-based compensation | 25 | 14 | — | ||||||||||||||
| Compensation expensed through issuance of common stock | 1,272 | 1,133 | 1,466 | ||||||||||||||
| Forfeiture of common stock | (257) | (262) | (152) | ||||||||||||||
| Provision for deferred income taxes | (520) | 1,301 | (1,971) | ||||||||||||||
| Net gain on sale of other real estate owned and other repossessed assets | (120) | (94) | (18) | ||||||||||||||
| Decrease (increase) in accrued interest receivable | 265 | (658) | (1,012) | ||||||||||||||
| Amortization of premium on investment securities, net | 818 | 441 | 480 | ||||||||||||||
| Decrease (increase) in other assets | 1,316 | (2,681) | (1,086) | ||||||||||||||
| Amortization of operating lease right of use assets | 386 | 354 | — | ||||||||||||||
| (Decrease) increase in accrued interest and other liabilities | (5,615) | 650 | (1,423) | ||||||||||||||
| Loans originated for sale | (475,187) | (299,223) | (136,746) | ||||||||||||||
| Proceeds on sales of loans | 446,318 | 296,346 | 141,441 | ||||||||||||||
| Net gain on sales of loans | (6,678) | (3,539) | (1,517) | ||||||||||||||
| Net cash and cash equivalents provided by operating activities | 8,146 | 39,320 | 47,738 | ||||||||||||||
| Cash Flows from Investing Activities | |||||||||||||||||
| Proceeds from maturities of investment securities available for sale | 85,530 | 63,301 | 57,284 | ||||||||||||||
| Proceeds from sale of investment securities available for sale | 313 | 12,467 | — | ||||||||||||||
| Purchases of investment securities available for sale | (129,359) | (104,539) | (90,295) | ||||||||||||||
| Loans made to customers, net of collections | (72,138) | (13,024) | (168,567) | ||||||||||||||
| Proceeds on sale of other real estate owned and other repossessed assets | 120 | 818 | 168 | ||||||||||||||
| Purchases of property and equipment | (1,860) | (3,167) | (2,206) | ||||||||||||||
| Net changes from tax credit real estate investment | 1,007 | 913 | 883 | ||||||||||||||
| Net cash and cash equivalents used in investing activities | (116,387) | (43,231) | (202,733) | ||||||||||||||
(Continued)
Page 67
HILLS BANCORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Years Ended December 31, 2020, 2019 and 2018
(Amounts In Thousands)
| 2020 | 2019 | 2018 | |||||||||||||||
| Cash Flows from Financing Activities | |||||||||||||||||
| Net increase in deposits | 531,204 | 240,240 | 132,559 | ||||||||||||||
| Net decrease in short-term borrowings | — | — | — | ||||||||||||||
| Net decrease in FHLB borrowings | (80,000) | (30,000) | (80,000) | ||||||||||||||
| Borrowings from FRB | 1 | 1 | 1 | ||||||||||||||
| Payments on FRB borrowings | (1) | (1) | (1) | ||||||||||||||
| Issuance of common stock, net of costs | 5,844 | 5,026 | 4,713 | ||||||||||||||
| Stock options exercised | — | 62 | 41 | ||||||||||||||
| Purchase of treasury stock | (8,550) | (5,534) | (6,784) | ||||||||||||||
| Proceeds from the issuance of common stock through the employee stock purchase plan | 413 | 434 | 421 | ||||||||||||||
| Dividends paid | (8,325) | (7,657) | (7,003) | ||||||||||||||
| Net cash and cash equivalents provided by financing activities | 440,586 | 202,571 | 43,947 | ||||||||||||||
| Increase (decrease) in cash and cash equivalents | 332,345 | 198,660 | (111,048) | ||||||||||||||
| Cash and cash equivalents: | |||||||||||||||||
| Beginning of year | 241,965 | 43,305 | 154,353 | ||||||||||||||
| End of year | $ | 574,310 | $ | 241,965 | $ | 43,305 | |||||||||||
| Supplemental Disclosures | |||||||||||||||||
| Cash payments for: | |||||||||||||||||
| Interest paid to depositors | $ | 22,294 | $ | 27,878 | $ | 19,009 | |||||||||||
| Interest paid on other obligations | 5,399 | 6,333 | 6,792 | ||||||||||||||
| Income taxes paid | 9,874 | 10,784 | 9,924 | ||||||||||||||
| Noncash financing activities: | |||||||||||||||||
| Increase in maximum cash obligation related to ESOP shares | $ | 4,497 | $ | 2,956 | $ | 5,562 | |||||||||||
| Transfers to other real estate owned | 45 | 712 | 150 | ||||||||||||||
| Sale and financing of other real estate owned | — | 97 | 96 | ||||||||||||||
| Right of use assets obtained in exchange for operating lease obligations | 48 | 3,581 | — | ||||||||||||||
See Notes to Consolidated Financial Statements.
Page 68
Note 1.Nature of Activities and Significant Accounting Policies
Nature of activities: Hills Bancorporation (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 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.
The Bank competes with other financial institutions and non-financial institutions providing similar financial products. Although the loan activity of the Bank is diversified with commercial and agricultural loans, real estate loans, automobile, installment and other consumer loans, the Bank's credit is concentrated in real estate loans. All of the Company’s operations are considered to be one reportable operating segment.
Accounting estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Certain significant estimates: The allowance for loan losses, fair values of securities and other financial instruments, and share-based compensation expense involve certain significant estimates made by management. These estimates are reviewed by management routinely and it is reasonably possible that circumstances that exist at December 31, 2020 may change in the near-term and the effect could be material to the consolidated financial statements.
Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
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. Loan origination fees of mortgage loans originated for sale are recognized when the loans are sold.
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 December 31, 2020 and 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
Page 69
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 did not capitalize any contract acquisition costs for the years ending December 31, 2020 and 2019.
Cash and cash equivalents: The Company considers all investments with original maturities of three months or less to be cash equivalents. At December 31, 2020 and 2019, cash equivalents consisted primarily of deposits with other banks.
Investment securities: 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 December 31, 2020 or 2019.
Stock of the Federal Home Loan Bank is carried at cost. The Company has evaluated the stock and determined there is no impairment.
Premiums on debt securities are amortized to the earliest call date and discounts on debt securities are accreted over the period to maturity of those securities. The method of amortization results in a constant effective yield on those securities (the interest method). Realized gains and losses on investment securities are included in income, determined on the basis of the cost of the specific securities sold.
Declines in the fair value of investment securities available for sale (with certain exceptions for debt securities noted below) that are deemed to be other-than-temporary are charged to earnings as a realized loss, and a new cost basis for the securities is established. In evaluating other-than-temporary impairment, the Company considers the length of time and extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value in the near term. Declines in the fair value of debt securities below amortized cost are deemed to be other-than-temporary in circumstances where: (1) the Company has the intent to sell a security; (2) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis; or (3) the Company does not expect to recover the entire amortized cost basis of the security. If the Company intends to sell a security or if it is more likely than not that the Company will be required to sell the security before recovery, an other-than-temporary impairment write-down is recognized in earnings equal to the difference between the security’s amortized cost basis and its fair value. If the Company does not intend to sell the security or it is not more likely than not that the Company will be required to sell the security before recovery, the other-than-temporary impairment write-down is separated into an amount representing credit loss, which is recognized in earnings, and an amount related to all other factors, which is recognized in other comprehensive income. Realized securities gains or losses on securities sales (using specific identification method) and declines in value judged to be other-than-temporary are included in investment securities gains (losses), net, in the consolidated statements of income.
Loans: Loans are stated at the amount of unpaid principal, reduced by the allowance for loan losses. Interest income is accrued on the unpaid balances as earned.
Loans held for sale are stated at the lower of aggregate cost or estimated fair value. Loans are sold on a non-recourse basis with servicing released and gains and losses are recognized based on the difference between sales proceeds and the carrying value of the loan. The Company has had very few experiences of repurchasing loans previously sold into the secondary market. A specific reserve was not considered necessary based on the Company’s historical experience with repurchase activity.
The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance when management believes the collectability of principal is unlikely. The allowance for loan losses is maintained at a level considered adequate to provide for probable losses that can be reasonably anticipated. The allowance is increased by provisions charged to expense and is reduced by net charge-offs. The Bank makes continuous reviews of the loan portfolio and considers current economic conditions, historical loss experience, review of specific problem loans and other factors in determining the adequacy of the allowance. Management classifies loans within the following categories: excellent, good, satisfactory, monitor, special mention and substandard.
Page 70
The policy for charging off loans is consistent throughout all loan categories. A loan is charged off based on criteria that includes but is not limited to: delinquency status, financial condition of the entire customer credit line and underlying collateral coverage, economic or external conditions that might impact full repayment of the loan, legal issues, overdrafts, and the customer’s willingness to work with the Company.
Loans are considered impaired when, based on current information and events, it is probable the Bank will not be able to collect all amounts due. An impaired loan includes any loan that has been placed on nonaccrual status, loans greater than 90 days past due and still accruing and TDR loans. They also include loans, based on current information and events, that it is likely the Bank will be unable to collect all amounts due according to the contractual terms of the original loan agreement. The portion of the allowance for loan losses applicable to impaired loans has been computed based on the present value of the estimated future cash flows of interest and principal discounted at the loans effective interest rate or on the fair value of the collateral for collateral dependent loans. The entire change in present value of expected cash flows of impaired loans or of collateral value is reported as provision expense in the same manner in which impairment initially was recognized or as a reduction in the amount of provision expense that otherwise would be reported. Interest income on nonaccrual loans is recognized once principal has been recovered.
The accrual of interest income on loans is discontinued when, in the opinion of management, there is reasonable doubt as to the borrower's ability to meet payments of interest or principal when they become due, which is generally when a loan is 90 days or more past due. When a loan is placed on nonaccrual status, all previously accrued and unpaid interest is reversed. Loans are returned to an accrual status when all of the principal and interest amounts contractually due are brought current and repayment of the remaining contractual principal and interest is expected. A loan may also return to accrual status if additional collateral is received from the borrower and, in the opinion of management, the financial position of the borrower indicates that there is no longer any reasonable doubt as to the collection of the amount contractually due. Payment received on nonaccrual loans are applied first to principal. Once principal is recovered, any remaining payments received are applied to interest income. As of December 31, 2020, none of the Company’s nonaccrual loans were earning interest on a cash basis.
Nonrefundable loan fees and origination costs are deferred and recognized as a yield adjustment over the life of the related loan.
Troubled debt restructurings (“TDR loans”): A loan is classified as a troubled debt restructuring when a borrower is experiencing financial difficulties that leads to a restructuring of the loan, and the Company grants concessions to the borrower in the restructuring that it would not otherwise consider. These concessions may include rate reductions, principal forgiveness, extension of maturity date and other actions intended to minimize potential losses to the Company. A loan that is modified at a market rate of interest is no longer classified as troubled debt restructuring in the quarter following the modification if the borrower is no longer experiencing financial difficulties. Performance prior to the restructuring is considered when assessing whether the borrower can meet the new terms. At the time of restructuring, loans included in a troubled debt restructuring may be considered nonaccrual loans. TDR loans are returned to accrual status under the same criteria noted under loans above.
Section 4013 of the CARES Act, “Temporary Relief From Troubled Debt Restructurings,” allows financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time during the COVID-19 pandemic. In March 2020, various regulatory agencies, including the FRB and the FDIC, issued an interagency statement, effective immediately, on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not to be considered TDRs. This includes short-term (e.g., six months) modifications, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. See Note 3 for further discussion.
Transfers of financial assets: Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.
Credit related financial instruments: In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under credit card arrangements, commercial letters of credit and standby letters of credit. Such financial instruments are recorded when they are funded.
Page 71
Tax credit real estate: Tax credit real estate represents two multi-family rental properties, three assisted living rental properties, a multi-tenant rental property for persons with disabilities, and a multi-family senior living rental property, all which are affordable housing projects as of December 31, 2020. The Bank has a 99% or greater limited partnership interest in each limited partnership. The investment in each was completed after the projects had been developed by the general partner. The Company evaluates the recoverability of the carrying value on a regular basis. If the recoverability was determined to be in doubt, a valuation allowance would be established by way of a charge to expense. Depreciation expense is provided on a straight-line basis over the estimated useful life of the assets. Expenditures for normal repairs and maintenance are charged to expense as incurred.
In 2016, the Company adopted ASU 2015-02 and the investments in tax credit real estate are recorded for all years presented using the equity method of accounting. The operations of the properties are not expected to contribute significantly to the Company’s income before income taxes. However, the properties do contribute in the form of income tax credits, which lowers the Company’s effective tax rate. Once established, the credits on each property last for ten years and are passed through from the limited partnerships to the Bank and reduces the consolidated federal tax liability of the Company.
In February 2019, the Company entered into a Letter of Intent to invest in a limited partnership, as limited partner, which will own and operate an affordable housing property in Iowa City, Iowa. The Company provided construction financing for the project and contributed capital of $4.18 million in February 2021.
Property and equipment: Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using primarily declining-balance methods over the estimated useful lives of 7-40 years for buildings and improvements and 3-10 years for furniture and equipment.
Deferred income taxes: Deferred income taxes are provided under the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and net operating loss, and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties on unrecognized tax benefits are classified as other noninterest expense. As of December 31, 2020, the Company had no material unrecognized tax benefits.
Goodwill: Goodwill represents the excess of cost over the fair value of the net assets acquired, and is not subject to amortization, but requires, at a minimum, annual impairment tests for intangibles that are determined to have an indefinite life.
Other real estate: Other real estate represents property acquired through foreclosures and settlements of loans. Property acquired is carried at the lower of the principal amount of the loan outstanding at the time of acquisition, plus any acquisition costs, or the estimated fair value of the property, less disposal costs. The Bank will obtain updated appraisals to determine the estimated fair value of the property based on the type of collateral securing the loan and the date of the latest appraisal. Subsequent write downs estimated on the basis of later valuations are charged to net loss on sale of other real estate owned and other repossessed assets. Net operating expenses incurred in maintaining such properties are charged to other non-interest expense. Net capital expenditures incurred are capitalized to the property.
Derivative financial instruments: The Bank uses interest rate swaps as part of its interest rate risk management. Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815 establishes accounting and reporting standards for derivative instruments and hedging activities. The Bank records all interest rate swaps on the balance sheet at fair value. Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges. To qualify for hedge accounting, the Bank must comply with the detailed rules and documentation requirements at the inception of the hedge, and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship. As of December 31, 2020, the Bank did not have any outstanding interest rate swaps.
Page 72
For derivatives designated as cash flow hedges, the changes in the fair value of the derivatives is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings. The Bank assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of the designated hedged item or transaction. No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness.
The Bank does not use derivatives for trading or speculative purposes.
Earnings per share: Basic earnings per share is computed using the weighted average number of actual common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that would occur from the exercise of common stock options outstanding. ESOP shares are considered outstanding for this calculation unless unearned.
The following table presents calculations of earnings per share:
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| (Amounts In Thousands, except share and per share data) | |||||||||||||||||
| Computation of weighted average number of basic and diluted shares: | |||||||||||||||||
| Common shares outstanding at the beginning of the year | 9,351,694 | 9,336,441 | 9,335,154 | ||||||||||||||
| Weighted average number of net shares issued | 17,571 | 19,304 | 31,160 | ||||||||||||||
| Weighted average shares outstanding (basic) | 9,369,265 | 9,355,745 | 9,366,314 | ||||||||||||||
| Weighted average of potential dilutive shares attributable to stock options granted, computed under the treasury stock method | 3,640 | 4,035 | 4,027 | ||||||||||||||
| Weighted average number of shares (diluted) | 9,372,905 | 9,359,780 | 9,370,341 | ||||||||||||||
| Net income | $ | 38,647 | $ | 45,318 | $ | 36,767 | |||||||||||
| Earnings per share: | |||||||||||||||||
| Basic | $ | 4.12 | $ | 4.85 | $ | 3.93 | |||||||||||
| Diluted | $ | 4.12 | $ | 4.85 | $ | 3.92 | |||||||||||
Stock awards and options: Compensation expense for stock issued through the stock award plan is accounted for using the fair value method prescribed by FASB ASC 718, “Share-Based Payment” (“ASC 718”). Under this method, compensation expense is measured and recognized for all stock-based awards made to employees and directors based on the fair value of each award as of the date of the grant.
Common stock held by ESOP: The Company's maximum cash obligation related to these shares is classified outside stockholders' equity because the shares are not readily traded and could be put to the Company for cash.
Treasury Stock: Treasury stock is accounted for by the cost method, whereby shares of common stock reacquired are recorded at their purchase price.
Trust Department Assets: Property held for customers in fiduciary or agency capacities is not included in the accompanying consolidated balance sheets, as such items are not assets of the Company.
Effect of New Financial Accounting Standards:
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 effective date as the date of initial application. Consequently, financial information will not be updated and
Page 73
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 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 minimum rental payments under current leasing standards for existing operating leases.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (CECL). The ASU changes the way entities recognize impairment of financial assets by requiring immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. Under the CECL model, we will be required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the "incurred loss" model required under current GAAP, which delays recognition until it is probable a loss has been incurred. Accordingly, we expect that the adoption of the CECL model will materially affect how we determine our allowance for loan losses and could require us to significantly increase our allowance. For public companies, ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. With the passage of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the option to delay CECL was provided until the earlier of the national health emergency being declared over or December 31, 2020. In December 2020, further legislation was passed titled the Coronavirus Response and Relief Supplemental Appropriations Act 2021 which extends the CECL delay until the earlier of 1) the first day of the fiscal year that begins after the national emergency termination date or 2) January 1, 2022. The Company elected to delay implementing CECL and continued to use the incurred loss method to calculate the allowance for loan losses as of and for the period ending December 31, 2020. The Company anticipates adopting CECL effective January 1, 2021 for the first quarter of 2021 based on the options provided under the December 2020 legislation passed.
The Company has implemented a software solution provided by a third party vendor to assist in the determination of the CECL model. Our current planned approach for estimating expected life-time credit losses for loans upon adoption includes the following key components:
•An initial forecast period of one year for all portfolio segments and off-balance-sheet credit exposures. This period reflects management’s expectation of losses based on forward-looking economic scenarios over that time.
•A historical loss forecast period covering the remaining contractual life, adjusted for prepayments, by portfolio segment based on the change in key historical economic variables.
•A reversion period of up to 3 years connecting the initial loss forecast to the historical loss forecast based on economic conditions at the measurement date.
•We will primarily utilize discounted cash flow (DCF) methods to estimate credit losses by portfolio segment. The DCF methods obtain estimated life-time credit losses using the conceptual components described above.
The adjustment upon adoption at January 1, 2021 will be an overall increase in our Allowance for Credit Losses (ACL) for loans of $2.00 million to $4.00 million. We will also record an unfunded commitments liability of $3.00 million to $4.00 million upon adoption. The future effects of CECL on our ACL will depend on the size and composition of our portfolio, the portfolio’s credit quality and economic conditions, as well as any refinements to our model, methodology and other key assumptions. We will recognize a one-time cumulative-effect adjustment to our ACL upon adoption of the new standard. The increase in the ACL will result in a decrease to our regulatory capital amounts and ratios. We estimate the ACL as of December 31, 2020 to be approximately $39 million to $42 million and the unfunded commitments liability to be approximately $2 million to $4 million.
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
Page 74
(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 on January 1, 2020 did not have a material impact on the financial statements.
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 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. Upon adoption, there was a $0.53 million reclassification recorded in stockholders' equity.
In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this ASU expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company adopted ASU 2018-07 for the period ending March 31, 2019. There was no material impact on the financial statements.
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 on January 1, 2020 did not have a material impact on the financial statements.
Page 75
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 adoption of ASU 2018-15 by the Company on January 1, 2020 did not have a material impact 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.
In July 2019, the FASB issued ASU No. 2019-07, Codification Updates to SEC Sections, Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates. The amendments in this ASU update the Codification to reflect the amendments of various SEC disclosure requirements that the agency determined were redundant, duplicative, overlapping, outdated or superseded. The SEC amended its disclosure rules in 2018 with the aim of providing investors with useful disclosure information and to simplify compliance without significantly altering the mix of the information being provided. This ASU was effective upon release and there was no material impact on the financial statements.
In November 2019, the FASB issued ASU No. 2019-08, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), Codification Improvements - Share-Based Consideration Payable to a Customer. The amendments in this ASU require that an entity measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. The amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award in accordance with Topic 718. The grant date is the date at which a grantor (supplier) and a grantee (customer) reach a mutual understanding of the key terms and conditions of a share-based payment award. The classification and subsequent measurement of the award are subject to the guidance in Topic 718 unless the share-based payment award is subsequently modified and the grantee is no longer a customer. The Company adopted ASU 2019-08 for the period ending December 31, 2019. There was no material impact on the financial statements.
In November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. The amendments in this ASU clarify or address stakeholders' specific issues about certain aspects of the amendments in ASU 2016-13 in the following areas: expected recoveries for purchased financial assets with credit deterioration, transition relief for troubled debt restructurings, disclosures related to accrued interest receivables and financial assets secured by collateral maintenance provisions. For public companies, ASU 2019-11 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 and will be adopted concurrently with ASU 2016-13. As noted above, we have elected to delay the adoption of ASU 2016-13 as permitted by the CARES Act and related extension.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing specific exceptions included in Topic 740, introducing other simplifications and making technical corrections. For public business entities, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early
Page 76
adoption is permitted. The adoption of the ASU by the Company on January 1, 2021 is not expected to have a material impact on the financial statements.
In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables - Nonrefundable Fees and Other Costs. The amendments in this Update clarify that an entity should reevaluate whether a callable debt security is within the scope of paragraph 310-20-35-33 for each reporting period. For each reporting period, to the extent that the amortized cost basis of an individual callable debt security exceeds the amount repayable by the issuer at the next call date, the excess (that is, the premium) shall be amortized to the next call date, unless the guidance in paragraph 310-20-35-26 is applied to consider estimated prepayments. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is not permitted. The adoption of the ASU by the Company on January 1, 2021 is not expected to have a material impact on the financial statements.
In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which consists of two sections. The first applicable section contains amendments that improve the consistency of the Codification by including all disclosure guidance in the appropriate disclosure section and provide the option to give certain information either on the face of the financial statements or in the notes to the financial statements. The second section contains Codification improvements that vary in nature. The amendments in this Update do not change GAAP and, therefore, are not expected to result in a significant change in practice. For public business entities, these amendments are effective for annual periods beginning after December 15, 2020. The adoption of the ASU by the Company on January 1, 2021 is not expected to have a material impact on the financial statements.
Note 2.Investment Securities
The carrying values of investment securities at December 31, 2020 and December 31, 2019 are summarized in the following table (Amounts in Thousands):
| December 31, 2020 | December 31, 2019 | ||||||||||||||||||||||
| Amount | Percent | Amount | Percent | ||||||||||||||||||||
| Securities available for sale | |||||||||||||||||||||||
| U.S. Treasury | $ | 148,646 | 36.40 | % | $ | 128,585 | 36.19 | % | |||||||||||||||
| Other securities (FHLB, FHLMC and FNMA) | 35,160 | 8.61 | % | 15,229 | 4.29 | % | |||||||||||||||||
| State and political subdivisions | 224,566 | 54.99 | % | 211,489 | 59.52 | % | |||||||||||||||||
| Total securities available for sale | $ | 408,372 | 100.00 | % | $ | 355,303 | 100.00 | % | |||||||||||||||
Page 77
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. The Company had no securities designated as trading or held to maturity in its portfolio at December 31, 2020 or 2019. The carrying amount of available-for-sale securities and their approximate fair values were as follows (Amounts in Thousands):
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized (Losses) | Estimated Fair Value | ||||||||||||||||||||
| December 31, 2020: | |||||||||||||||||||||||
| U.S. Treasury | $ | 143,467 | $ | 5,179 | $ | — | $ | 148,646 | |||||||||||||||
| Other securities (FHLB, FHLMC and FNMA) | 35,195 | 35 | (70) | 35,160 | |||||||||||||||||||
| State and political subdivisions | 218,008 | 6,674 | (116) | 224,566 | |||||||||||||||||||
| Total | $ | 396,670 | $ | 11,888 | $ | (186) | $ | 408,372 | |||||||||||||||
| December 31, 2019: | |||||||||||||||||||||||
| U.S. Treasury | $ | 127,096 | $ | 1,626 | $ | (137) | $ | 128,585 | |||||||||||||||
| Other securities (FHLB, FHLMC and FNMA) | 15,287 | — | (58) | 15,229 | |||||||||||||||||||
| State and political subdivisions | 208,686 | 2,938 | (135) | 211,489 | |||||||||||||||||||
| Total | $ | 351,069 | $ | 4,564 | $ | (330) | $ | 355,303 | |||||||||||||||
The amortized cost and estimated fair value of available-for-sale securities classified according to their contractual maturities at December 31, 2020, were as follows (Amounts in Thousands):
| Amortized Cost | Fair Value | ||||||||||
| Due in one year or less | $ | 59,305 | $ | 59,517 | |||||||
| Due after one year through five years | 232,753 | 239,309 | |||||||||
| Due after five years through ten years | 78,124 | 82,626 | |||||||||
| Due over ten years | 26,488 | 26,920 | |||||||||
| Total | $ | 396,670 | $ | 408,372 | |||||||
As of December 31, 2020, investment securities with a carrying value of $10.23 million were pledged to collateralize derivative financial instruments and other borrowings.
Sales proceeds and gross realized gains and losses on available-for-sale securities were as follows (in thousands):
| December 31, 2020 | December 31, 2019 | ||||||||||
| Sales proceeds | $ | 313 | $ | 12,467 | |||||||
| Gross realized gains | 10 | 24 | |||||||||
| Gross realized losses | — | 52 | |||||||||
Page 78
The following table shows the Company’s investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2020 and 2019 (Amounts in Thousands):
| Less than 12 months | 12 months or more | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | # | Fair Value | Unrealized Loss | % | # | Fair Value | Unrealized Loss | % | # | Fair Value | Unrealized Loss | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| of Securities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. Treasury | — | $ | — | $ | — | — | % | — | $ | — | $ | — | — | % | — | $ | — | $ | — | — | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other securities (FHLB, FHLMC and FNMA) | 8 | 20,019 | (70) | 0.35 | % | — | — | — | — | % | 8 | 20,019 | (70) | 0.35 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| State and political subdivisions | 35 | 14,168 | (110) | 0.78 | % | 4 | 370 | (6) | 1.62 | % | 39 | 14,538 | (116) | 0.80 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total temporarily impaired securities | 43 | $ | 34,187 | $ | (180) | 0.53 | % | 4 | $ | 370 | $ | (6) | 1.62 | % | 47 | $ | 34,557 | $ | (186) | 0.54 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Less than 12 months | 12 months or more | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | # | Fair Value | Unrealized Loss | % | # | Fair Value | Unrealized Loss | % | # | Fair Value | Unrealized Loss | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| of Securities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. Treasury | 11 | $ | 27,932 | $ | (136) | 0.49 | % | 1 | $ | 2,495 | $ | (1) | 0.04 | % | 12 | $ | 30,427 | $ | (137) | 0.45 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other securities (FHLB, FHLMC and FNMA) | — | — | — | — | % | 6 | 15,229 | (58) | 0.38 | % | 6 | 15,229 | (58) | 0.38 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| State and political subdivisions | 66 | 17,881 | (119) | 0.67 | % | 20 | 3,825 | (16) | 0.42 | % | 86 | 21,706 | (135) | 0.62 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total temporarily impaired securities | 77 | $ | 45,813 | $ | (255) | 0.56 | % | 27 | $ | 21,549 | $ | (75) | 0.35 | % | 104 | $ | 67,362 | $ | (330) | 0.49 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
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 credit quality that might result in the non-collection of contractual principal and interest. The unrealized losses are due to changes in interest rates. The Company has not recognized any unrealized loss in income because management does not have the intent to sell the securities included in the previous table. Management has concluded that it is more likely than not that the Company will not be required to sell these securities prior to recovery of the amortized cost basis.
Page 79
Note 3.Loans
Classes of loans are as follows:
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (Amounts In Thousands) | |||||||||||
| Agricultural | $ | 94,842 | $ | 91,317 | |||||||
| Commercial and financial | 286,242 | 221,323 | |||||||||
| Real estate: | |||||||||||
| Construction, 1 to 4 family residential | 71,117 | 80,209 | |||||||||
| Construction, land development and commercial | 111,913 | 108,410 | |||||||||
| Mortgage, farmland | 247,142 | 242,730 | |||||||||
| Mortgage, 1 to 4 family first liens | 892,089 | 910,742 | |||||||||
| Mortgage, 1 to 4 family junior liens | 127,833 | 149,227 | |||||||||
| Mortgage, multi-family | 374,014 | 350,761 | |||||||||
| Mortgage, commercial | 417,139 | 402,181 | |||||||||
| Loans to individuals | 31,325 | 32,308 | |||||||||
| Obligations of state and political subdivisions | 56,488 | 49,896 | |||||||||
| 2,710,144 | 2,639,104 | ||||||||||
| Net unamortized fees and costs | 938 | 933 | |||||||||
| 2,711,082 | 2,640,037 | ||||||||||
| Less allowance for loan losses | 37,070 | 33,760 | |||||||||
| $ | 2,674,012 | $ | 2,606,277 | ||||||||
As of December 31, 2020, the Company has outstanding balances of $86.5 million of loans issued under the Paycheck Protection Program (PPP) and $2.12 million of deferred PPP loan fees recorded with commercial and financial loans. For the year ended December 31, 2020, the Company has recognized $2.88 million of deferred PPP loan fees in interest income and has received forgiveness payments totaling $40.4 million from the SBA.
Page 80
Changes in the allowance for loan losses and the allowance for loan loss balance applicable to impaired loans and the related loan balance of impaired loans for the years ended December 31, 2020, 2019 and 2018 are as follows:
| 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) | |||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | 2,400 | $ | 4,988 | $ | 2,599 | $ | 3,950 | $ | 10,638 | $ | 7,859 | $ | 1,326 | $ | 33,760 | |||||||||||||||||||||||||||||||
| Charge-offs | (43) | (1,425) | (43) | (1) | (738) | (291) | (381) | (2,922) | |||||||||||||||||||||||||||||||||||||||
| Recoveries | 63 | 670 | 118 | 10 | 784 | 49 | 180 | 1,874 | |||||||||||||||||||||||||||||||||||||||
| Provision | 88 | 652 | (355) | 214 | 1,684 | 1,798 | 277 | 4,358 | |||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | 2,508 | $ | 4,885 | $ | 2,319 | $ | 4,173 | $ | 12,368 | $ | 9,415 | $ | 1,402 | $ | 37,070 | |||||||||||||||||||||||||||||||
| Ending balance, individually evaluated for impairment | $ | 86 | $ | 411 | $ | 7 | $ | — | $ | 93 | $ | 14 | $ | 51 | $ | 662 | |||||||||||||||||||||||||||||||
| Ending balance, collectively evaluated for impairment | $ | 2,422 | $ | 4,474 | $ | 2,312 | $ | 4,173 | $ | 12,275 | $ | 9,401 | $ | 1,351 | $ | 36,408 | |||||||||||||||||||||||||||||||
| Loan balances: | |||||||||||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | 94,842 | $ | 286,242 | $ | 183,030 | $ | 247,142 | $ | 1,019,922 | $ | 791,153 | $ | 87,813 | $ | 2,710,144 | |||||||||||||||||||||||||||||||
| Ending balance, individually evaluated for impairment | $ | 1,543 | $ | 2,191 | $ | 1,266 | $ | 2,061 | $ | 7,417 | $ | 6,200 | $ | 51 | $ | 20,729 | |||||||||||||||||||||||||||||||
| Ending balance, collectively evaluated for impairment | $ | 93,299 | $ | 284,051 | $ | 181,764 | $ | 245,081 | $ | 1,012,505 | $ | 784,953 | $ | 87,762 | $ | 2,689,415 | |||||||||||||||||||||||||||||||
| 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) | |||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | 2,789 | $ | 5,826 | $ | 3,292 | $ | 3,972 | $ | 12,516 | $ | 8,165 | $ | 1,250 | $ | 37,810 | |||||||||||||||||||||||||||||||
| Charge-offs | (266) | (981) | (45) | (6) | (896) | (341) | (434) | (2,969) | |||||||||||||||||||||||||||||||||||||||
| Recoveries | 95 | 646 | 8 | 5 | 700 | 180 | 165 | 1,799 | |||||||||||||||||||||||||||||||||||||||
| Provision | (218) | (503) | (656) | (21) | (1,682) | (145) | 345 | (2,880) | |||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | 2,400 | $ | 4,988 | $ | 2,599 | $ | 3,950 | $ | 10,638 | $ | 7,859 | $ | 1,326 | $ | 33,760 | |||||||||||||||||||||||||||||||
| Ending balance, individually evaluated for impairment | $ | 87 | $ | 792 | $ | — | $ | — | $ | 111 | $ | 1 | $ | 93 | $ | 1,084 | |||||||||||||||||||||||||||||||
| Ending balance, collectively evaluated for impairment | $ | 2,313 | $ | 4,196 | $ | 2,599 | $ | 3,950 | $ | 10,527 | $ | 7,858 | $ | 1,233 | $ | 32,676 | |||||||||||||||||||||||||||||||
| Loan balances: | |||||||||||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | 91,317 | $ | 221,323 | $ | 188,619 | $ | 242,730 | $ | 1,059,969 | $ | 752,942 | $ | 82,204 | $ | 2,639,104 | |||||||||||||||||||||||||||||||
| Ending balance, individually evaluated for impairment | $ | 1,730 | $ | 2,742 | $ | 421 | $ | 4,081 | $ | 8,670 | $ | 3,188 | $ | 93 | $ | 20,925 | |||||||||||||||||||||||||||||||
| Ending balance, collectively evaluated for impairment | $ | 89,587 | $ | 218,581 | $ | 188,198 | $ | 238,649 | $ | 1,051,299 | $ | 749,754 | $ | 82,111 | $ | 2,618,179 | |||||||||||||||||||||||||||||||
Page 81
| 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) | |||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | 2,294 | $ | 4,837 | $ | 2,989 | $ | 3,669 | $ | 8,668 | $ | 5,700 | $ | 1,243 | $ | 29,400 | |||||||||||||||||||||||||||||||
| Charge-offs | (95) | (585) | — | — | (830) | (251) | (561) | (2,322) | |||||||||||||||||||||||||||||||||||||||
| Recoveries | 119 | 1,057 | 148 | 30 | 612 | 107 | 162 | 2,235 | |||||||||||||||||||||||||||||||||||||||
| Provision | 471 | 517 | 155 | 273 | 4,066 | 2,609 | 406 | 8,497 | |||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | 2,789 | $ | 5,826 | $ | 3,292 | $ | 3,972 | $ | 12,516 | $ | 8,165 | $ | 1,250 | $ | 37,810 | |||||||||||||||||||||||||||||||
| Ending balance, individually evaluated for impairment | $ | 479 | $ | 1,189 | $ | 4 | $ | — | $ | 72 | $ | 306 | $ | 64 | $ | 2,114 | |||||||||||||||||||||||||||||||
| Ending balance, collectively evaluated for impairment | $ | 2,310 | $ | 4,637 | $ | 3,288 | $ | 3,972 | $ | 12,444 | $ | 7,859 | $ | 1,186 | $ | 35,696 | |||||||||||||||||||||||||||||||
| Loan balances: | |||||||||||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | 92,673 | $ | 229,501 | $ | 186,086 | $ | 236,454 | $ | 1,064,684 | $ | 735,748 | $ | 82,797 | $ | 2,627,943 | |||||||||||||||||||||||||||||||
| Ending balance, individually evaluated for impairment | $ | 2,460 | $ | 4,162 | $ | 1,137 | $ | 3,612 | $ | 7,012 | $ | 9,538 | $ | 64 | $ | 27,985 | |||||||||||||||||||||||||||||||
| Ending balance, collectively evaluated for impairment | $ | 90,213 | $ | 225,339 | $ | 184,949 | $ | 232,842 | $ | 1,057,672 | $ | 726,210 | $ | 82,733 | $ | 2,599,958 | |||||||||||||||||||||||||||||||
The Company evaluates the following loans to determine impairment: 1) all nonaccrual and TDR loans, 2) all non consumer and non 1 to 4 family residential loans with prior charge-offs, 3) all non consumer and non 1 to 4 family loan relationships classified as substandard and 4) loans with indications of or suspected deteriorating credit quality.
Page 82
The following table presents the credit quality indicators by type of loans in each category as of December 31, 2020:
| Agricultural | Commercial and Financial | Real Estate: Construction, 1 to 4 family residential | Real Estate: Construction, land development and commercial | ||||||||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||
| Grade: | |||||||||||||||||||||||
| Excellent | $ | 3,761 | $ | 9,024 | $ | — | $ | 227 | |||||||||||||||
| Good | 12,369 | 62,310 | 13,675 | 15,187 | |||||||||||||||||||
| Satisfactory | 42,015 | 144,999 | 41,616 | 64,301 | |||||||||||||||||||
| Monitor | 29,381 | 56,439 | 13,654 | 23,368 | |||||||||||||||||||
| Special Mention | 5,143 | 8,258 | 1,857 | 7,137 | |||||||||||||||||||
| Substandard | 2,173 | 5,212 | 315 | 1,693 | |||||||||||||||||||
| Total | $ | 94,842 | $ | 286,242 | $ | 71,117 | $ | 111,913 | |||||||||||||||
| 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 | ||||||||||||||||||||
| 2020 | |||||||||||||||||||||||
| Grade: | |||||||||||||||||||||||
| Excellent | $ | 5,706 | $ | 2,303 | $ | 204 | $ | 14,650 | |||||||||||||||
| Good | 41,878 | 47,233 | 3,707 | 57,281 | |||||||||||||||||||
| Satisfactory | 129,210 | 701,273 | 115,731 | 197,493 | |||||||||||||||||||
| Monitor | 61,298 | 114,207 | 5,153 | 70,885 | |||||||||||||||||||
| Special Mention | 6,074 | 12,890 | 1,307 | 15,374 | |||||||||||||||||||
| Substandard | 2,976 | 14,183 | 1,731 | 18,331 | |||||||||||||||||||
| Total | $ | 247,142 | $ | 892,089 | $ | 127,833 | $ | 374,014 | |||||||||||||||
| Real Estate: Mortgage, commercial | Loans to individuals | Obligations of state and political subdivisions | Total | ||||||||||||||||||||
| 2020 | |||||||||||||||||||||||
| Grade: | |||||||||||||||||||||||
| Excellent | $ | 26,940 | $ | 1 | $ | 6,752 | $ | 69,568 | |||||||||||||||
| Good | 92,699 | 145 | 13,094 | 359,578 | |||||||||||||||||||
| Satisfactory | 196,310 | 30,487 | 26,571 | 1,690,006 | |||||||||||||||||||
| Monitor | 77,125 | 479 | 9,924 | 461,913 | |||||||||||||||||||
| Special Mention | 19,731 | 127 | 147 | 78,045 | |||||||||||||||||||
| Substandard | 4,334 | 86 | — | 51,034 | |||||||||||||||||||
| Total | $ | 417,139 | $ | 31,325 | $ | 56,488 | $ | 2,710,144 | |||||||||||||||
Page 83
The following table presents the credit quality indicators by type of loans in each category as of December 31, 2019:
| Agricultural | Commercial and Financial | Real Estate: Construction, 1 to 4 family residential | Real Estate: Construction, land development and commercial | ||||||||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||
| Grade: | |||||||||||||||||||||||
| Excellent | $ | 3,594 | $ | 3,461 | $ | 260 | $ | 190 | |||||||||||||||
| Good | 12,380 | 47,843 | 8,868 | 23,217 | |||||||||||||||||||
| Satisfactory | 43,308 | 117,114 | 51,093 | 47,987 | |||||||||||||||||||
| Monitor | 24,857 | 44,543 | 17,505 | 29,009 | |||||||||||||||||||
| Special Mention | 3,110 | 5,157 | 2,483 | 7,428 | |||||||||||||||||||
| Substandard | 4,068 | 3,205 | — | 579 | |||||||||||||||||||
| Total | $ | 91,317 | $ | 221,323 | $ | 80,209 | $ | 108,410 | |||||||||||||||
| 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 | ||||||||||||||||||||
| 2019 | |||||||||||||||||||||||
| Grade: | |||||||||||||||||||||||
| Excellent | $ | 3,630 | $ | 3,209 | $ | 261 | $ | 18,955 | |||||||||||||||
| Good | 40,118 | 32,474 | 4,233 | 47,871 | |||||||||||||||||||
| Satisfactory | 134,738 | 751,215 | 136,079 | 189,391 | |||||||||||||||||||
| Monitor | 53,147 | 96,353 | 5,473 | 60,965 | |||||||||||||||||||
| Special Mention | 3,033 | 11,167 | 1,469 | 27,559 | |||||||||||||||||||
| Substandard | 8,064 | 16,324 | 1,712 | 6,020 | |||||||||||||||||||
| Total | $ | 242,730 | $ | 910,742 | $ | 149,227 | $ | 350,761 | |||||||||||||||
| Real Estate: Mortgage, commercial | Loans to individuals | Obligations of state and political subdivisions | Total | ||||||||||||||||||||
| 2019 | |||||||||||||||||||||||
| Grade: | |||||||||||||||||||||||
| Excellent | $ | 27,017 | $ | — | $ | 7,444 | $ | 68,021 | |||||||||||||||
| Good | 79,467 | 221 | 14,465 | 311,157 | |||||||||||||||||||
| Satisfactory | 206,196 | 31,385 | 20,274 | 1,728,780 | |||||||||||||||||||
| Monitor | 81,381 | 437 | 7,323 | 420,993 | |||||||||||||||||||
| Special Mention | 4,802 | 212 | 390 | 66,810 | |||||||||||||||||||
| Substandard | 3,318 | 53 | — | 43,343 | |||||||||||||||||||
| Total | $ | 402,181 | $ | 32,308 | $ | 49,896 | $ | 2,639,104 | |||||||||||||||
Page 84
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 85
Past due loans as of December 31, 2020 and 2019 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) | |||||||||||||||||||||||||||||||||||||||||
| December 31, 2020 | |||||||||||||||||||||||||||||||||||||||||
| Agricultural | $ | 438 | $ | — | $ | 629 | $ | 1,067 | $ | 93,775 | $ | 94,842 | $ | 111 | |||||||||||||||||||||||||||
| Commercial and financial | 867 | 195 | 140 | 1,202 | 285,040 | 286,242 | 20 | ||||||||||||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 190 | — | 536 | 726 | 70,391 | 71,117 | 536 | ||||||||||||||||||||||||||||||||||
| Construction, land development and commercial | — | — | — | — | 111,913 | 111,913 | — | ||||||||||||||||||||||||||||||||||
| Mortgage, farmland | 279 | 28 | — | 307 | 246,835 | 247,142 | — | ||||||||||||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 4,969 | 1,342 | 2,486 | 8,797 | 883,292 | 892,089 | 342 | ||||||||||||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | 436 | 21 | 155 | 612 | 127,221 | 127,833 | 47 | ||||||||||||||||||||||||||||||||||
| Mortgage, multi-family | — | — | — | — | 374,014 | 374,014 | — | ||||||||||||||||||||||||||||||||||
| Mortgage, commercial | 783 | — | 461 | 1,244 | 415,895 | 417,139 | — | ||||||||||||||||||||||||||||||||||
| Loans to individuals | 218 | 59 | 4 | 281 | 31,044 | 31,325 | — | ||||||||||||||||||||||||||||||||||
| Obligations of state and political subdivisions | — | — | — | — | 56,488 | 56,488 | — | ||||||||||||||||||||||||||||||||||
| $ | 8,180 | $ | 1,645 | $ | 4,411 | $ | 14,236 | $ | 2,695,908 | $ | 2,710,144 | $ | 1,056 | ||||||||||||||||||||||||||||
Page 86
| 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) | |||||||||||||||||||||||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||||||||||||||||||||
| Agricultural | $ | 163 | $ | 275 | $ | 122 | $ | 560 | $ | 90,757 | $ | 91,317 | $ | 48 | |||||||||||||||||||||||||||
| Commercial and financial | 1,076 | 229 | 101 | 1,406 | 219,917 | 221,323 | 65 | ||||||||||||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 635 | — | — | 635 | 79,574 | 80,209 | — | ||||||||||||||||||||||||||||||||||
| Construction, land development and commercial | 215 | 101 | — | 316 | 108,094 | 108,410 | — | ||||||||||||||||||||||||||||||||||
| Mortgage, farmland | 736 | — | 610 | 1,346 | 241,384 | 242,730 | — | ||||||||||||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 5,026 | 3,100 | 4,149 | 12,275 | 898,467 | 910,742 | 354 | ||||||||||||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | 813 | 126 | 233 | 1,172 | 148,055 | 149,227 | 139 | ||||||||||||||||||||||||||||||||||
| Mortgage, multi-family | — | 97 | — | 97 | 350,664 | 350,761 | — | ||||||||||||||||||||||||||||||||||
| Mortgage, commercial | 321 | 489 | — | 810 | 401,371 | 402,181 | — | ||||||||||||||||||||||||||||||||||
| Loans to individuals | 226 | 55 | 15 | 296 | 32,012 | 32,308 | — | ||||||||||||||||||||||||||||||||||
| Obligations of state and political subdivisions | — | — | — | — | 49,896 | 49,896 | — | ||||||||||||||||||||||||||||||||||
| $ | 9,211 | $ | 4,472 | $ | 5,230 | $ | 18,913 | $ | 2,620,191 | $ | 2,639,104 | $ | 606 | ||||||||||||||||||||||||||||
The Company does not have a significant 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.
Accruing loans past due 90 days or more increased $0.45 million from December 31, 2019 to December 31, 2020. As of December 31, 2020 and 2019, accruing loans past due 90 days or more were 0.04% and 0.02% of total loans, respectively. The average balance of the accruing loans past due 90 days or more increased in 2020 as compared to 2019. The average 90 days or more past due accruing loan balance per loan was $0.09 million as of December 31, 2020 compared to $0.08 million as of December 31, 2019. The loans 90 days or more past due and still accruing are believed to be adequately collateralized. Loans are placed on nonaccrual status when management believes the collection of future principal and interest is not reasonably assured.
Page 87
Certain impaired loan information by loan type at December 31, 2020 and 2019 was as follows:
| December 31, 2020 | December 31, 2019 | ||||||||||||||||||||||||||||||||||
| Nonaccrual loans (1) | Accruing loans past due 90 days or more | TDR loans | Nonaccrual loans (1) | Accruing loans past due 90 days or more | TDR loans | ||||||||||||||||||||||||||||||
| (Amounts In Thousands) | (Amounts In Thousands) | ||||||||||||||||||||||||||||||||||
| Agricultural | $ | 1,252 | $ | 111 | $ | 85 | $ | 1,192 | $ | 48 | $ | 404 | |||||||||||||||||||||||
| Commercial and financial | 479 | 20 | 1,263 | 679 | 65 | 1,934 | |||||||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 315 | 536 | — | — | — | — | |||||||||||||||||||||||||||||
| Construction, land development and commercial | 204 | — | 211 | — | — | 320 | |||||||||||||||||||||||||||||
| Mortgage, farmland | 446 | — | 1,616 | 1,369 | — | 2,712 | |||||||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 4,331 | 342 | 1,751 | 6,558 | 354 | 1,626 | |||||||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | 193 | 47 | 20 | 94 | 139 | — | |||||||||||||||||||||||||||||
| Mortgage, multi-family | 79 | — | 1,695 | 97 | — | 1,719 | |||||||||||||||||||||||||||||
| Mortgage, commercial | 1,550 | — | 3,610 | 779 | — | 593 | |||||||||||||||||||||||||||||
| Loans to individuals | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| $ | 8,849 | $ | 1,056 | $ | 10,251 | $ | 10,768 | $ | 606 | $ | 9,308 | ||||||||||||||||||||||||
(1)There were $2.97 million and $4.34 million of TDR loans included within nonaccrual loans as of December 31, 2020 and 2019, respectively.
The Company may modify the terms of a loan to maximize the collection of amounts due. In most cases, the modification is 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 financial 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.
Section 4013 of the CARES Act, “Temporary Relief From Troubled Debt Restructurings,” allows financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time during the COVID-19 pandemic. In March 2020, various regulatory agencies, including the FRB and the FDIC, issued an interagency statement, effective immediately, on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not to be considered TDRs. This includes short-term (e.g., six months) modifications, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. As of December 31, 2020, the total amount of the eligible loans in deferral (deferral of principal and/or interest) that met the requirements set forth under the interagency statement and therefore were not considered TDRs was 13 loans, totaling $9.4 million.
Throughout 2020, COVID-19 related payment deferrals provided for customers totaled approximately 14.82% of total loans. As of December 31, 2020, COVID-19 related payment deferrals were approximately 1.20% of total loans.
Page 88
Below is a summary of information for TDR loans as of December 31, 2020 and 2019:
| December 31, 2020 | |||||||||||||||||
| Number of contracts | Recorded investment | Commitments outstanding | |||||||||||||||
| (Dollar Amounts In Thousands) | |||||||||||||||||
| Agricultural | 6 | $ | 1,028 | $ | — | ||||||||||||
| Commercial and financial | 17 | 1,743 | 35 | ||||||||||||||
| Real estate: | |||||||||||||||||
| Construction, 1 to 4 family residential | — | — | — | ||||||||||||||
| Construction, land development and commercial | 1 | 211 | 4 | ||||||||||||||
| Mortgage, farmland | 6 | 2,009 | — | ||||||||||||||
| Mortgage, 1 to 4 family first liens | 17 | 1,898 | — | ||||||||||||||
| Mortgage, 1 to 4 family junior liens | 1 | 20 | — | ||||||||||||||
| Mortgage, multi-family | 2 | 1,695 | — | ||||||||||||||
| Mortgage, commercial | 13 | 4,621 | — | ||||||||||||||
| Loans to individuals | — | — | — | ||||||||||||||
| 63 | $ | 13,225 | $ | 39 | |||||||||||||
| December 31, 2019 | |||||||||||||||||
| Number of contracts | Recorded investment | Commitments outstanding | |||||||||||||||
| (Dollar Amounts In Thousands) | |||||||||||||||||
| Agricultural | 9 | $ | 1,552 | $ | 3 | ||||||||||||
| Commercial and financial | 16 | 2,641 | 95 | ||||||||||||||
| Real estate: | |||||||||||||||||
| Construction, 1 to 4 family residential | — | — | — | ||||||||||||||
| Construction, land development and commercial | 2 | 320 | — | ||||||||||||||
| Mortgage, farmland | 8 | 4,021 | — | ||||||||||||||
| Mortgage, 1 to 4 family first liens | 16 | 2,083 | — | ||||||||||||||
| Mortgage, 1 to 4 family junior liens | — | — | — | ||||||||||||||
| Mortgage, multi-family | 2 | 1,719 | — | ||||||||||||||
| Mortgage, commercial | 7 | 1,373 | — | ||||||||||||||
| Loans to individuals | — | — | — | ||||||||||||||
| 60 | $ | 13,709 | $ | 98 | |||||||||||||
Page 89
A summary of TDR loans that were modified during the year ended December 31, 2020 and 2019 was as follows:
| December 31, 2020 | |||||||||||||||||
| Number of Contracts | Pre-modification recorded investment | Post-modification recorded investment | |||||||||||||||
| ( Dollar Amounts In Thousands) | |||||||||||||||||
| Agricultural | 2 | $ | 93 | $ | 93 | ||||||||||||
| Commercial and financial | 7 | 623 | 623 | ||||||||||||||
| Real estate: | |||||||||||||||||
| Construction, 1 to 4 family residential | — | — | — | ||||||||||||||
| Construction, land development and commercial | — | — | — | ||||||||||||||
| Mortgage, farmland | — | — | — | ||||||||||||||
| Mortgage, 1 to 4 family first liens | 6 | 283 | 283 | ||||||||||||||
| Mortgage, 1 to 4 family junior liens | 1 | 20 | 20 | ||||||||||||||
| Mortgage, multi-family | — | — | — | ||||||||||||||
| Mortgage, commercial | 7 | 3,635 | 3,635 | ||||||||||||||
| Loans to individuals | — | — | — | ||||||||||||||
| 23 | $ | 4,654 | $ | 4,654 | |||||||||||||
| December 31, 2019 | |||||||||||||||||
| Number of Contracts | Pre-modification recorded investment | Post-modification recorded investment | |||||||||||||||
| ( Dollar Amounts In Thousands) | |||||||||||||||||
| Agricultural | 4 | $ | 574 | $ | 574 | ||||||||||||
| Commercial and financial | 5 | 503 | 503 | ||||||||||||||
| Real estate: | |||||||||||||||||
| Construction, 1 to 4 family residential | — | — | — | ||||||||||||||
| Construction, land development and commercial | — | — | — | ||||||||||||||
| Mortgage, farmland | 1 | 620 | 620 | ||||||||||||||
| Mortgage, 1 to 4 family first liens | 3 | 705 | 705 | ||||||||||||||
| Mortgage, 1 to 4 family junior liens | — | — | — | ||||||||||||||
| Mortgage, multi-family | 2 | 1,719 | 1,719 | ||||||||||||||
| Mortgage, commercial | — | — | — | ||||||||||||||
| Loans to individuals | — | — | — | ||||||||||||||
| 15 | $ | 4,121 | $ | 4,121 | |||||||||||||
The Bank has commitments to lend additional borrowings to TDR loan customers. These commitments are in the normal course of business and allow the borrowers to build pre-sold homes and commercial property which increase their overall cash flow. The additional borrowings are not used to facilitate payments on these loans.
There were no TDR loans modified during the year that were in payment default (defined as past due 90 days or more) as of December 31, 2020 and one as of December 31, 2019 totaling $0.065 million.
Page 90
Information regarding impaired loans as of and for the year ended December 31, 2020 is as follows:
| Recorded Investment | Unpaid Principal Balance | Related Allowance | Average Recorded Investment | Interest Income Recognized | |||||||||||||||||||||||||
| (Amounts in Thousands) | |||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||
| With no related allowance recorded: | |||||||||||||||||||||||||||||
| Agricultural | $ | 1,337 | $ | 1,928 | $ | — | $ | 1,518 | $ | 24 | |||||||||||||||||||
| Commercial and financial | 1,520 | 2,907 | — | 2,054 | 85 | ||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 315 | 337 | — | 475 | — | ||||||||||||||||||||||||
| Construction, land development and commercial | 415 | 421 | — | 420 | 13 | ||||||||||||||||||||||||
| Mortgage, farmland | 2,061 | 2,598 | — | 3,008 | 120 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 6,253 | 8,013 | — | 6,578 | 108 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | 108 | 350 | — | 134 | — | ||||||||||||||||||||||||
| Mortgage, multi-family | 1,773 | 1,898 | — | 1,795 | 80 | ||||||||||||||||||||||||
| Mortgage, commercial | 4,124 | 4,960 | — | 4,315 | 126 | ||||||||||||||||||||||||
| Loans to individuals | — | 47 | — | — | — | ||||||||||||||||||||||||
| $ | 17,906 | $ | 23,459 | $ | — | $ | 20,297 | $ | 556 | ||||||||||||||||||||
| With an allowance recorded: | |||||||||||||||||||||||||||||
| Agricultural | $ | 206 | $ | 206 | $ | 86 | $ | 141 | $ | 14 | |||||||||||||||||||
| Commercial and financial | 671 | 724 | 411 | 755 | 27 | ||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 536 | 536 | 7 | 486 | 24 | ||||||||||||||||||||||||
| Construction, land development and commercial | — | — | — | — | — | ||||||||||||||||||||||||
| Mortgage, farmland | — | — | — | — | — | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 924 | 975 | 56 | 955 | 25 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | 132 | 158 | 37 | 149 | 2 | ||||||||||||||||||||||||
| Mortgage, multi-family | — | — | — | — | — | ||||||||||||||||||||||||
| Mortgage, commercial | 303 | 304 | 14 | 306 | 3 | ||||||||||||||||||||||||
| Loans to individuals | 51 | 51 | 51 | 53 | 3 | ||||||||||||||||||||||||
| $ | 2,823 | $ | 2,954 | $ | 662 | $ | 2,845 | $ | 98 | ||||||||||||||||||||
| Total: | |||||||||||||||||||||||||||||
| Agricultural | $ | 1,543 | $ | 2,134 | $ | 86 | $ | 1,659 | $ | 38 | |||||||||||||||||||
| Commercial and financial | 2,191 | 3,631 | 411 | 2,809 | 112 | ||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 851 | 873 | 7 | 961 | 24 | ||||||||||||||||||||||||
| Construction, land development and commercial | 415 | 421 | — | 420 | 13 | ||||||||||||||||||||||||
| Mortgage, farmland | 2,061 | 2,598 | — | 3,008 | 120 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 7,177 | 8,988 | 56 | 7,533 | 133 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | 240 | 508 | 37 | 283 | 2 | ||||||||||||||||||||||||
| Mortgage, multi-family | 1,773 | 1,898 | — | 1,795 | 80 | ||||||||||||||||||||||||
| Mortgage, commercial | 4,427 | 5,264 | 14 | 4,621 | 129 | ||||||||||||||||||||||||
| Loans to individuals | 51 | 98 | 51 | 53 | 3 | ||||||||||||||||||||||||
| $ | 20,729 | $ | 26,413 | $ | 662 | $ | 23,142 | $ | 654 | ||||||||||||||||||||
Page 91
Information regarding impaired loans as of and for the year ended December 31, 2019 is as follows:
| Recorded Investment | Unpaid Principal Balance | Related Allowance | Average Recorded Investment | Interest Income Recognized | |||||||||||||||||||||||||
| (Amounts in Thousands) | |||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||
| With no related allowance recorded: | |||||||||||||||||||||||||||||
| Agricultural | $ | 1,596 | $ | 2,157 | $ | — | $ | 1,785 | $ | 37 | |||||||||||||||||||
| Commercial and financial | 1,340 | 2,220 | — | 1,617 | 64 | ||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 101 | 144 | — | 106 | — | ||||||||||||||||||||||||
| Construction, land development and commercial | 320 | 336 | — | 324 | 18 | ||||||||||||||||||||||||
| Mortgage, farmland | 4,081 | 4,613 | — | 4,144 | 157 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 7,157 | 9,015 | — | 6,822 | 51 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | — | 246 | — | — | — | ||||||||||||||||||||||||
| Mortgage, multi-family | 1,816 | 1,930 | — | 1,873 | 83 | ||||||||||||||||||||||||
| Mortgage, commercial | 1,302 | 1,852 | — | 1,364 | 26 | ||||||||||||||||||||||||
| Loans to individuals | — | 14 | — | — | — | ||||||||||||||||||||||||
| $ | 17,713 | $ | 22,527 | $ | — | $ | 18,035 | $ | 436 | ||||||||||||||||||||
| With an allowance recorded: | |||||||||||||||||||||||||||||
| Agricultural | $ | 134 | $ | 134 | $ | 87 | $ | 287 | $ | 17 | |||||||||||||||||||
| Commercial and financial | 1,402 | 1,539 | 792 | 1,510 | 83 | ||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | — | — | — | — | — | ||||||||||||||||||||||||
| Construction, land development and commercial | — | — | — | — | — | ||||||||||||||||||||||||
| Mortgage, farmland | — | — | — | — | — | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 1,280 | 1,501 | 64 | 1,318 | 29 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | 233 | 233 | 47 | 239 | 6 | ||||||||||||||||||||||||
| Mortgage, multi-family | — | — | — | — | — | ||||||||||||||||||||||||
| Mortgage, commercial | 70 | 70 | 1 | 73 | 4 | ||||||||||||||||||||||||
| Loans to individuals | 93 | 93 | 93 | 62 | 2 | ||||||||||||||||||||||||
| $ | 3,212 | $ | 3,570 | $ | 1,084 | $ | 3,489 | $ | 141 | ||||||||||||||||||||
| Total: | |||||||||||||||||||||||||||||
| Agricultural | $ | 1,730 | $ | 2,291 | $ | 87 | $ | 2,072 | $ | 54 | |||||||||||||||||||
| Commercial and financial | 2,742 | 3,759 | 792 | 3,127 | 147 | ||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 101 | 144 | — | 106 | — | ||||||||||||||||||||||||
| Construction, land development and commercial | 320 | 336 | — | 324 | 18 | ||||||||||||||||||||||||
| Mortgage, farmland | 4,081 | 4,613 | — | 4,144 | 157 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 8,437 | 10,516 | 64 | 8,140 | 80 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | 233 | 479 | 47 | 239 | 6 | ||||||||||||||||||||||||
| Mortgage, multi-family | 1,816 | 1,930 | — | 1,873 | 83 | ||||||||||||||||||||||||
| Mortgage, commercial | 1,372 | 1,922 | 1 | 1,437 | 30 | ||||||||||||||||||||||||
| Loans to individuals | 93 | 107 | 93 | 62 | 2 | ||||||||||||||||||||||||
| $ | 20,925 | $ | 26,097 | $ | 1,084 | $ | 21,524 | $ | 577 | ||||||||||||||||||||
Page 92
Information regarding impaired loans as of and for the year ended December 31, 2018 is as follows:
| Recorded Investment | Unpaid Principal Balance | Related Allowance | Average Recorded Investment | Interest Income Recognized | |||||||||||||||||||||||||
| (Amounts in Thousands) | |||||||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||
| With no related allowance recorded: | |||||||||||||||||||||||||||||
| Agricultural | $ | 1,395 | $ | 1,663 | $ | — | $ | 1,071 | $ | 23 | |||||||||||||||||||
| Commercial and financial | 1,650 | 2,503 | — | 1,977 | 58 | ||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 111 | 148 | — | 113 | — | ||||||||||||||||||||||||
| Construction, land development and commercial | 328 | 344 | — | 333 | 18 | ||||||||||||||||||||||||
| Mortgage, farmland | 3,612 | 4,071 | — | 3,068 | 89 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 6,089 | 7,819 | — | 6,435 | 36 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | — | 254 | — | — | — | ||||||||||||||||||||||||
| Mortgage, multi-family | 145 | 213 | — | 153 | — | ||||||||||||||||||||||||
| Mortgage, commercial | 1,871 | 2,486 | — | 1,940 | 42 | ||||||||||||||||||||||||
| Loans to individuals | — | 14 | — | — | — | ||||||||||||||||||||||||
| $ | 15,201 | $ | 19,515 | $ | — | $ | 15,090 | $ | 266 | ||||||||||||||||||||
| With an allowance recorded: | |||||||||||||||||||||||||||||
| Agricultural | $ | 1,065 | $ | 1,229 | $ | 479 | $ | 980 | $ | 7 | |||||||||||||||||||
| Commercial and financial | 2,512 | 2,512 | 1,189 | 2,793 | 107 | ||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 698 | 698 | 4 | 622 | 28 | ||||||||||||||||||||||||
| Construction, land development and commercial | — | — | — | — | — | ||||||||||||||||||||||||
| Mortgage, farmland | — | — | — | — | — | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 899 | 974 | 70 | 888 | 25 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | 24 | 24 | 2 | 25 | 1 | ||||||||||||||||||||||||
| Mortgage, multi-family | 7,447 | 7,447 | 305 | 7,543 | 346 | ||||||||||||||||||||||||
| Mortgage, commercial | 75 | 75 | 1 | 77 | 4 | ||||||||||||||||||||||||
| Loans to individuals | 64 | 64 | 64 | 77 | 9 | ||||||||||||||||||||||||
| $ | 12,784 | $ | 13,023 | $ | 2,114 | $ | 13,005 | $ | 527 | ||||||||||||||||||||
| Total: | |||||||||||||||||||||||||||||
| Agricultural | $ | 2,460 | $ | 2,892 | $ | 479 | $ | 2,051 | $ | 30 | |||||||||||||||||||
| Commercial and financial | 4,162 | 5,015 | 1,189 | 4,770 | 165 | ||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 809 | 846 | 4 | 735 | 28 | ||||||||||||||||||||||||
| Construction, land development and commercial | 328 | 344 | — | 333 | 18 | ||||||||||||||||||||||||
| Mortgage, farmland | 3,612 | 4,071 | — | 3,068 | 89 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 6,988 | 8,793 | 70 | 7,323 | 61 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | 24 | 278 | 2 | 25 | 1 | ||||||||||||||||||||||||
| Mortgage, multi-family | 7,592 | 7,660 | 305 | 7,696 | 346 | ||||||||||||||||||||||||
| Mortgage, commercial | 1,946 | 2,561 | 1 | 2,017 | 46 | ||||||||||||||||||||||||
| Loans to individuals | 64 | 78 | 64 | 77 | 9 | ||||||||||||||||||||||||
| $ | 27,985 | $ | 32,538 | $ | 2,114 | $ | 28,095 | $ | 793 | ||||||||||||||||||||
Page 93
Impaired loans decreased by $0.20 million from December 31, 2019 to December 31, 2020. Impaired loans include any loan that has been placed on nonaccrual status, accruing loans past due 90 days or more, TDR loans and specific reserve loans. Impaired loans also include loans that, based on management’s evaluation of current information and events, the Bank expects to be unable to collect in full according to the contractual terms of the original loan agreement. Impaired loans were 0.76% and 0.79% of loans held for investment as of December 31, 2020 and 2019, respectively. The decrease in impaired loans is due mainly to a decrease in nonaccrual loans of $1.92 million and offset by an increase of accruing loans past due 90 days or more of $0.45 million, an increase of $0.43 million in specific reserve loans and an increase in TDR loans of $0.94 million from December 31, 2019 to December 31, 2020.
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 that can be identified as uncollectible. In general, this is the amount that the carrying value of the loan exceeds the related appraised value. 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 additional charge-off or loss allocations based on the applicable facts and circumstances. In instances where there is an estimated decline in value, either a loss allocation is 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 loss allocation 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.
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 helping to determine 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.
The Company separates its portfolio loans and leases into segments for determining the allowance for loan losses. The Company's portfolio segments includes agricultural, commercial and financial, real estate, loans to individuals and obligations of state and political subdivisions. The Company further separates its portfolio into classes for purposes of monitoring and assessing credit quality based on certain risk characteristics. Classes with the real estate portfolio segment includes 1 to 4 family residential constructions, land development and commercial construction, farmland, 1 to 4 family first liens, 1 to 4 family junior liens, multi-family and commercial.
Loans that exhibit probable or observed credit weaknesses, as well as loans that have been modified in a TDR, are subject to individual review for impairment. When individual loans are reviewed for impairment, the Company determines allowances based on management's estimate of the borrower's ability to repay the loan given the availability of the collateral, other sources of cash flow, as well as evaluation of legal options available. Allowances for impaired loans are measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the underlying collateral.
Historical loss rates are applied to loans that are not individually reviewed for impairment. The 20 quarter migration analysis performed by management uses loan level attributes to track the movement of loans through the various credit risk rating categories in order to estimate the percentage of historical loss to apply to each specific credit risk rating in each loan category. The credit risk rating system currently utilized for allowance analysis purposes encompasses six categories.
Page 94
The Company's allowance for loan loss 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 changes in lending policies and procedures; changes in national and local economic and business conditions; changes in the nature and volume of the loan portfolio; changes in the experience, ability and depth of lending management and staff; changes in the quality of the Bank's loan review system; the existence and effect of concentrations of credit; and the effect of any other identified external factors.
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. As the Company adds new products and increases the complexity of its loan portfolio, it will enhance its methodology accordingly. Although management believes the levels of the allowance for loan losses as of December 31, 2020 and 2019 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.
Note 4.Property and Equipment
The major classes of property and equipment and the total accumulated depreciation are as follows:
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (Amounts In Thousands) | |||||||||||
| Land | $ | 11,266 | $ | 11,261 | |||||||
| Buildings and improvements | 37,512 | 37,261 | |||||||||
| Furniture and equipment | 40,053 | 38,449 | |||||||||
| 88,831 | 86,971 | ||||||||||
| Less accumulated depreciation | 52,953 | 49,825 | |||||||||
| Net | $ | 35,878 | $ | 37,146 | |||||||
Note 5.Leases
The Bank leases branch offices, parking facilities and certain equipment under operating leases. The leases have remaining lease terms of 1 year to 15 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 years ended December 31, 2020 and 2019, total operating lease expense was $0.56 million and $0.62 million, respectively, and is included in occupancy expenses in the consolidated statement of income. Included in this were $0.47 million and $0.53 million of operating lease costs, respectively, $0.03 million and $0.03 million of short term lease costs, respectively, and $0.06 million and $0.06 million of variable lease costs, respectively.
For the years ended December 31, 2020 and 2019, cash paid for amounts included in the measurement of operating lease liabilities was $0.47 million and $0.53 million, respectively, and right-of-use assets obtained in exchange for lease obligations was $0.05 million and $3.58 million, respectively.
As of December 31, 2020 and 2019, operating lease right-of-use assets included in other assets was $2.86 million and $3.20 million, respectively. Operating lease liabilities was $2.91 million and $3.23 million, respectively. The weighted average remaining lease term for operating leases was 10.27 years and 10.86 years, respectively, and the weighted average discount rate for operating leases was 3.45% and 3.46%, respectively. Discount rates used were determined from FHLB borrowing rates for comparable terms.
Page 95
As of December 31, 2020, maturities of lease liabilities were as follows:
| Year ending December 31: | (Amounts In Thousands) | ||||
| 2021 | 472 | ||||
| 2022 | 464 | ||||
| 2023 | 317 | ||||
| 2024 | 250 | ||||
| 2025 | 253 | ||||
| Thereafter | 1,756 | ||||
| Total lease payments | 3,512 | ||||
| Less imputed interest | (601) | ||||
| $ | 2,911 | ||||
Note 6.Interest - Bearing Deposits
A summary of these deposits is as follows:
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (Amounts In Thousands) | |||||||||||
| NOW and other demand | $ | 801,550 | $ | 610,271 | |||||||
| Savings | 1,161,324 | 981,827 | |||||||||
| Time, $100,000 and over | 327,861 | 292,982 | |||||||||
| Other time | 369,643 | 388,672 | |||||||||
| $ | 2,660,378 | $ | 2,273,752 | ||||||||
Brokered deposits totaled $74.08 million and $109.29 million as of December 31, 2020 and 2019, respectively, with an average interest rate of 0.34% and 1.65% as of December 31, 2020 and 2019, respectively. As of December 31, 2020, brokered deposits of $74.08 million are included in savings deposits. At December 31, 2019, brokered deposits of $109.29 million were included in savings deposits.
Time deposits have a maturity as follows:
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (Amounts In Thousands) | |||||||||||
| Due in one year or less | $ | 307,962 | $ | 324,554 | |||||||
| Due after one year through two years | 190,763 | 124,527 | |||||||||
| Due after two years through three years | 150,275 | 90,009 | |||||||||
| Due after three years through four years | 39,089 | 130,252 | |||||||||
| Due over four years | 9,415 | 12,312 | |||||||||
| $ | 697,504 | $ | 681,654 | ||||||||
Page 96
Note 7.Federal Home Loan Bank Borrowings
As of December 31, 2020 and 2019, the borrowings were as follows:
| 2020 | 2019 | ||||||||||
| (Effective interest rates as of December 31, 2020) | (Amounts In Thousands) | ||||||||||
Due 2020, 3.05% | $ | — | $ | 25,000 | |||||||
Due 2023, 3.77% | — | 25,000 | |||||||||
Due 2024, 2.38% | — | 15,000 | |||||||||
Due 2025, 2.81% to 2.94% | 45,000 | 60,000 | |||||||||
Due 2026, 2.52% to 2.86% | 30,000 | 30,000 | |||||||||
Due 2027, 2.76% to 2.95% | 30,000 | 30,000 | |||||||||
| $ | 105,000 | $ | 185,000 | ||||||||
On November 9, 2020 the Company paid $25.00 million in FHLB Borrowings due in 2020. On December 30, 2020 the Company paid $25.00 million in FHLB Borrowings that were due in 2023, $15.00 million in FHLB Borrowings due in 2024 and $15.00 million in FHLB Borrowings due in 2025. Fees incurred with the 2020 prepayments were $2.53 million and recorded in other noninterest expenses. On December 13, 2019 the Company paid $30.00 million in FHLB Borrowings due in 2025 and incurred prepayment fees of $2.09 million which were recorded in other noninterest expenses. The remaining borrowings with the FHLB may have prepayment fees based on the current FHLB borrowing rate.
To participate in the FHLB advance program, the Company is required to have an investment in FHLB stock. The Company’s investment in FHLB stock was $8.17 million and $11.06 million at December 31, 2020 and 2019, respectively. Collateral is provided by the Company’s 1 to 4 family mortgage loans totaling $141.75 million at December 31, 2020 and $249.75 million at December 31, 2019. The Company also has the ability to borrow against agricultural real estate, commercial real estate and multi-family loans totaling $315.86 million as of December 31, 2020 and $306.86 million as of December 31, 2019 and there was $0 borrowed against this collateral as of December 31, 2020 or 2019.
Note 8.Accumulated Other Comprehensive Income
The components of accumulated other comprehensive income (AOCI), included in stockholders’ equity, are as follows:
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (amounts in thousands) | |||||||||||
| Net unrealized gain on available-for-sale securities | $ | 11,702 | $ | 4,234 | |||||||
| Net unrealized loss on derivatives used for cash flow hedges | — | (2,349) | |||||||||
| Tax effect | (2,920) | (470) | |||||||||
| Net-of-tax amount | $ | 8,782 | $ | 1,415 | |||||||
Note 9.Employee Benefit Plans
The Company has an Employee Stock Purchase Plan (the “ESPP”). For each quarterly offering period, eligible employees can elect to contribute from 1% to 15% of his or her compensation. The purchase price is the lesser of 90% of the fair market value on the first day of the offering period or the last day of the offering period. The maximum dollar amount any one employee can elect to contribute in a year is $9,000. During the year ended December 31, 2020, 7,449 shares of stock were purchased by employees of the Bank through the ESPP. 7,720 shares of stock were purchased by employees of the Bank through the ESPP for the year ended December 31, 2019.
Page 97
The Company has an Employee Stock Ownership Plan (the "ESOP") to which it makes discretionary cash contributions. The Company's contribution to the ESOP totaled $1.27 million, $1.08 million and $1.05 million for the years ended December 31, 2020, 2019 and 2018, respectively. The 2020, 2019 and 2018 discretionary contribution rate was 4.5% of qualified salaries.
In the event a terminated plan participant desires to sell his or her shares of the Company stock, or for certain employees who elect to diversify their account balances, the Company may be required to purchase the shares from the participant at their fair value. To the extent that shares of common stock held by the ESOP are not readily traded, a sponsor must reflect the maximum cash obligation related to those securities outside of stockholders' equity. The Company obtains a quarterly independent appraisal of the shares of stock. As of December 31, 2020 and 2019, the shares held by the ESOP, fair value and maximum cash obligation were as follows:
| 2020 | 2019 | ||||||||||
| Shares held by the ESOP | 757,262 | 797,317 | |||||||||
| Fair value per share | $ | 62.50 | $ | 65.00 | |||||||
| Maximum cash obligation | $ | 47,329,000 | $ | 51,826,000 | |||||||
The Company has a profit-sharing plan with a 401(k) feature, which provides for discretionary annual contributions in amounts to be determined by the Board of Directors. The Company made a 4.50% or $1.27 million contribution to the profit sharing plan for the year ended December 31, 2020. The Company made a 4.50% or $1.08 million contribution to the profit sharing plan for the year ended December 31, 2019. The Company made a 4.50% or $1.05 million contribution to the profit sharing plan for the year ended December 31, 2018. The Company made matching contributions under its 401(k) plan of $0.26 million in 2020, $0.22 million in 2019, and $0.21 million in 2018 and each such amount is included in salaries and employee benefits expense.
The Company provides a deferred compensation program for executive officers. This program allows executive officers to elect to defer a portion of their salaried compensation for payment by the Company at a subsequent date. The executive officers can defer up to 30% of their base compensation and up to 100% of any bonus into the deferral plan. Any amount so deferred is credited to the executive officer’s deferred compensation account and converted to units equivalent in value to the fair market value of a share of stock in Hills Bancorporation. The “stock units” are book entry only and do not represent an actual purchase of stock. The executive officer’s account is adjusted each year for dividends paid and the change in the market value of Hills Bancorporation stock. The deferrals and earnings grow tax deferred until withdrawn from the plan. Earnings credited to the individual’s accounts are recorded as compensation expense when earned. The deferred compensation liability is recorded in other liabilities and totals $3.31 million and $4.89 million at December 31, 2020 and 2019, respectively. Expense related to the deferred compensation plan was $(0.02) million for 2020, $0.42 million for 2019 and $0.85 million for 2018 and is included in salaries and employee benefits expense.
The Company also provides a deferred compensation program for its Board of Directors. Under the plan, each director may elect to defer up to 50% of such director’s cash compensation from retainers and meeting fees for payment by the Company at a subsequent date. Any amount so deferred is credited to the director’s deferred compensation account and converted to units equivalent in value to the fair market value of a share of stock in Hills Bancorporation. The “stock units” are book entry only and do not represent an actual purchase of stock. The director’s account is adjusted each year for dividends paid and the change in the market value of Hills Bancorporation stock. The deferred compensation liability for the directors’ plan is recorded in other liabilities and totaled $3.78 million and $3.94 million at December 31, 2020 and 2019, respectively. Expense related to the directors’ deferred compensation plan was $(0.09) million for 2020, $0.28 million for 2019 and $0.43 million for 2018 and is included in other noninterest expense.
The Company has a Stock Option and Incentive Plan for certain key employees and directors whereby shares of common stock have been reserved for awards in the form of stock options or restricted stock awards. Under the plan, the aggregate number of options and shares granted cannot exceed 250,000 shares. A Stock Option Committee may grant options at prices equal to the fair value of the stock at the date of the grant. Options expire 10 years from the date of the grant. Director options and officers' rights under the plan vest over a five-year period from the date of the grant.
The fair value of each option is estimated as of the date of grant using a Black Scholes option pricing model. The expected lives of options granted incorporate historical employee exercise behavior. The risk-free rate for periods that coincide with the expected life of the options is based on the ten year interest rate swap rate as published by the Federal Reserve Bank on the date
Page 98
of issuance. Expected volatility is based on volatility levels of the Company’s peers’ common stock as the Company’s stock has limited trading activity. Expected dividend yield was based on historical dividend rates. Significant assumptions at the date of grant on May 14, 2019 include the risk-free interest rate of 2.39%, expected option life of 7.5 years, expected volatility of 33% and expected dividends of 1.23%.
There were no stock options granted in 2020, 5,805 in 2019 and none in 2018. The weighted-average fair value of options granted in 2019 was $21.31 per share. The intrinsic value of options exercised was $0.00 million, $0.06 million and $0.03 million for 2020, 2019 and 2018, respectively.
A summary of the stock options is as follows:
| Number of Shares | Weighted- Average Exercise Price | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (In Thousands) | ||||||||||||||||||||
| Balance, December 31, 2017 | 10,220 | $ | 33.44 | 4.45 | $ | 342 | |||||||||||||||||
| Granted | — | ||||||||||||||||||||||
| Exercised | (1,200) | ||||||||||||||||||||||
| Balance, December 31, 2018 | 9,020 | $ | 33.30 | 3.41 | 250 | ||||||||||||||||||
| Granted | 5,805 | ||||||||||||||||||||||
| Exercised | (1,800) | ||||||||||||||||||||||
| Balance, December 31, 2019 | 13,025 | $ | 45.92 | 5.47 | 248 | ||||||||||||||||||
| Granted | — | ||||||||||||||||||||||
| Exercised | — | ||||||||||||||||||||||
| Balance, December 31, 2020 | 13,025 | $ | 45.92 | 4.47 | $ | 216 | |||||||||||||||||
Other pertinent information related to the options outstanding at December 31, 2020 is as follows:
| Exercise Price | Number Outstanding | Remaining Contractual Life | Number Exercisable | |||||||||||||||||
| 33.00 | 7,220 | 16 months | 7,220 | |||||||||||||||||
| 62.00 | 5,805 | 101 months | — | |||||||||||||||||
| 13,025 | 7,220 | |||||||||||||||||||
As of December 31, 2020, the outstanding options have a weighted-average exercise price of $45.92 per share and a weighted average remaining contractual term of 4.47 years. There was $0.09 million in unrecognized compensation cost for stock options granted under the plan as of December 31, 2020. The cost is expected to be recognized over a weighted-average period of 3.40 years. As of December 31, 2020, the vested options totaled 7,220 shares with a weighted-average exercise price of $33.00 per share.
As of December 31, 2020, 231,425 shares were available for stock options and awards under the 2020 Stock Option and Incentive Plan (2020 Plan). The 2010 Stock Option and Incentive Plan (2010 Plan) was discontinued upon the approval of the 2020 Plan in April 2020. No stock options or stock awards will be issued from the 2010 Plan after April 2020. The Compensation and Incentive Stock Committee is also authorized to grant awards of restricted common stock. A summary of the restricted stock option activity for the year ended December 31, 2020 is as follows:
Page 99
| 2020 Stock Option and Incentive Plan | 2010 Stock Option and Incentive Plan | |||||||||||||||||||||||||
| Number of Shares | Weighted Average Grant Date Fair Value | Number of Shares | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||
| Balance, December 31, 2019 | — | 19,853 | ||||||||||||||||||||||||
| Authorization of shares | 250,000 | — | ||||||||||||||||||||||||
| Granted | 19,063 | $62.26 | 1,364 | $62.26 | ||||||||||||||||||||||
| Forfeited | 488 | $52.93 | 4,375 | $52.93 | ||||||||||||||||||||||
| Balance, December 31, 2020 | 231,425 | 22,864 | ||||||||||||||||||||||||
The Company authorized the issuance of 20,427 shares in 2020, 23,527 shares in 2019, and 24,899 shares in 2018 to certain employees. The vesting period for these awards is five years and the Bank amortizes the expense on a straight line basis during the vesting period. The expense relating to these awards for the years ended December 31, 2020, 2019 and 2018 was $0.95 million, $0.96 million and $0.85 million, respectively. 10,800, 7,200 and 15,200 shares of the restricted common stock shares awarded in December 31, 2020, 2019 and 2018, are subject to forfeiture upon termination of the employee's employment with the Company within eight years of the award.
Note 10.Income Taxes
Income taxes for the years ended December 31, 2020, 2019 and 2018 are summarized as follows:
| 2020 | 2019 | 2018 | |||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | 9,124 | $ | 8,857 | $ | 7,783 | |||||||||||
| State | 2,673 | 2,391 | 3,093 | ||||||||||||||
| Deferred: | |||||||||||||||||
| Federal | (417) | 1,068 | (1,560) | ||||||||||||||
| State | (103) | 233 | (411) | ||||||||||||||
| $ | 11,277 | $ | 12,549 | $ | 8,905 | ||||||||||||
Page 100
Temporary differences between the amounts reported in the consolidated financial statements and the tax basis of assets and liabilities result in deferred taxes. Deferred tax assets and liabilities at December 31, 2020 and 2019 were as follows:
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (Amounts In Thousands) | |||||||||||
| Deferred income tax assets: | |||||||||||
| Allowance for loan losses | $ | 9,249 | $ | 8,423 | |||||||
| Deferred compensation | 1,619 | 2,047 | |||||||||
| Unrealized losses on interest rate swaps | — | 586 | |||||||||
| Accrued expenses | 589 | 716 | |||||||||
| State net operating loss | 1,011 | 929 | |||||||||
| Gross deferred tax assets | $ | 12,468 | $ | 12,701 | |||||||
| Valuation allowance | (1,011) | (929) | |||||||||
| Deferred tax asset, net of valuation allowance | $ | 11,457 | $ | 11,772 | |||||||
| Deferred income tax liabilities: | |||||||||||
| Property and equipment | 1,941 | 1,955 | |||||||||
| Unrealized gains on investment securities | 2,920 | 1,056 | |||||||||
| Goodwill | 407 | 407 | |||||||||
| Other | 101 | 336 | |||||||||
| Gross deferred tax liabilities | $ | 5,369 | $ | 3,754 | |||||||
| Net deferred tax assets | $ | 6,088 | $ | 8,018 | |||||||
The Company has recorded a deferred tax asset for the future tax benefits of Iowa net operating loss carry-forwards. The net operating loss carry-forwards are generated by the Company largely from its investment in tax credit real estate properties. The Company is required to file a separate Iowa tax return and cannot be consolidated with the Bank. The net operating loss carry-forwards will expire, if not utilized, between 2021 and 2039. The Company has recorded a valuation allowance to reduce the deferred tax asset attributable to the net operating loss carry-forwards. At December 31, 2020 and 2019, the Company believes it is more likely than not that the Iowa net operating loss carry-forwards will not be realized. A valuation allowance related to the remaining deferred tax assets has not been provided because management believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets. The valuation allowance increased by $82,000 and $134,000 for the years ended December 31, 2020 and 2019, respectively.
The net change in the deferred income taxes for the years ended December 31, 2020, 2019 and 2018 is reflected in the consolidated financial statements as follows:
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||
| Consolidated statements of income | $ | (520) | $ | 1,301 | $ | 1,971 | |||||||||||
| Consolidated statements of stockholders' equity | 2,450 | 1,550 | 92 | ||||||||||||||
| $ | 1,930 | $ | 2,851 | $ | 2,063 | ||||||||||||
Page 101
Income tax expense for the years ended December 31, 2020, 2019 and 2018 are less than the amounts computed by applying the maximum effective federal income tax rate to the income before income taxes because of the following items:
| 2020 | 2019 | 2018 | |||||||||||||||||||||||||||||||||
| Amount | % Of Pretax Income | Amount | % Of Pretax Income | Amount | % Of Pretax Income | ||||||||||||||||||||||||||||||
| (Amounts In Thousands) | |||||||||||||||||||||||||||||||||||
| Expected tax expense | $ | 10,484 | 21.0 | % | $ | 12,152 | 20.9 | % | $ | 9,591 | 21.0 | % | |||||||||||||||||||||||
| Tax-exempt interest | (1,219) | (2.4) | (1,201) | (2.1) | (1,122) | (2.5) | |||||||||||||||||||||||||||||
| Interest expense limitation | 79 | 0.1 | 109 | 0.2 | 87 | 0.2 | |||||||||||||||||||||||||||||
| State income taxes, net of federal income tax benefit | 2,030 | 4.1 | 2,073 | 3.5 | 2,119 | 4.6 | |||||||||||||||||||||||||||||
| Income tax credits | (51) | (0.1) | (531) | (0.9) | (1,292) | (2.8) | |||||||||||||||||||||||||||||
| Other | (46) | (0.1) | (53) | 0.1 | (478) | (1.0) | |||||||||||||||||||||||||||||
| $ | 11,277 | 22.6 | % | $ | 12,549 | 21.7 | % | $ | 8,905 | 19.5 | % | ||||||||||||||||||||||||
Federal income tax expense for the years ended December 31, 2020, 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 the State of Iowa purposes. The tax years ended December 31, 2020, 2019, 2018 and 2017, remain subject to examination by the Internal Revenue Service. For state tax purposes, the tax years ended December 31, 2020, 2019, 2018 and 2017, remain open for examination. There were no material unrecognized tax benefits at December 31, 2020 and December 31, 2019. No interest or penalties on these unrecognized tax benefits has been recorded. As of December 31, 2020, the Company does not anticipate any significant increase or decrease in unrecognized tax benefits during the twelve month period ending December 31, 2021.
Note 11.Regulatory Capital Requirements, Restrictions on Subsidiary Dividends and Cash Restrictions
The Company and the Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial results. Under capital adequacy guidelines and the regulatory frameworks for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Capital amounts and classifications of the Company and the Bank are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.Quantitative measures established by the regulations to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of capital. 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 capital conservation buffer of 2.5% of risk-weighted assets was completely phased in beginning January 1, 2019. As of March 31, 2020, the Bank elected to use the Community Bank Leverage Ratio (CBLR) framework as provided for in the Economic Growth, Regulatory Relief and Consumer Protection Act. Under the CBLR framework, the Bank is required to maintain a CBLR of greater than 9%. The Coronavirus Aid, Relief and Economic Security ("CARES") Act reduced the minimum ratio to 8% beginning in the 2nd quarter of 2020 through December 31, 2020, increasing to 8.5% for 2021 and returning to 9% beginning January 1, 2022. Management believes that, as of December 31, 2020 and 2019, the Company and the Bank met all capital adequacy requirements to which they are subject.
As of December 31, 2020 and 2019, the most recent notifications from the Federal Reserve System categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based, Tier 1 common equity and Tier 1 leverage ratios as set forth in the table that follows. There are no conditions or events since that notification that management believes have changed the Bank's category.
Page 102
The actual amounts and capital ratios as of December 31, 2020 and 2019, with the minimum regulatory requirements for the Company and Bank are presented below (amounts in thousands):
| Actual | For Capital Adequacy Purposes | |||||||||||||||||||
| Amount | Ratio | Ratio | ||||||||||||||||||
| As of December 31, 2020: | ||||||||||||||||||||
| Company: | ||||||||||||||||||||
| Community Bank Leverage Ratio | $ | 452,123 | 11.91 | % | 8.00 | % | ||||||||||||||
| Bank: | ||||||||||||||||||||
| Community Bank Leverage Ratio | 453,073 | 11.94 | 8.00 | |||||||||||||||||
| Actual | For Capital Adequacy Purposes | To Be Well-Capitalized Under Prompt Corrective Action Provisions | |||||||||||||||||||||
| Amount | Ratio | Ratio | Ratio | ||||||||||||||||||||
| As of December 31, 2019: | |||||||||||||||||||||||
| Company: | |||||||||||||||||||||||
| Total risk-based capital | $ | 454,452 | 18.15 | % | 8.00 | % | 10.00 | % | |||||||||||||||
| Tier 1 risk-based capital | 423,122 | 16.90 | 6.00 | 8.00 | |||||||||||||||||||
| Tier 1 common equity | 423,122 | 16.90 | 4.50 | 6.50 | |||||||||||||||||||
| Leverage ratio | 423,122 | 12.77 | 4.00 | 5.00 | |||||||||||||||||||
| Bank: | |||||||||||||||||||||||
| Total risk-based capital | 455,440 | 18.20 | 8.00 | 10.00 | |||||||||||||||||||
| Tier 1 risk-based capital | 424,127 | 16.95 | 6.00 | 8.00 | |||||||||||||||||||
| Tier 1 common equity | 424,127 | 16.95 | 4.50 | 6.50 | |||||||||||||||||||
| Leverage ratio | 424,127 | 12.81 | 4.00 | 5.00 | |||||||||||||||||||
The ability of the Company to pay dividends to its stockholders is dependent upon dividends paid by the Bank. The Bank is subject to certain statutory and regulatory restrictions on the amount it may pay in dividends. To maintain acceptable capital ratios in the Bank, certain of its retained earnings are not available for the payment of dividends. To maintain a ratio of capital to assets of 8.00%, retained earnings of $243.57 million as of December 31, 2020 are available for the payment of dividends to the Company.
The Bank is required to maintain reserve balances in cash or with the Federal Reserve Bank. Reserve balances totaled $541.05 million and $221.18 million as of December 31, 2020 and 2019, respectively.
Note 12.Related Party Transactions
Certain directors of the Company and the Bank, companies with which the directors are affiliated, and certain principal officers are customers of, and have banking transactions with, the Bank in the ordinary course of business. Such indebtedness has been incurred on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons.
Page 103
The following is an analysis of the changes in the loans to related parties during the years ended December 31, 2020 and 2019:
| Year Ended December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (Amounts In Thousands) | |||||||||||
| Balance, beginning | $ | 55,717 | $ | 51,216 | |||||||
| Net increase (decrease) due to change in related parties | — | 2,481 | |||||||||
| Advances | 14,406 | 17,243 | |||||||||
| Collections | (16,070) | (15,223) | |||||||||
| Balance, ending | $ | 54,053 | $ | 55,717 | |||||||
Deposits from these related parties totaled $13.18 million and $11.16 million as of December 31, 2020 and 2019, respectively. Deposits from related parties are accepted subject to the same interest rates and terms as those from nonrelated parties.
Page 104
Note 13. Fair Value Measurements
The carrying value and estimated fair values of the Company’s financial instruments as of December 31, 2020 are as follows:
| December 31, 2020 | |||||||||||||||||||||||||||||
| 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 | $ | 574,310 | $ | 574,310 | $ | 574,310 | $ | — | $ | — | |||||||||||||||||||
| Investment securities | 416,544 | 416,544 | 148,646 | 267,898 | — | ||||||||||||||||||||||||
| Loans held for sale | 43,947 | 43,947 | — | 43,947 | — | ||||||||||||||||||||||||
| Loans | |||||||||||||||||||||||||||||
| Agricultural | 92,334 | 92,922 | — | — | 92,922 | ||||||||||||||||||||||||
| Commercial and financial | 281,357 | 282,015 | — | — | 282,015 | ||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 70,210 | 70,432 | — | — | 70,432 | ||||||||||||||||||||||||
| Construction, land development and commercial | 110,501 | 110,039 | — | — | 110,039 | ||||||||||||||||||||||||
| Mortgage, farmland | 242,969 | 242,978 | — | — | 242,978 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 882,156 | 890,409 | — | — | 890,409 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | 126,336 | 124,945 | — | — | 124,945 | ||||||||||||||||||||||||
| Mortgage, multi-family | 369,552 | 370,538 | — | — | 370,538 | ||||||||||||||||||||||||
| Mortgage, commercial | 412,186 | 413,409 | — | — | 413,409 | ||||||||||||||||||||||||
| Loans to individuals | 30,573 | 31,164 | — | — | 31,164 | ||||||||||||||||||||||||
| Obligations of state and political subdivisions | 55,838 | 59,300 | — | — | 59,300 | ||||||||||||||||||||||||
| Accrued interest receivable | 12,177 | 12,177 | — | 12,177 | — | ||||||||||||||||||||||||
| Total financial instrument assets | $ | 3,720,990 | $ | 3,735,129 | $ | 722,956 | $ | 324,022 | $ | 2,688,151 | |||||||||||||||||||
| Financial instrument liabilities: | |||||||||||||||||||||||||||||
| Deposits | |||||||||||||||||||||||||||||
| Noninterest-bearing deposits | $ | 532,190 | $ | 532,190 | $ | — | $ | 532,190 | $ | — | |||||||||||||||||||
| Interest-bearing deposits | 2,660,378 | 2,673,815 | — | 2,673,815 | — | ||||||||||||||||||||||||
| Federal Home Loan Bank borrowings | 105,000 | 115,259 | — | 115,259 | — | ||||||||||||||||||||||||
| Interest rate swaps | — | — | — | — | — | ||||||||||||||||||||||||
| Accrued interest payable | 1,733 | 1,733 | — | 1,733 | — | ||||||||||||||||||||||||
| Total financial instrument liabilities | $ | 3,299,301 | $ | 3,322,997 | $ | — | $ | 3,322,997 | $ | — | |||||||||||||||||||
| Face Amount | |||||||||||||||||||||||||||||
| Financial instrument with off-balance sheet risk: | |||||||||||||||||||||||||||||
| Loan commitments | $ | 483,602 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||
| Letters of credit | 8,056 | — | — | — | — | ||||||||||||||||||||||||
| Total financial instrument liabilities with off-balance-sheet risk | $ | 491,658 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||
(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 105
The carrying value and estimated fair values of the Company’s financial instruments as of December 31, 2019 are as follows:
| December 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 | $ | 241,965 | $ | 241,965 | $ | 241,965 | $ | — | $ | — | |||||||||||||||||||
| Investment securities | 366,368 | 366,368 | 128,585 | 237,783 | — | ||||||||||||||||||||||||
| Loans held for sale | 8,400 | 8,400 | — | 8,400 | — | ||||||||||||||||||||||||
| Loans | |||||||||||||||||||||||||||||
| Agricultural | 88,917 | 90,118 | — | — | 90,118 | ||||||||||||||||||||||||
| Commercial and financial | 216,335 | 217,640 | — | — | 217,640 | ||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | 79,096 | 79,954 | — | — | 79,954 | ||||||||||||||||||||||||
| Construction, land development and commercial | 106,924 | 107,276 | — | — | 107,276 | ||||||||||||||||||||||||
| Mortgage, farmland | 238,780 | 239,521 | — | — | 239,521 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | 902,630 | 896,676 | — | — | 896,676 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | 147,634 | 143,261 | — | — | 143,261 | ||||||||||||||||||||||||
| Mortgage, multi-family | 346,938 | 349,663 | — | — | 349,663 | ||||||||||||||||||||||||
| Mortgage, commercial | 398,145 | 395,838 | — | — | 395,838 | ||||||||||||||||||||||||
| Loans to individuals | 31,455 | 32,722 | — | — | 32,722 | ||||||||||||||||||||||||
| Obligations of state and political subdivisions | 49,423 | 50,564 | — | — | 50,564 | ||||||||||||||||||||||||
| Accrued interest receivable | 12,442 | 12,442 | — | 12,442 | — | ||||||||||||||||||||||||
| Total financial instrument assets | $ | 3,235,452 | $ | 3,232,408 | $ | 370,550 | $ | 258,625 | $ | 2,603,233 | |||||||||||||||||||
| Financial instrument liabilities: | |||||||||||||||||||||||||||||
| Deposits | |||||||||||||||||||||||||||||
| Noninterest-bearing deposits | $ | 387,612 | $ | 387,612 | $ | — | $ | 387,612 | $ | — | |||||||||||||||||||
| Interest-bearing deposits | 2,273,752 | 2,292,332 | — | 2,292,332 | — | ||||||||||||||||||||||||
| Federal Home Loan Bank Borrowings | 185,000 | 186,091 | — | 186,091 | — | ||||||||||||||||||||||||
| Interest rate swaps | 2,349 | 2,349 | — | 2,349 | — | ||||||||||||||||||||||||
| Accrued interest payable | 2,474 | 2,474 | — | 2,474 | — | ||||||||||||||||||||||||
| Total financial instrument liabilities | $ | 2,851,187 | $ | 2,870,858 | $ | — | $ | 2,870,858 | $ | — | |||||||||||||||||||
| Face Amount | |||||||||||||||||||||||||||||
| Financial instrument with off-balance sheet risk: | |||||||||||||||||||||||||||||
| Loan commitments | $ | 424,165 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||
| Letters of credit | 8,569 | — | — | — | — | ||||||||||||||||||||||||
| Total financial instrument liabilities with off-balance-sheet risk | $ | 432,734 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||
(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 106
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 year ended December 31, 2020. 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. 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 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,
Page 107
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.
The Company does record nonrecurring fair value adjustments to impaired loans to reflect (1) partial write-downs that are based on the observable market price or appraised value of the collateral or (2) the full charge-off of the loan carrying value (Level 3).
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 or based on the present value of the estimated future cash flows of interest and principal discounted at the loans effective interest rate or the fair value of the loan if determinable. 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 costs 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).
Page 108
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).
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:
| December 31, 2020 | |||||||||||||||||||||||
| 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 | $ | 148,646 | $ | — | $ | — | $ | 148,646 | |||||||||||||||
| State and political subdivisions | — | 224,566 | — | 224,566 | |||||||||||||||||||
| Other securities (FHLB, FHLMC and FNMA) | — | 35,160 | — | 35,160 | |||||||||||||||||||
| Derivative Financial Instruments | |||||||||||||||||||||||
| Interest rate swaps | — | — | — | — | |||||||||||||||||||
| Total | $ | 148,646 | $ | 259,726 | $ | — | $ | 408,372 | |||||||||||||||
| December 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 | $ | 128,585 | $ | — | $ | — | $ | 128,585 | |||||||||||||||
| State and political subdivisions | — | 211,489 | — | 211,489 | |||||||||||||||||||
| Other securities (FHLB, FHLMC and FNMA) | — | 15,229 | — | 15,229 | |||||||||||||||||||
| Derivative Financial Instruments | |||||||||||||||||||||||
| Interest rate swaps | — | (2,349) | — | (2,349) | |||||||||||||||||||
| Total | $ | 128,585 | $ | 224,369 | $ | — | $ | 352,954 | |||||||||||||||
(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 years ended December 31, 2020 and 2019.
Page 109
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. For assets measured at fair value on a nonrecurring basis that were still held on the balance sheet at December 31, 2020 and 2019, the following tables provide the level of valuation assumptions used to determine the adjustment and the carrying value of the related individual assets at year end.
| December 31, 2020 | Year Ended December 31, 2020 | ||||||||||||||||||||||||||||
| 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 | $ | — | $ | — | $ | 1,081 | $ | 1,081 | $ | — | |||||||||||||||||||
| Commercial and financial | — | — | 1,692 | 1,692 | 385 | ||||||||||||||||||||||||
| Real Estate: | |||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | — | — | 414 | 414 | — | ||||||||||||||||||||||||
| Construction, land development and commercial | — | — | 315 | 315 | — | ||||||||||||||||||||||||
| Mortgage, farmland | — | — | 1,718 | 1,718 | — | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | — | — | 5,906 | 5,906 | 252 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | — | — | 176 | 176 | 19 | ||||||||||||||||||||||||
| Mortgage, multi-family | — | — | 1,773 | 1,773 | — | ||||||||||||||||||||||||
| Mortgage, commercial | — | — | 5,082 | 5,082 | 250 | ||||||||||||||||||||||||
| Loans to individuals | — | — | — | — | — | ||||||||||||||||||||||||
| Foreclosed assets (5) | — | — | — | — | — | ||||||||||||||||||||||||
| Total | $ | — | $ | — | $ | 18,157 | $ | 18,157 | $ | 906 | |||||||||||||||||||
(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 110
| December 31, 2019 | Year Ended December 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 | $ | — | $ | — | $ | 1,272 | $ | 1,272 | $ | 36 | |||||||||||||||||||
| Commercial and financial | — | — | 1,803 | 1,803 | 499 | ||||||||||||||||||||||||
| Real Estate: | |||||||||||||||||||||||||||||
| Construction, 1 to 4 family residential | — | — | — | — | — | ||||||||||||||||||||||||
| Construction, land development and commercial | — | — | 215 | 215 | 8 | ||||||||||||||||||||||||
| Mortgage, farmland | — | — | 3,576 | 3,576 | — | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family first liens | — | — | 7,986 | 7,986 | 370 | ||||||||||||||||||||||||
| Mortgage, 1 to 4 family junior liens | — | — | 49 | 49 | — | ||||||||||||||||||||||||
| Mortgage, multi-family | — | — | 1,816 | 1,816 | — | ||||||||||||||||||||||||
| Mortgage, commercial | — | — | 1,237 | 1,237 | 125 | ||||||||||||||||||||||||
| Loans to individuals | — | — | — | — | — | ||||||||||||||||||||||||
| Foreclosed assets (5) | — | — | — | — | — | ||||||||||||||||||||||||
| Total | $ | — | $ | — | $ | 17,954 | $ | 17,954 | $ | 1,038 | |||||||||||||||||||
(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 111
Note 14.Parent Company Only Financial Information
Following is condensed financial information of the Company (parent company only):
CONDENSED BALANCE SHEETS
December 31, 2020 and 2019
(Amounts In Thousands)
| ASSETS | 2020 | 2019 | |||||||||
| Cash and cash equivalents at subsidiary bank | $ | 1,100 | $ | 5,114 | |||||||
| Investment in subsidiary bank | 464,355 | 428,042 | |||||||||
| Other assets | 1,846 | 1,331 | |||||||||
| Total assets | $ | 467,301 | $ | 434,487 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Liabilities | $ | 3,896 | $ | 7,450 | |||||||
| Redeemable common stock held by ESOP | 47,329 | 51,826 | |||||||||
| Stockholders' equity: | |||||||||||
| Capital stock | 60,233 | 55,943 | |||||||||
| Retained earnings | 439,831 | 409,509 | |||||||||
| Accumulated other comprehensive gain | 8,782 | 1,415 | |||||||||
| Treasury stock at cost | (45,441) | (39,830) | |||||||||
| 463,405 | 427,037 | ||||||||||
| Less maximum cash obligation related to ESOP shares | 47,329 | 51,826 | |||||||||
| Total stockholders' equity | 416,076 | 375,211 | |||||||||
| Total liabilities and stockholders' equity | $ | 467,301 | $ | 434,487 | |||||||
CONDENSED STATEMENTS OF INCOME
Years Ended December 31, 2020, 2019 and 2018
(Amounts In Thousands)
| 2020 | 2019 | 2018 | |||||||||||||||
| Dividends received from subsidiary | $ | 14,822 | $ | 7,657 | $ | 11,502 | |||||||||||
| Other expenses | (362) | (708) | (786) | ||||||||||||||
| Income before income tax benefit and equity in undistributed income of subsidiary | 14,460 | 6,949 | 10,716 | ||||||||||||||
| Income tax benefit | 173 | 271 | 273 | ||||||||||||||
| 14,633 | 7,220 | 10,989 | |||||||||||||||
| Equity in undistributed income of subsidiary | 24,014 | 38,098 | 25,778 | ||||||||||||||
| Net income | $ | 38,647 | $ | 45,318 | $ | 36,767 | |||||||||||
Page 112
CONDENSED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2020, 2019 and 2018
(Amounts In Thousands)
| 2020 | 2019 | 2018 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income | $ | 38,647 | $ | 45,318 | $ | 36,767 | |||||||||||
| Adjustments to reconcile net income to cash and cash equivalents provided by operating activities: | |||||||||||||||||
| Equity in undistributed income of subsidiary | (24,014) | (38,098) | (25,778) | ||||||||||||||
| Share-based compensation | 25 | 14 | — | ||||||||||||||
| Compensation expensed through issuance of common stock | 1,272 | 1,133 | 1,466 | ||||||||||||||
| Forfeiture of common stock | (257) | (262) | (152) | ||||||||||||||
| (Increase) decrease in other assets | (515) | (100) | 162 | ||||||||||||||
| (Decrease) increase in other liabilities | (3,554) | 1,036 | 574 | ||||||||||||||
| Net cash and cash equivalents provided by operating activities | 11,604 | 9,041 | 13,039 | ||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Issuance of common stock, net of costs | 5,844 | 5,026 | 4,713 | ||||||||||||||
| Stock options exercised | — | 62 | 41 | ||||||||||||||
| Purchase of treasury stock | (8,550) | (5,534) | (6,784) | ||||||||||||||
| Proceeds from the issuance of common stock through the employee stock purchase plan | 413 | 434 | 421 | ||||||||||||||
| Capital contribution to subsidiary | (5,000) | — | (4,700) | ||||||||||||||
| Dividends paid | (8,325) | (7,657) | (7,003) | ||||||||||||||
| Net cash and cash equivalents used by financing activities | (15,618) | (7,669) | (13,312) | ||||||||||||||
| (Decrease) increase in cash and cash equivalents | (4,014) | 1,372 | (273) | ||||||||||||||
| Cash and cash equivalents: | |||||||||||||||||
| Beginning of year | 5,114 | 3,742 | 4,015 | ||||||||||||||
| Ending of year | $ | 1,100 | $ | 5,114 | $ | 3,742 | |||||||||||
Note 15.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 $91.33 million. The concentrations of credit by type of loan are set forth in Note 3 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 its subsidiaries are subject to pending and threatened legal actions, some of which seek substantial relief or damages. 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 conditions, or results of operations.
The outbreak of Coronavirus Disease 2019 (“COVID-19”) has and will continue to adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company. The World Health Organization has declared COVID-19 to be a global pandemic indicating that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections.
The spread of the outbreak has caused significant disruptions in the U.S. economy and is highly likely to disrupt banking and other financial activity in the areas in which the Company operates and could also potentially create widespread business continuity issues for the Company. The Company’s business is dependent upon the willingness and ability of its employees and
Page 113
customers to conduct banking and other financial transactions. If the global response to contain COVID-19 escalates or is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows. See Note 3 for further discussion regarding the financial impact of COVID-19.
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 December 31, 2020 and 2019 is as follows:
| 2020 | 2019 | ||||||||||
| (Amounts In Thousands) | |||||||||||
| Firm loan commitments and unused portion of lines of credit: | |||||||||||
| Home equity loans | $ | 69,974 | $ | 65,203 | |||||||
| Credit cards | 60,535 | 57,421 | |||||||||
| Commercial, real estate and home construction | 118,186 | 94,490 | |||||||||
| Commercial lines and real estate purchase loans | 234,907 | 207,051 | |||||||||
| Outstanding letters of credit | 8,056 | 8,569 | |||||||||
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the party. Collateral held varies, but may include accounts receivable, crops, livestock, inventory, property and equipment, residential real estate and income-producing commercial properties. Credit card commitments are the unused portion of the holders' credit limits. Such amounts represent the maximum amount of additional unsecured borrowings.
Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements and, generally, have terms of one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Bank holds collateral, which may include accounts receivable, inventory, property, equipment, and income-producing properties, supporting those commitments if deemed necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Bank would be required to fund the commitment. The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary above. If the commitment is funded the Bank would be entitled to seek recovery from the customer. At December 31, 2020 and 2019, no amounts have been recorded as liabilities for the Bank’s potential obligations under these guarantees.
Page 114
Lease commitments: The Company leases certain facilities under operating leases. The minimum future rental commitments as of December 31, 2020 for all non-cancelable leases relating to Bank premises were as follows:
| Year ending December 31: | (Amounts In Thousands) | ||||
| 2021 | $ | 375 | |||
| 2022 | 319 | ||||
| 2023 | 316 | ||||
| 2024 | 82 | ||||
| 2025 | 1 | ||||
| Thereafter | 4 | ||||
| $ | 1,097 | ||||
Rent expense was $0.38 million, $0.40 million and $0.36 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Note 16.Quarterly Results of Operations (unaudited, amounts in thousands, except per share amounts)
| Quarter Ended | |||||||||||||||||||||||||||||
| March | June | September | December | Year | |||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||
| Interest income | $ | 32,452 | $ | 32,246 | $ | 31,675 | $ | 32,156 | $ | 128,529 | |||||||||||||||||||
| Interest expense | 7,862 | 6,645 | 6,465 | 5,980 | 26,952 | ||||||||||||||||||||||||
| Net interest income | $ | 24,590 | $ | 25,601 | $ | 25,210 | $ | 26,176 | $ | 101,577 | |||||||||||||||||||
| Provision for loan losses | 4,649 | 8 | (157) | (142) | 4,358 | ||||||||||||||||||||||||
| Other income | 6,167 | 6,531 | 7,510 | 8,128 | 28,336 | ||||||||||||||||||||||||
| Other expense | 17,227 | 16,872 | 18,055 | 23,477 | 75,631 | ||||||||||||||||||||||||
| Income before income taxes | $ | 8,881 | $ | 15,252 | $ | 14,822 | $ | 10,969 | $ | 49,924 | |||||||||||||||||||
| Income taxes | 1,806 | 3,541 | 3,392 | 2,538 | 11,277 | ||||||||||||||||||||||||
| Net income | $ | 7,075 | $ | 11,711 | $ | 11,430 | $ | 8,431 | $ | 38,647 | |||||||||||||||||||
| Basic earnings per share | $ | 0.75 | $ | 1.25 | $ | 1.22 | $ | 0.90 | $ | 4.12 | |||||||||||||||||||
| Diluted earnings per share | 0.75 | 1.25 | 1.22 | 0.90 | 4.12 | ||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||
| Interest income | $ | 31,847 | $ | 33,236 | $ | 33,969 | $ | 33,280 | $ | 132,332 | |||||||||||||||||||
| Interest expense | 8,074 | 8,848 | 9,274 | 8,677 | 34,873 | ||||||||||||||||||||||||
| Net interest income | $ | 23,773 | $ | 24,388 | $ | 24,695 | $ | 24,603 | $ | 97,459 | |||||||||||||||||||
| Provision for loan losses | (1,246) | (540) | 144 | (1,238) | (2,880) | ||||||||||||||||||||||||
| Other income | 5,250 | 5,851 | 6,638 | 7,053 | 24,792 | ||||||||||||||||||||||||
| Other expense | 16,049 | 16,360 | 16,604 | 18,251 | 67,264 | ||||||||||||||||||||||||
| Income before income taxes | $ | 14,220 | $ | 14,419 | $ | 14,585 | $ | 14,643 | $ | 57,867 | |||||||||||||||||||
| Income taxes | 3,017 | 3,199 | 3,303 | 3,030 | 12,549 | ||||||||||||||||||||||||
| Net income | $ | 11,203 | $ | 11,220 | $ | 11,282 | $ | 11,613 | $ | 45,318 | |||||||||||||||||||
| Basic earnings per share | $ | 1.20 | $ | 1.20 | $ | 1.21 | $ | 1.24 | $ | 4.85 | |||||||||||||||||||
| Diluted earnings per share | 1.20 | 1.20 | 1.21 | 1.24 | 4.85 | ||||||||||||||||||||||||
Note 17.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 consolidated financial statements and are measured at fair value. The Bank’s
Page 115
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 determined to terminate one interest rate swap in December 2020 and the other matured in November 2020, therefore the Bank was required to pledge no collateral as of December 31, 2020.
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 Bank determined to terminate the remaining interest rate swap in December 2020 and in connection with the termination paid $2.684 million to the counterparty. The losses realized on the interest rate swap were reclassified into the income statement from other comprehensive income. In connection with the termination of the swap, the related FHLB borrowing was paid off as described in Note 7.
The table below identifies the balance sheet category and fair values of the Bank’s derivative instruments designated as cash flow hedges as of December 31, 2020 and 2019:
| Notional Amount | Fair Value | Balance Sheet Category | Maturity | ||||||||||||||||||||
| (Amounts in Thousands) | |||||||||||||||||||||||
| December 31, 2020 | |||||||||||||||||||||||
| Interest rate swap | $ | — | $ | — | Other Liabilities | ||||||||||||||||||
| Interest rate swap | — | — | Other Liabilities | ||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||
| Interest rate swap | $ | 25,000 | $ | (279) | Other Liabilities | 11/9/2020 | |||||||||||||||||
| Interest rate swap | 25,000 | (2,070) | Other Liabilities | 11/7/2023 | |||||||||||||||||||
Page 116
The table below identifies the gains and losses recognized on the Bank’s derivative instruments designated as cash flow hedges for the years ended December 31, 2020 and 2019:
| 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) | |||||||||||||||||||||||||||||
| December 31, 2020 | |||||||||||||||||||||||||||||
| Interest rate swap | $ | 209 | Interest Expense | $ | — | Other Income | $ | — | |||||||||||||||||||||
| Interest rate swap | (438) | Interest Expense | (1,992) | Other Income | — | ||||||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||||||||
| Interest rate swap | $ | (119) | Interest Expense | $ | — | Other Income | $ | — | |||||||||||||||||||||
| Interest rate swap | (446) | Interest Expense | — | Other Income | — | ||||||||||||||||||||||||
Note 18.Subsequent Events
The Company is currently finalizing the CECL model and upon adoption of ASU 2016-13 (CECL) in the first quarter of 2021 anticipates an increase to the allowance for credit losses for loans of approximately $2 to $4 million and an unfunded commitment liability of approximately $3 to $4 million. See Note 1 for further discussion.
Subsequent events have been evaluated through March 5, 2021.
Page 117
| Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | ||||
None.
| Item 9A. | Controls and Procedures | ||||
Disclosure Controls and Procedures
As of the end of the period covered by this report, 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 (with the assistance of an outside consultant retained to aid the Company's Chief Executive Officer in temporarily fulfilling the responsibilities of 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) and Rule 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Securities Exchange Act of 1934). Internal control over financial reporting of the Company includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. Important features of the Company’s system of internal control over financial reporting include the adoption and implementation of written policies and procedures, careful selection and training of financial management personnel, a continuing management commitment to the integrity of the system and through examinations by an internal audit function that coordinates its activities with the Company’s Independent Registered Public Accounting Firm.
All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.
The Company’s management conducted an evaluation of the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2020. Management’s assessment is based on the criteria described in “Internal Control – Integrated Framework” issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Company’s management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2020.
Page 118
Attestation Report of the Registered Public Accounting Firm
The Company’s independent registered public accounting firm that audited the consolidated financial statements included in this annual report, has issued a report on the Company’s internal control over financial reporting as of December 31, 2020. Reference is made to the Report of Independent Registered Public Accounting Firm included in this Annual Report.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
| Item 9B. | Other Information | ||||
Not applicable.
PART III
| Item 10. | Directors, Executive Officers and Corporate Governance | ||||
The information required by Item 10 of Part III is presented under the items entitled “Information Concerning Nominees for Election as Directors,” "Information Concerning Directors other than Nominees," "Corporate Governance and Board of Directors," and “Delinquent Section 16(a) Reports” in the Company’s Definitive Proxy Statement dated March 19, 2021 for the Annual Meeting of Stockholders on April 19, 2021. Such information is incorporated herein by reference.
The Company has a Code of Ethics in place covering its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. A copy of the Company’s Code of Ethics will be provided free of charge, upon written request to:
Jason Weeks
Interim Treasurer
Hills Bancorporation
131 Main Street
PO Box 160
Hills, Iowa 52235
Information about our Executive Officers is incorporated into this section by reference to Part I, Item 1 of this Form 10-K.
Page 119
| Item 11. | Executive Compensation | ||||
The information required by Item 11 of Part III is presented under the items entitled “Compensation Discussion and Analysis,” “Summary of Cash and Certain Other Compensation Paid to the Named Executive Officers,” “Compensation and Incentive Stock Committee Interlocks and Insider Participation,” "Schedule of Director Fees," "Director Compensation Table," and “Compensation and Incentive Stock Committee Report” in the Company’s Definitive Proxy Statement dated March 19, 2021 for the Annual Meeting of Stockholders on April 19, 2021. Such information is incorporated herein by reference.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | ||||
The information required by Item 12 of Part III is presented under the item entitled “Security Ownership of Certain Beneficial Owners and Management” in the Company’s Definitive Proxy Statement dated March 19, 2021 for the Annual Meeting of Stockholders on April 19, 2021. Such information is incorporated herein by reference.
The following table sets forth information regarding the Company’s equity compensation plan as of December 31, 2020, all of which relates to stock options issued under stock option plans approved by stockholders of the Company.
| Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans [excluding securities reflected in column (a)] | |||||||||
| Plan Category | (a) | (b) | (c) | ||||||||
| Equity compensation plans approved by security holders | 13,025 | $ | 45.92 | 231,425 | |||||||
| Equity compensation plans not approved by security holders | — | — | — | ||||||||
| Total | 13,025 | $ | 45.92 | 231,425 | |||||||
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | ||||
The information required by Item 13 of Part III is presented under the items entitled “Corporate Governance and the Boards of Directors,” and “Compensation and Incentive Stock Committee Interlocks and Insider Participation” in the Company’s Definitive Proxy Statement dated March 19, 2021 for the Annual Meeting of Stockholders on April 19, 2021. Such information is incorporated herein by reference.
| Item 14. | Principal Accounting Fees and Services | ||||
Information required by this item is contained in the Company’s Definitive Proxy Statement dated March 19, 2021 for the Annual Meeting of Shareholders on April 19, 2021, under the heading “Audit Committee,” which information is incorporated herein by this reference.
Page 120
PART IV
| Item 15. | Exhibits, Consolidated Financial Statement Schedules | ||||
| Form 10-K | ||||||||||||||||||||||||||
| (a) | 1 | Financial Statements | Reference | |||||||||||||||||||||||
| Independent registered public accounting firm's report on the financial statements | Page 59-62 | |||||||||||||||||||||||||
| Consolidated balance sheets as of December 31, 2020 and 2019 | Page 63 | |||||||||||||||||||||||||
| Consolidated statements of income for the years ended December 31, 2020, 2019, and 2018 | Page 64 | |||||||||||||||||||||||||
| Consolidated statements of comprehensive income for the years ended December 31, 2020, 2019, and 2018 | Page 65 | |||||||||||||||||||||||||
| Consolidated statements of stockholders' equity for the years ended December 31, 2020, 2019, and 2018 | Page 66 | |||||||||||||||||||||||||
| Consolidated statements of cash flows for the years ended December 31, 2020, 2019, and 2018 | Page 67 | |||||||||||||||||||||||||
| Notes to consolidated financial statements | Page 69 | |||||||||||||||||||||||||
| 2 | Financial Statements Schedules | |||||||||||||||||||||||||
| All schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto. | ||||||||||||||||||||||||||
| (b) | 3 | Exhibits | ||||||||||||||||||||||||
| 3.1 | ||||||||||||||||||||||||||
| 3.2 | ||||||||||||||||||||||||||
| 4.1 | ||||||||||||||||||||||||||
| 10.1 | ||||||||||||||||||||||||||
| 10.2 | ||||||||||||||||||||||||||
Page 121
| 10.3 | ||||||||||||||||||||||||||
| 10.4 | ||||||||||||||||||||||||||
| 10.5 | ||||||||||||||||||||||||||
| 10.6 | ||||||||||||||||||||||||||
| 11 | Statement Regarding Computation of Basic and Diluted Earnings Per Share. (Note: Statement included in Note 1 under Item 8 of Part II above) | |||||||||||||||||||||||||
| 21 | Subsidiary of the Registrant is attached on Page 125. | |||||||||||||||||||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm is attached on Page 126. BKD LLP | |||||||||||||||||||||||||
| 31 | Certifications under Section 302 of the Sarbanes-Oxley Act of 2002 on Pages 127. | |||||||||||||||||||||||||
| 32 | Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 on Page 128. | |||||||||||||||||||||||||
| 101.INS | XBRL Instance Document (1) | |||||||||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||||||||||
| 101.DED | XBRL Taxonomy Extension Definitions Linkbase Document | |||||||||||||||||||||||||
(1) The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
Page 122
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: | March 5, 2021 | By: /s/Dwight O. Seegmiller | |||||||||
| Dwight O. Seegmiller, Director, President, Chief Executive Officer and Acting Chief Financial Officer | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Date: | March 5, 2021 | By: /s/Dwight O. Seegmiller | |||||||||
| Dwight O. Seegmiller, Director, President, Chief Executive Officer and Acting Chief Financial Officer | |||||||||||
| Date: | March 5, 2021 | By: /s/Jason S. Weeks | |||||||||
| Jason S. Weeks, Interim Treasurer and Interim Principal Accounting Officer | |||||||||||
| Date: | March 5, 2021 | By: /s/Michael S. Donovan | |||||||||
| Michael S. Donovan, Director | |||||||||||
| Date: | March 5, 2021 | By: /s/Kirsten H. Frey | |||||||||
| Kirsten H. Frey, Director | |||||||||||
| Date: | March 5, 2021 | By: /s/Michael E. Hodge | |||||||||
| Michael E. Hodge, Director | |||||||||||
| Date: | March 5, 2021 | By: /s/Emily A. Hughes | |||||||||
| Emily A. Hughes, Director | |||||||||||
| Date: | March 5, 2021 | By: /s/Theodore H. Pacha | |||||||||
| Theodore H. Pacha, Director | |||||||||||
| Date: | March 5, 2021 | By: /s/Casey L. Peck | |||||||||
| Casey L. Peck, Director | |||||||||||
| Date: | March 5, 2021 | By: /s/John W. Phelan | |||||||||
| John W. Phelan, Director | |||||||||||
| Date: | March 5, 2021 | By: /s/Ann M. Rhodes | |||||||||
| Ann M. Rhodes, Director | |||||||||||
| Date: | March 5, 2021 | By: /s/James C. Schmitt | |||||||||
| James C. Schmitt, Director | |||||||||||
| Date: | March 5, 2021 | By: /s/Thomas R. Wiele | |||||||||
| Thomas R. Wiele, Director | |||||||||||
| Date: | March 5, 2021 | By: /s/Sheldon E. Yoder | |||||||||
| Sheldon E. Yoder, Director | |||||||||||
Page 123
HILLS BANCORPORATION
ANNUAL REPORT OF FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2020
| Page Number | ||||||||
| In The Sequential | ||||||||
| Exhibit | Numbering System | |||||||
| Number | Description | For 2020 Form 10-K | ||||||
| 11 | Statement Re Computation of Basic and Diluted Earnings Per Share | |||||||
| (Note: Statement included in Note 1 under Item 8 of Part II above) | ||||||||
| 21 | ||||||||
| 23.1 | ||||||||
| 31.1 | ||||||||
| 32 | ||||||||
Page 124