|
Incorporated in Iowa
|
I.R.S. Employer Identification
|
|
No. 42-1208067
|
Large accelerated filer
o
|
Accelerated Filer
þ
|
Non-accelerated filer
o
|
Small Reporting Company
o
|
|
SHARES OUTSTANDING
|
CLASS
|
April 30, 2015
|
|
|
Common Stock, no par value
|
4,685,170
|
|
|
|
|
|
|
Page
|
|
|
Number
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
|
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||
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||
|
||
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||
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||
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||
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Item 2.
|
||
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Item 3.
|
||
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Item 4.
|
||
|
|
|
|
Part II
|
|
|
OTHER INFORMATION
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
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Item 3.
|
||
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Item 4.
|
||
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Item 5.
|
||
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|
Item 6.
|
||
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|
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||
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|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
ASSETS
|
(Unaudited)
|
|
|||||
Cash and cash equivalents
|
$
|
83,345
|
|
|
$
|
29,174
|
|
Investment securities available for sale at fair value (amortized cost March 31, 2015 $256,673; December 31, 2014 $256,920)
|
259,878
|
|
|
258,992
|
|
||
Stock of Federal Home Loan Bank
|
8,446
|
|
|
8,248
|
|
||
Loans held for sale
|
8,311
|
|
|
4,476
|
|
||
Loans, net of allowance for loan losses (March 31, 2015 $24,360; December 31, 2014 $24,020)
|
1,970,499
|
|
|
1,961,369
|
|
||
Property and equipment, net
|
32,466
|
|
|
29,071
|
|
||
Tax credit real estate
|
17,045
|
|
|
17,259
|
|
||
Accrued interest receivable
|
9,102
|
|
|
8,276
|
|
||
Deferred income taxes, net
|
10,219
|
|
|
9,938
|
|
||
Other real estate
|
1,228
|
|
|
1,213
|
|
||
Goodwill
|
2,500
|
|
|
2,500
|
|
||
Other assets
|
4,218
|
|
|
3,802
|
|
||
Total Assets
|
$
|
2,407,257
|
|
|
$
|
2,334,318
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
||
Noninterest-bearing deposits
|
$
|
280,432
|
|
|
$
|
288,718
|
|
Interest-bearing deposits
|
1,626,903
|
|
|
1,546,351
|
|
||
Total deposits
|
$
|
1,907,335
|
|
|
$
|
1,835,069
|
|
Other borrowings
|
40,928
|
|
|
47,499
|
|
||
Federal Home Loan Bank borrowings
|
140,000
|
|
|
140,000
|
|
||
Accrued interest payable
|
859
|
|
|
902
|
|
||
Other liabilities
|
26,545
|
|
|
20,749
|
|
||
Total Liabilities
|
$
|
2,115,667
|
|
|
$
|
2,044,219
|
|
|
|
|
|
||||
Redeemable Common Stock Held by Employee Stock Ownership Plan (ESOP)
|
$
|
35,007
|
|
|
$
|
34,571
|
|
|
|
|
|
||||
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||
Common stock, no par value; authorized 10,000,000 shares; issued March 31, 2015 5,089,298 shares; December 31, 2014 5,088,927 shares
|
$
|
—
|
|
|
$
|
—
|
|
Paid in capital
|
43,060
|
|
|
42,925
|
|
||
Retained earnings
|
273,449
|
|
|
271,924
|
|
||
Accumulated other comprehensive loss
|
(422
|
)
|
|
(448
|
)
|
||
Unearned ESOP shares
|
(504
|
)
|
|
(504
|
)
|
||
Treasury stock at cost (March 31, 2015 401,075 shares; December 31, 2014 398,711 shares)
|
(23,993
|
)
|
|
(23,798
|
)
|
||
Total Stockholders' Equity
|
$
|
291,590
|
|
|
$
|
290,099
|
|
Less maximum cash obligation related to ESOP shares
|
35,007
|
|
|
34,571
|
|
||
Total Stockholders' Equity Less Maximum Cash Obligations Related to ESOP Shares
|
$
|
256,583
|
|
|
$
|
255,528
|
|
Total Liabilities & Stockholders' Equity
|
$
|
2,407,257
|
|
|
$
|
2,334,318
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Interest income:
|
|
|
|
||||
Loans, including fees
|
$
|
21,080
|
|
|
$
|
19,749
|
|
Investment securities:
|
|
|
|
|
|
||
Taxable
|
286
|
|
|
270
|
|
||
Nontaxable
|
843
|
|
|
836
|
|
||
Federal funds sold
|
5
|
|
|
10
|
|
||
Total interest income
|
$
|
22,214
|
|
|
$
|
20,865
|
|
Interest expense:
|
|
|
|
|
|
||
Deposits
|
$
|
2,164
|
|
|
$
|
2,469
|
|
Short-term borrowings
|
17
|
|
|
3
|
|
||
FHLB borrowings
|
1,454
|
|
|
1,378
|
|
||
Total interest expense
|
$
|
3,635
|
|
|
$
|
3,850
|
|
Net interest income
|
$
|
18,579
|
|
|
$
|
17,015
|
|
Provision for loan losses
|
(62
|
)
|
|
45
|
|
||
Net interest income after provision for loan losses
|
$
|
18,641
|
|
|
$
|
16,970
|
|
Noninterest income:
|
|
|
|
|
|
||
Net gain on sale of loans
|
$
|
308
|
|
|
$
|
111
|
|
Trust fees
|
1,569
|
|
|
1,460
|
|
||
Service charges and fees
|
1,946
|
|
|
1,837
|
|
||
Rental revenue on tax credit real estate
|
511
|
|
|
357
|
|
||
Net gain on sale of other real estate owned and other repossessed assets
|
7
|
|
|
72
|
|
||
Other noninterest income
|
649
|
|
|
584
|
|
||
|
$
|
4,990
|
|
|
$
|
4,421
|
|
|
|
|
|
||||
Noninterest expenses:
|
|
|
|
|
|
||
Salaries and employee benefits
|
$
|
6,651
|
|
|
$
|
6,257
|
|
Occupancy
|
1,015
|
|
|
1,009
|
|
||
Furniture and equipment
|
1,298
|
|
|
1,231
|
|
||
Office supplies and postage
|
441
|
|
|
382
|
|
||
Advertising and business development
|
774
|
|
|
628
|
|
||
Outside services
|
1,814
|
|
|
1,535
|
|
||
Rental expenses on tax credit real estate
|
602
|
|
|
530
|
|
||
FDIC insurance assessment
|
289
|
|
|
270
|
|
||
Other noninterest expense
|
315
|
|
|
416
|
|
||
|
$
|
13,199
|
|
|
$
|
12,258
|
|
Income before income taxes
|
$
|
10,432
|
|
|
$
|
9,133
|
|
Income taxes
|
3,052
|
|
|
2,389
|
|
||
Net income
|
$
|
7,380
|
|
|
$
|
6,744
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
|
|
||
Basic
|
$
|
1.58
|
|
|
$
|
1.43
|
|
Diluted
|
$
|
1.58
|
|
|
$
|
1.43
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net income
|
$
|
7,380
|
|
|
$
|
6,744
|
|
|
|
|
|
||||
Other comprehensive income (loss)
|
|
|
|
|
|
||
Securities:
|
|
|
|
|
|
||
Net change in unrealized gain on securities available for sale
|
$
|
1,133
|
|
|
$
|
84
|
|
Reclassification adjustment for net gains realized in net income
|
—
|
|
|
—
|
|
||
Income taxes
|
(433
|
)
|
|
(32
|
)
|
||
Other comprehensive income on securities available for sale
|
$
|
700
|
|
|
$
|
52
|
|
Derivatives used in cash flow hedging relationships:
|
|
|
|
|
|
||
Unrealized loss on derivatives
|
$
|
(1,092
|
)
|
|
$
|
(1,079
|
)
|
Income taxes
|
418
|
|
|
413
|
|
||
Other comprehensive loss on cash flow hedges
|
$
|
(674
|
)
|
|
$
|
(666
|
)
|
|
|
|
|
||||
Other comprehensive income (loss), net of tax
|
$
|
26
|
|
|
$
|
(614
|
)
|
|
|
|
|
||||
Comprehensive income
|
$
|
7,406
|
|
|
$
|
6,130
|
|
|
Paid In Capital
|
|
Retained Earnings
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Unearned ESOP
Shares
|
|
Treasury Stock
|
|
Maximum Cash
Obligation Related
To ESOP Shares
|
|
Total
|
||||||||||||||
Balance, December 31, 2013
|
$
|
42,194
|
|
|
$
|
250,370
|
|
|
$
|
1,591
|
|
|
$
|
(1,008
|
)
|
|
$
|
(19,784
|
)
|
|
$
|
(29,574
|
)
|
|
$
|
243,789
|
|
Issuance of 3,067 shares of common stock
|
111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|||||||
Issuance of 535 shares of common stock under the employee stock purchase plan
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||||
Unearned restricted stock compensation
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|||||||
Forfeiture of 166 shares of common stock
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||||
Share-based compensation
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||||
Income tax benefit related to share-based compensation
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|||||||
Change related to ESOP shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(395
|
)
|
|
(395
|
)
|
|||||||
Net income
|
—
|
|
|
6,744
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,744
|
|
|||||||
Cash dividends ($1.15 per share)
|
—
|
|
|
(5,421
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,421
|
)
|
|||||||
Purchase of 6,855 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(517
|
)
|
|
—
|
|
|
(517
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(614
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(614
|
)
|
|||||||
Balance, March 31, 2014
|
$
|
42,448
|
|
|
$
|
251,693
|
|
|
$
|
977
|
|
|
$
|
(1,008
|
)
|
|
$
|
(20,301
|
)
|
|
$
|
(29,969
|
)
|
|
$
|
243,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, December 31, 2014
|
$
|
42,925
|
|
|
$
|
271,924
|
|
|
$
|
(448
|
)
|
|
$
|
(504
|
)
|
|
$
|
(23,798
|
)
|
|
$
|
(34,571
|
)
|
|
$
|
255,528
|
|
Issuance of 146 shares of common stock
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||||
Issuance of 566 shares of common stock under the employee stock purchase plan
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||||
Unearned restricted stock compensation
|
89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|||||||
Forfeiture of 341 shares of common stock
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|||||||
Share-based compensation
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||||
Income tax benefit related to share-based compensation
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||||
Change related to ESOP shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(436
|
)
|
|
(436
|
)
|
|||||||
Net income
|
—
|
|
|
7,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,380
|
|
|||||||
Cash dividends ($1.25 per share)
|
—
|
|
|
(5,855
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,855
|
)
|
|||||||
Purchase of 2,364 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
|
—
|
|
|
(195
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|||||||
Balance, March 31, 2015
|
$
|
43,060
|
|
|
$
|
273,449
|
|
|
$
|
(422
|
)
|
|
$
|
(504
|
)
|
|
$
|
(23,993
|
)
|
|
$
|
(35,007
|
)
|
|
$
|
256,583
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Cash Flows from Operating Activities
|
|
|
|
||||
Net income
|
$
|
7,380
|
|
|
$
|
6,744
|
|
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
|
|
|
|
|
|
||
Depreciation
|
685
|
|
|
681
|
|
||
Provision for loan losses
|
(62
|
)
|
|
45
|
|
||
Share-based compensation
|
7
|
|
|
7
|
|
||
Forfeiture of common stock
|
(22
|
)
|
|
(12
|
)
|
||
Compensation expensed through issuance of common stock
|
57
|
|
|
49
|
|
||
Excess tax benefits from share-based compensation
|
(4
|
)
|
|
(50
|
)
|
||
Provision for deferred income taxes
|
(295
|
)
|
|
(321
|
)
|
||
Net gain on sale of other real estate owned and other repossessed assets
|
(7
|
)
|
|
(72
|
)
|
||
Increase in accrued interest receivable
|
(826
|
)
|
|
(1,075
|
)
|
||
Amortization of discount on investment securities, net
|
172
|
|
|
216
|
|
||
Increase in other assets
|
(413
|
)
|
|
(265
|
)
|
||
Increase in accrued interest payable and other liabilities
|
4,750
|
|
|
3,994
|
|
||
Loans originated for sale
|
(40,577
|
)
|
|
(16,518
|
)
|
||
Proceeds on sales of loans
|
37,050
|
|
|
19,686
|
|
||
Net gain on sales of loans
|
(308
|
)
|
|
(111
|
)
|
||
Net cash and cash equivalents provided by operating activities
|
$
|
7,587
|
|
|
$
|
12,998
|
|
|
|
|
|
||||
Cash Flows from Investing Activities
|
|
|
|
|
|
||
Proceeds from maturities of investment securities available for sale
|
$
|
11,906
|
|
|
$
|
22,806
|
|
Purchases of investment securities available for sale
|
(12,029
|
)
|
|
(23,480
|
)
|
||
Loans made to customers, net of collections
|
(9,131
|
)
|
|
(24,557
|
)
|
||
Proceeds on sale of other real estate owned and other repossessed assets
|
55
|
|
|
489
|
|
||
Purchases of property and equipment
|
(4,080
|
)
|
|
(190
|
)
|
||
Income from tax credit real estate, net
|
214
|
|
|
209
|
|
||
Net cash and cash equivalents used in investing activities
|
$
|
(13,065
|
)
|
|
$
|
(24,723
|
)
|
|
|
|
|
||||
Cash Flows from Financing Activities
|
|
|
|
|
|
||
Net increase in deposits
|
$
|
72,266
|
|
|
$
|
64,326
|
|
Net decrease in other borrowings
|
(6,571
|
)
|
|
(1,439
|
)
|
||
Stock options exercised
|
—
|
|
|
101
|
|
||
Excess tax benefits related to share-based compensation
|
4
|
|
|
50
|
|
||
Purchase of treasury stock
|
(195
|
)
|
|
(517
|
)
|
||
Dividends paid
|
(5,855
|
)
|
|
(5,421
|
)
|
||
Net cash and cash equivalents provided by financing activities
|
$
|
59,649
|
|
|
$
|
57,100
|
|
HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued) (Amounts In Thousands)
|
|||||||
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Increase in cash and cash equivalents
|
$
|
54,171
|
|
|
$
|
45,375
|
|
Cash and cash equivalents:
|
|
|
|
|
|
||
Beginning of year
|
29,174
|
|
|
43,702
|
|
||
End of period
|
$
|
83,345
|
|
|
$
|
89,077
|
|
|
|
|
|
||||
Supplemental Disclosures
|
|
|
|
|
|
||
Cash payments for:
|
|
|
|
|
|
||
Interest paid to depositors
|
$
|
2,207
|
|
|
$
|
2,535
|
|
Interest paid on other obligations
|
1,471
|
|
|
1,381
|
|
||
Income taxes paid
|
120
|
|
|
502
|
|
||
|
|
|
|
||||
Noncash activities:
|
|
|
|
|
|
||
Increase in maximum cash obligation related to ESOP shares
|
$
|
436
|
|
|
$
|
395
|
|
Transfers to other real estate owned
|
63
|
|
|
800
|
|
||
Sale and financing of other real estate owned
|
113
|
|
|
—
|
|
Note 1.
|
Summary of Significant Accounting Policies
|
Note 2.
|
Earnings Per Share
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Common shares outstanding at the beginning of the period
|
4,690,216
|
|
|
4,711,995
|
|
||
Weighted average number of net shares redeemed
|
(8,568
|
)
|
|
(1,502
|
)
|
||
Weighted average shares outstanding (basic)
|
4,681,648
|
|
|
4,710,493
|
|
||
Weighted average of potential dilutive shares attributable to stock options granted, computed under the treasury stock method
|
2,490
|
|
|
2,591
|
|
||
Weighted average number of shares (diluted)
|
4,684,138
|
|
|
4,713,084
|
|
||
Net income (In thousands)
|
$
|
7,380
|
|
|
$
|
6,744
|
|
Earnings per share:
|
|
|
|
|
|
||
Basic
|
$
|
1.58
|
|
|
$
|
1.43
|
|
Diluted
|
$
|
1.58
|
|
|
$
|
1.43
|
|
Note 3.
|
Other Comprehensive Income (Loss)
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
(amounts in thousands)
|
||||||
Net unrealized gain on available-for-sale securities
|
$
|
3,205
|
|
|
$
|
2,072
|
|
Net unrealized loss on derivatives used for cash flow hedges
|
(3,888
|
)
|
|
(2,796
|
)
|
||
Tax effect
|
261
|
|
|
276
|
|
||
Net-of-tax amount
|
$
|
(422
|
)
|
|
$
|
(448
|
)
|
Note 4.
|
Securities
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Securities available for sale
|
|
|
|
|
|
|
|
||||||
U.S. Treasury
|
$
|
22,569
|
|
|
8.68
|
%
|
|
$
|
22,333
|
|
|
8.62
|
%
|
Other securities (FHLB, FHLMC and FNMA)
|
65,951
|
|
|
25.38
|
|
|
67,691
|
|
|
26.14
|
|
||
State and political subdivisions
|
171,358
|
|
|
65.94
|
|
|
168,968
|
|
|
65.24
|
|
||
Total securities available for sale
|
$
|
259,878
|
|
|
100.00
|
%
|
|
$
|
258,992
|
|
|
100.00
|
%
|
|
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
(Losses)
|
|
Estimated Fair
Value
|
||||||||
March 31, 2015:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
22,362
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
22,569
|
|
Other securities (FHLB, FHLMC and FNMA)
|
65,693
|
|
|
294
|
|
|
(36
|
)
|
|
65,951
|
|
||||
State and political subdivisions
|
168,618
|
|
|
2,921
|
|
|
(181
|
)
|
|
171,358
|
|
||||
Total
|
$
|
256,673
|
|
|
$
|
3,422
|
|
|
$
|
(217
|
)
|
|
$
|
259,878
|
|
December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury
|
$
|
22,351
|
|
|
$
|
18
|
|
|
$
|
(36
|
)
|
|
$
|
22,333
|
|
Other securities (FHLB, FHLMC and FNMA)
|
67,644
|
|
|
147
|
|
|
(100
|
)
|
|
67,691
|
|
||||
State and political subdivisions
|
166,925
|
|
|
2,499
|
|
|
(456
|
)
|
|
168,968
|
|
||||
Total
|
$
|
256,920
|
|
|
$
|
2,664
|
|
|
$
|
(592
|
)
|
|
$
|
258,992
|
|
|
Amortized
Cost
|
|
Fair Value
|
||||
Due in one year or less
|
$
|
41,404
|
|
|
$
|
41,510
|
|
Due after one year through five years
|
143,583
|
|
|
145,765
|
|
||
Due after five years through ten years
|
70,361
|
|
|
71,278
|
|
||
Due over ten years
|
1,325
|
|
|
1,325
|
|
||
Total
|
$
|
256,673
|
|
|
$
|
259,878
|
|
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||||||||||||||||||||
March 31, 2015
Description of Securities |
#
|
|
Fair Value
|
|
Unrealized
Loss
|
|
%
|
|
#
|
|
Fair Value
|
|
Unrealized
Loss
|
|
%
|
|
#
|
|
Fair Value
|
|
Unrealized
Loss
|
|
%
|
||||||||||||||||||
U.S. Treasury
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other securities (FHLB, FHLMC and FNMA)
|
5
|
|
|
13,423
|
|
|
(36
|
)
|
|
0.27
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
5
|
|
|
13,423
|
|
|
(36
|
)
|
|
0.27
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
State and political subdivisions
|
66
|
|
|
14,617
|
|
|
(70
|
)
|
|
0.48
|
%
|
|
28
|
|
|
6,070
|
|
|
(111
|
)
|
|
1.83
|
%
|
|
94
|
|
|
20,687
|
|
|
(181
|
)
|
|
0.87
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total temporarily impaired securities
|
71
|
|
|
$
|
28,040
|
|
|
$
|
(106
|
)
|
|
0.38
|
%
|
|
28
|
|
|
$
|
6,070
|
|
|
$
|
(111
|
)
|
|
1.83
|
%
|
|
99
|
|
|
$
|
34,110
|
|
|
$
|
(217
|
)
|
|
0.64
|
%
|
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||||||||||||||||||||
December 31, 2014
Description of Securities |
#
|
|
Fair Value
|
|
Unrealized
Loss
|
|
%
|
|
#
|
|
Fair Value
|
|
Unrealized
Loss
|
|
%
|
|
#
|
|
Fair Value
|
|
Unrealized
Loss
|
|
%
|
||||||||||||||||||
U.S. Treasury
|
5
|
|
|
$
|
12,396
|
|
|
$
|
(36
|
)
|
|
0.29
|
%
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
5
|
|
|
$
|
12,396
|
|
|
$
|
(36
|
)
|
|
0.29
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other securities (FHLB, FHLMC and FNMA)
|
10
|
|
|
24,382
|
|
|
(100
|
)
|
|
0.41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
24,382
|
|
|
(100
|
)
|
|
0.41
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
State and political subdivisions
|
91
|
|
|
21,724
|
|
|
(124
|
)
|
|
0.57
|
|
|
78
|
|
|
16,154
|
|
|
(332
|
)
|
|
2.06
|
|
|
169
|
|
|
37,878
|
|
|
(456
|
)
|
|
1.20
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total temporarily impaired securities
|
106
|
|
|
$
|
58,502
|
|
|
$
|
(260
|
)
|
|
0.44
|
%
|
|
78
|
|
|
$
|
16,154
|
|
|
$
|
(332
|
)
|
|
2.06
|
%
|
|
184
|
|
|
$
|
74,656
|
|
|
$
|
(592
|
)
|
|
0.79
|
%
|
Note 5.
|
Loans
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(Amounts In Thousands)
|
||||||
Agricultural
|
$
|
88,574
|
|
|
$
|
97,645
|
|
Commercial and financial
|
180,392
|
|
|
174,738
|
|
||
Real estate:
|
|
|
|
||||
Construction, 1 to 4 family residential
|
50,541
|
|
|
45,949
|
|
||
Construction, land development and commercial
|
76,003
|
|
|
77,020
|
|
||
Mortgage, farmland
|
169,058
|
|
|
162,503
|
|
||
Mortgage, 1 to 4 family first liens
|
678,054
|
|
|
672,674
|
|
||
Mortgage, 1 to 4 family junior liens
|
110,728
|
|
|
110,284
|
|
||
Mortgage, multi-family
|
243,441
|
|
|
245,213
|
|
||
Mortgage, commercial
|
321,216
|
|
|
321,601
|
|
||
Loans to individuals
|
21,003
|
|
|
21,342
|
|
||
Obligations of state and political subdivisions
|
55,160
|
|
|
55,729
|
|
||
|
$
|
1,994,170
|
|
|
$
|
1,984,698
|
|
Net unamortized fees and costs
|
689
|
|
|
691
|
|
||
|
$
|
1,994,859
|
|
|
$
|
1,985,389
|
|
Less allowance for loan losses
|
24,360
|
|
|
24,020
|
|
||
|
$
|
1,970,499
|
|
|
$
|
1,961,369
|
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||||||||||||||
|
Agricultural
|
|
Commercial and
Financial
|
|
Real Estate:
Construction and
land development
|
|
Real Estate:
Mortgage,
farmland
|
|
Real Estate:
Mortgage, 1 to 4
family
|
|
Real Estate:
Mortgage, multi-
family and
commercial
|
|
Other
|
|
Total
|
||||||||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
2,515
|
|
|
$
|
4,231
|
|
|
$
|
2,241
|
|
|
$
|
2,672
|
|
|
$
|
7,419
|
|
|
$
|
4,195
|
|
|
$
|
747
|
|
|
$
|
24,020
|
|
Charge-offs
|
(43
|
)
|
|
(66
|
)
|
|
(84
|
)
|
|
—
|
|
|
(347
|
)
|
|
(179
|
)
|
|
(48
|
)
|
|
(767
|
)
|
||||||||
Recoveries
|
82
|
|
|
401
|
|
|
151
|
|
|
6
|
|
|
413
|
|
|
70
|
|
|
46
|
|
|
1,169
|
|
||||||||
Provision
|
(10
|
)
|
|
(208
|
)
|
|
(58
|
)
|
|
99
|
|
|
(29
|
)
|
|
39
|
|
|
105
|
|
|
(62
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ending balance
|
$
|
2,544
|
|
|
$
|
4,358
|
|
|
$
|
2,250
|
|
|
$
|
2,777
|
|
|
$
|
7,456
|
|
|
$
|
4,125
|
|
|
$
|
850
|
|
|
$
|
24,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ending balance, individually evaluated for impairment
|
$
|
13
|
|
|
$
|
7
|
|
|
$
|
33
|
|
|
$
|
26
|
|
|
$
|
68
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ending balance, collectively evaluated for impairment
|
$
|
2,531
|
|
|
$
|
4,351
|
|
|
$
|
2,217
|
|
|
$
|
2,751
|
|
|
$
|
7,388
|
|
|
$
|
4,117
|
|
|
$
|
850
|
|
|
$
|
24,205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ending balance
|
$
|
88,574
|
|
|
$
|
180,392
|
|
|
$
|
126,544
|
|
|
$
|
169,058
|
|
|
$
|
788,782
|
|
|
$
|
564,657
|
|
|
$
|
76,163
|
|
|
$
|
1,994,170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ending balance, individually evaluated for impairment
|
$
|
1,851
|
|
|
$
|
2,284
|
|
|
$
|
954
|
|
|
$
|
2,464
|
|
|
$
|
3,559
|
|
|
$
|
9,536
|
|
|
$
|
—
|
|
|
$
|
20,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ending balance, collectively evaluated for impairment
|
$
|
86,723
|
|
|
$
|
178,108
|
|
|
$
|
125,590
|
|
|
$
|
166,594
|
|
|
$
|
785,223
|
|
|
$
|
555,121
|
|
|
$
|
76,163
|
|
|
$
|
1,973,522
|
|
|
Three Months Ended March 31, 2014
|
||||||||||||||||||||||||||||||
|
Agricultural
|
|
Commercial and
Financial
|
|
Real Estate:
Construction and
land development
|
|
Real Estate:
Mortgage,
farmland
|
|
Real Estate:
Mortgage,
1 to 4 family
|
|
Real Estate:
Mortgage, multi-
family and
commercial
|
|
Other
|
|
Total
|
||||||||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
2,852
|
|
|
$
|
4,733
|
|
|
$
|
2,918
|
|
|
$
|
2,557
|
|
|
$
|
7,064
|
|
|
$
|
4,787
|
|
|
$
|
639
|
|
|
$
|
25,550
|
|
Charge-offs
|
(100
|
)
|
|
(84
|
)
|
|
(2
|
)
|
|
—
|
|
|
(307
|
)
|
|
—
|
|
|
(33
|
)
|
|
$
|
(526
|
)
|
|||||||
Recoveries
|
3
|
|
|
350
|
|
|
186
|
|
|
—
|
|
|
179
|
|
|
41
|
|
|
32
|
|
|
$
|
791
|
|
|||||||
Provision
|
1,307
|
|
|
(480
|
)
|
|
(141
|
)
|
|
225
|
|
|
(315
|
)
|
|
(564
|
)
|
|
13
|
|
|
$
|
45
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ending balance
|
$
|
4,062
|
|
|
$
|
4,519
|
|
|
$
|
2,961
|
|
|
$
|
2,782
|
|
|
$
|
6,621
|
|
|
$
|
4,264
|
|
|
$
|
651
|
|
|
$
|
25,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ending balance, individually evaluated for impairment
|
$
|
3
|
|
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
58
|
|
|
$
|
208
|
|
|
$
|
—
|
|
|
$
|
297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ending balance, collectively evaluated for impairment
|
$
|
4,059
|
|
|
$
|
4,505
|
|
|
$
|
2,947
|
|
|
$
|
2,782
|
|
|
$
|
6,563
|
|
|
$
|
4,056
|
|
|
$
|
651
|
|
|
$
|
25,563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ending balance
|
$
|
88,218
|
|
|
$
|
162,855
|
|
|
$
|
99,830
|
|
|
$
|
145,620
|
|
|
$
|
715,688
|
|
|
$
|
564,919
|
|
|
$
|
73,054
|
|
|
$
|
1,850,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ending balance, individually evaluated for impairment
|
$
|
274
|
|
|
$
|
2,669
|
|
|
$
|
1,285
|
|
|
$
|
284
|
|
|
$
|
4,011
|
|
|
$
|
17,662
|
|
|
$
|
—
|
|
|
$
|
26,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ending balance, collectively evaluated for impairment
|
$
|
87,944
|
|
|
$
|
160,186
|
|
|
$
|
98,545
|
|
|
$
|
145,336
|
|
|
$
|
711,677
|
|
|
$
|
547,257
|
|
|
$
|
73,054
|
|
|
$
|
1,823,999
|
|
|
Agricultural
|
|
Commercial and
Financial
|
|
Real Estate:
Construction, 1 to 4
family residential
|
|
Real Estate:
Construction, land
development and
commercial
|
||||||||
March 31, 2015
|
|
|
|
|
|
|
|
||||||||
Grade:
|
|
|
|
|
|
|
|
||||||||
Excellent
|
$
|
1,270
|
|
|
$
|
4,428
|
|
|
$
|
—
|
|
|
$
|
271
|
|
Good
|
12,913
|
|
|
29,593
|
|
|
7,011
|
|
|
16,109
|
|
||||
Satisfactory
|
37,680
|
|
|
107,829
|
|
|
30,039
|
|
|
44,116
|
|
||||
Monitor
|
11,883
|
|
|
21,105
|
|
|
8,729
|
|
|
3,652
|
|
||||
Special Mention
|
22,156
|
|
|
12,009
|
|
|
3,586
|
|
|
11,658
|
|
||||
Substandard
|
2,672
|
|
|
5,428
|
|
|
1,176
|
|
|
197
|
|
||||
Total
|
$
|
88,574
|
|
|
$
|
180,392
|
|
|
$
|
50,541
|
|
|
$
|
76,003
|
|
|
Real Estate:
Mortgage,
farmland
|
|
Real Estate:
Mortgage, 1 to 4
family first liens
|
|
Real Estate: Mortgage,
1 to 4 family junior
liens
|
|
Real Estate:
Mortgage, multi-
family
|
||||||||
March 31, 2015
|
|
|
|
|
|
|
|
||||||||
Grade:
|
|
|
|
|
|
|
|
||||||||
Excellent
|
$
|
2,701
|
|
|
$
|
464
|
|
|
$
|
—
|
|
|
$
|
6,925
|
|
Good
|
34,038
|
|
|
21,627
|
|
|
3,166
|
|
|
72,585
|
|
||||
Satisfactory
|
105,477
|
|
|
575,973
|
|
|
99,103
|
|
|
111,397
|
|
||||
Monitor
|
12,233
|
|
|
43,324
|
|
|
3,963
|
|
|
35,196
|
|
||||
Special Mention
|
11,119
|
|
|
18,082
|
|
|
2,425
|
|
|
16,972
|
|
||||
Substandard
|
3,490
|
|
|
18,584
|
|
|
2,071
|
|
|
366
|
|
||||
Total
|
$
|
169,058
|
|
|
$
|
678,054
|
|
|
$
|
110,728
|
|
|
$
|
243,441
|
|
|
Real Estate:
Mortgage,
commercial
|
|
Loans to
individuals
|
|
Obligations of state and
political subdivisions
|
|
Total
|
||||||||
March 31, 2015
|
|
|
|
|
|
|
|
||||||||
Grade:
|
|
|
|
|
|
|
|
||||||||
Excellent
|
$
|
15,466
|
|
|
$
|
—
|
|
|
$
|
2,422
|
|
|
$
|
33,947
|
|
Good
|
82,434
|
|
|
95
|
|
|
42,677
|
|
|
322,248
|
|
||||
Satisfactory
|
184,925
|
|
|
20,095
|
|
|
10,035
|
|
|
1,326,669
|
|
||||
Monitor
|
22,407
|
|
|
340
|
|
|
—
|
|
|
162,832
|
|
||||
Special Mention
|
10,076
|
|
|
287
|
|
|
26
|
|
|
108,396
|
|
||||
Substandard
|
5,908
|
|
|
186
|
|
|
—
|
|
|
40,078
|
|
||||
Total
|
$
|
321,216
|
|
|
$
|
21,003
|
|
|
$
|
55,160
|
|
|
$
|
1,994,170
|
|
|
Agricultural
|
|
Commercial and
Financial
|
|
Real Estate:
Construction, 1 to 4
family residential
|
|
Real Estate:
Construction, land
development and
commercial
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Grade:
|
|
|
|
|
|
|
|
||||||||
Excellent
|
$
|
1,375
|
|
|
$
|
4,820
|
|
|
$
|
—
|
|
|
$
|
276
|
|
Good
|
13,214
|
|
|
37,941
|
|
|
6,893
|
|
|
13,875
|
|
||||
Satisfactory
|
51,107
|
|
|
94,158
|
|
|
27,738
|
|
|
47,852
|
|
||||
Monitor
|
15,243
|
|
|
20,445
|
|
|
8,435
|
|
|
2,811
|
|
||||
Special Mention
|
13,070
|
|
|
11,031
|
|
|
1,881
|
|
|
11,870
|
|
||||
Substandard
|
3,636
|
|
|
6,343
|
|
|
1,002
|
|
|
336
|
|
||||
Total
|
$
|
97,645
|
|
|
$
|
174,738
|
|
|
$
|
45,949
|
|
|
$
|
77,020
|
|
|
Real Estate:
Mortgage,
farmland
|
|
Real Estate:
Mortgage, 1 to 4
family first liens
|
|
Real Estate: Mortgage,
1 to 4 family junior
liens
|
|
Real Estate:
Mortgage, multi-
family
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Grade:
|
|
|
|
|
|
|
|
||||||||
Excellent
|
$
|
2,867
|
|
|
$
|
474
|
|
|
$
|
—
|
|
|
$
|
7,011
|
|
Good
|
36,680
|
|
|
22,094
|
|
|
2,875
|
|
|
73,852
|
|
||||
Satisfactory
|
103,552
|
|
|
571,546
|
|
|
99,095
|
|
|
111,650
|
|
||||
Monitor
|
11,754
|
|
|
41,805
|
|
|
3,377
|
|
|
35,812
|
|
||||
Special Mention
|
4,721
|
|
|
18,428
|
|
|
2,520
|
|
|
16,611
|
|
||||
Substandard
|
2,929
|
|
|
18,327
|
|
|
2,417
|
|
|
277
|
|
||||
Total
|
$
|
162,503
|
|
|
$
|
672,674
|
|
|
$
|
110,284
|
|
|
$
|
245,213
|
|
|
Real Estate:
Mortgage,
commercial
|
|
Loans to
individuals
|
|
Obligations of state and
political subdivisions
|
|
Total
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Grade:
|
|
|
|
|
|
|
|
||||||||
Excellent
|
$
|
15,416
|
|
|
$
|
87
|
|
|
$
|
2,440
|
|
|
$
|
34,766
|
|
Good
|
87,612
|
|
|
94
|
|
|
43,108
|
|
|
338,238
|
|
||||
Satisfactory
|
178,069
|
|
|
20,465
|
|
|
10,181
|
|
|
1,315,413
|
|
||||
Monitor
|
25,165
|
|
|
251
|
|
|
—
|
|
|
165,098
|
|
||||
Special Mention
|
9,371
|
|
|
353
|
|
|
—
|
|
|
89,856
|
|
||||
Substandard
|
5,968
|
|
|
92
|
|
|
—
|
|
|
41,327
|
|
||||
Total
|
$
|
321,601
|
|
|
$
|
21,342
|
|
|
$
|
55,729
|
|
|
$
|
1,984,698
|
|
|
30 - 59 Days
Past Due
|
|
60 - 89 Days
Past Due
|
|
90 Days
or More
Past Due
|
|
Total Past
Due
|
|
Current
|
|
Total
Loans
Receivable
|
|
Accruing Loans
Past Due 90
Days or More
|
||||||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Agricultural
|
$
|
1,797
|
|
|
$
|
—
|
|
|
$
|
70
|
|
|
$
|
1,867
|
|
|
$
|
86,707
|
|
|
$
|
88,574
|
|
|
$
|
—
|
|
Commercial and financial
|
1,662
|
|
|
—
|
|
|
208
|
|
|
1,870
|
|
|
178,522
|
|
|
180,392
|
|
|
—
|
|
|||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction, 1 to 4 family residential
|
276
|
|
|
—
|
|
|
199
|
|
|
475
|
|
|
50,066
|
|
|
50,541
|
|
|
—
|
|
|||||||
Construction, land development and commercial
|
1,136
|
|
|
74
|
|
|
—
|
|
|
1,210
|
|
|
74,793
|
|
|
76,003
|
|
|
—
|
|
|||||||
Mortgage, farmland
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
169,058
|
|
|
169,058
|
|
|
—
|
|
|||||||
Mortgage, 1 to 4 family first liens
|
4,273
|
|
|
271
|
|
|
759
|
|
|
5,303
|
|
|
672,751
|
|
|
678,054
|
|
|
—
|
|
|||||||
Mortgage, 1 to 4 family junior liens
|
172
|
|
|
16
|
|
|
—
|
|
|
188
|
|
|
110,540
|
|
|
110,728
|
|
|
—
|
|
|||||||
Mortgage, multi-family
|
821
|
|
|
—
|
|
|
—
|
|
|
821
|
|
|
242,620
|
|
|
243,441
|
|
|
—
|
|
|||||||
Mortgage, commercial
|
1,463
|
|
|
227
|
|
|
33
|
|
|
1,723
|
|
|
319,493
|
|
|
321,216
|
|
|
—
|
|
|||||||
Loans to individuals
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
20,975
|
|
|
21,003
|
|
|
—
|
|
|||||||
Obligations of state and political subdivisions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,160
|
|
|
55,160
|
|
|
—
|
|
|||||||
|
$
|
11,628
|
|
|
$
|
588
|
|
|
$
|
1,269
|
|
|
$
|
13,485
|
|
|
$
|
1,980,685
|
|
|
$
|
1,994,170
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Agricultural
|
$
|
310
|
|
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
409
|
|
|
$
|
97,236
|
|
|
$
|
97,645
|
|
|
$
|
—
|
|
Commercial and financial
|
397
|
|
|
14
|
|
|
1,048
|
|
|
1,459
|
|
|
$
|
173,279
|
|
|
174,738
|
|
|
—
|
|
||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Construction, 1 to 4 family residential
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
45,949
|
|
|
45,949
|
|
|
—
|
|
||||||
Construction, land development and commercial
|
937
|
|
|
—
|
|
|
—
|
|
|
937
|
|
|
$
|
76,083
|
|
|
77,020
|
|
|
—
|
|
||||||
Mortgage, farmland
|
753
|
|
|
—
|
|
|
—
|
|
|
753
|
|
|
$
|
161,750
|
|
|
162,503
|
|
|
—
|
|
||||||
Mortgage, 1 to 4 family first liens
|
3,594
|
|
|
1,656
|
|
|
1,582
|
|
|
6,832
|
|
|
$
|
665,842
|
|
|
672,674
|
|
|
348
|
|
||||||
Mortgage, 1 to 4 family junior liens
|
181
|
|
|
12
|
|
|
244
|
|
|
437
|
|
|
$
|
109,847
|
|
|
110,284
|
|
|
—
|
|
||||||
Mortgage, multi-family
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
$
|
245,192
|
|
|
245,213
|
|
|
—
|
|
||||||
Mortgage, commercial
|
359
|
|
|
557
|
|
|
34
|
|
|
950
|
|
|
$
|
320,651
|
|
|
321,601
|
|
|
—
|
|
||||||
Loans to individuals
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
$
|
21,315
|
|
|
21,342
|
|
|
—
|
|
||||||
Obligations of state and political subdivisions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,729
|
|
|
55,729
|
|
|
—
|
|
|||||||
|
$
|
6,558
|
|
|
$
|
2,359
|
|
|
$
|
2,908
|
|
|
$
|
11,825
|
|
|
$
|
1,972,873
|
|
|
$
|
1,984,698
|
|
|
$
|
348
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Non-accrual
loans (1)
|
|
Accruing loans
past due 90 days
or more
|
|
TDR loans
|
|
Non-
accrual
loans (1)
|
|
Accruing loans
past due 90 days
or more
|
|
TDR loans
|
||||||||||||
|
(Amounts In Thousands)
|
|
(Amounts In Thousands)
|
||||||||||||||||||||
Agricultural
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
1,781
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,942
|
|
Commercial and financial
|
1,402
|
|
|
—
|
|
|
882
|
|
|
1,343
|
|
|
—
|
|
|
1,366
|
|
||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Construction, 1 to 4 family residential
|
503
|
|
|
—
|
|
|
326
|
|
|
—
|
|
|
—
|
|
|
431
|
|
||||||
Construction, land development and commercial
|
—
|
|
|
—
|
|
|
125
|
|
|
127
|
|
|
—
|
|
|
—
|
|
||||||
Mortgage, farmland
|
—
|
|
|
—
|
|
|
2,464
|
|
|
—
|
|
|
—
|
|
|
2,220
|
|
||||||
Mortgage, 1 to 4 family first liens
|
2,060
|
|
|
—
|
|
|
1,343
|
|
|
1,912
|
|
|
348
|
|
|
1,199
|
|
||||||
Mortgage, 1 to 4 family junior liens
|
129
|
|
|
—
|
|
|
27
|
|
|
369
|
|
|
—
|
|
|
—
|
|
||||||
Mortgage, multi-family
|
148
|
|
|
—
|
|
|
5,436
|
|
|
55
|
|
|
—
|
|
|
5,470
|
|
||||||
Mortgage, commercial
|
2,113
|
|
|
—
|
|
|
1,839
|
|
|
2,275
|
|
|
—
|
|
|
1,712
|
|
||||||
Loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
6,425
|
|
|
$
|
—
|
|
|
$
|
14,223
|
|
|
$
|
6,081
|
|
|
$
|
348
|
|
|
$
|
14,340
|
|
(1)
|
There were
$2.07 million
and
$2.14 million
of TDR loans included within nonaccrual loans as of
March 31, 2015
and
December 31, 2014
, respectively.
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||
|
Number
of
contracts
|
|
Recorded
investment
|
|
Commitments
outstanding
|
|
Number
of
contracts
|
|
Recorded
investment
|
|
Commitments
outstanding
|
||||||||||
|
|
|
(Amounts In Thousands)
|
|
|
|
(Amounts In Thousands)
|
||||||||||||||
Agricultural
|
8
|
|
|
$
|
1,782
|
|
|
$
|
130
|
|
|
9
|
|
|
$
|
1,942
|
|
|
$
|
272
|
|
Commercial and financial
|
12
|
|
|
1,844
|
|
|
87
|
|
|
13
|
|
|
2,202
|
|
|
53
|
|
||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction, 1 to 4 family residential
|
3
|
|
|
499
|
|
|
11
|
|
|
3
|
|
|
431
|
|
|
111
|
|
||||
Construction, land development and commercial
|
1
|
|
|
135
|
|
|
—
|
|
|
1
|
|
|
127
|
|
|
—
|
|
||||
Mortgage, farmland
|
6
|
|
|
2,464
|
|
|
—
|
|
|
4
|
|
|
2,220
|
|
|
—
|
|
||||
Mortgage, 1 to 4 family first liens
|
12
|
|
|
1,608
|
|
|
45
|
|
|
11
|
|
|
1,467
|
|
|
—
|
|
||||
Mortgage, 1 to 4 family junior liens
|
1
|
|
|
27
|
|
|
—
|
|
|
1
|
|
|
225
|
|
|
65
|
|
||||
Mortgage, multi-family
|
2
|
|
|
5,436
|
|
|
—
|
|
|
2
|
|
|
5,470
|
|
|
—
|
|
||||
Mortgage, commercial
|
9
|
|
|
2,505
|
|
|
—
|
|
|
8
|
|
|
2,398
|
|
|
—
|
|
||||
Loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
54
|
|
|
$
|
16,300
|
|
|
$
|
273
|
|
|
52
|
|
|
$
|
16,482
|
|
|
$
|
501
|
|
|
Three Months Ended March 31, 2015
|
|||||||||
|
Number
of
contracts
|
|
Pre-modification
recorded
investment
|
|
Post-modification
recorded
investment
|
|||||
|
|
|
(Amounts In Thousands)
|
|||||||
Agricultural
|
3
|
|
|
$
|
160
|
|
|
$
|
160
|
|
Commercial and financial
|
1
|
|
|
191
|
|
|
177
|
|
||
Real estate:
|
|
|
|
|
|
|
|
|
||
Construction, 1 to 4 family residential
|
—
|
|
|
—
|
|
|
—
|
|
||
Construction, land development and commercial
|
—
|
|
|
—
|
|
|
—
|
|
||
Mortgage, farmland
|
3
|
|
|
644
|
|
|
531
|
|
||
Mortgage, 1 to 4 family first lien
|
1
|
|
|
157
|
|
|
157
|
|
||
Mortgage, 1 to 4 family junior liens
|
1
|
|
|
27
|
|
|
27
|
|
||
Mortgage, multi-family
|
—
|
|
|
—
|
|
|
—
|
|
||
Mortgage, commercial
|
1
|
|
|
178
|
|
|
146
|
|
||
|
10
|
|
|
$
|
1,357
|
|
|
$
|
1,198
|
|
|
March 31, 2015
|
|
Three Months Ended
March 31, 2015 |
||||||||||||||||
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average Recorded
Investment
|
|
Interest Income
Recognized
|
||||||||||
With no related allowance recorded:
|
(Amounts In Thousands)
|
||||||||||||||||||
Agricultural
|
$
|
1,683
|
|
|
$
|
1,709
|
|
|
$
|
—
|
|
|
$
|
1,576
|
|
|
$
|
18
|
|
Commercial and financial
|
1,678
|
|
|
3,197
|
|
|
—
|
|
|
1,724
|
|
|
4
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Construction, 1 to 4 family residential
|
183
|
|
|
244
|
|
|
—
|
|
|
179
|
|
|
1
|
|
|||||
Construction, land development and commercial
|
125
|
|
|
220
|
|
|
—
|
|
|
126
|
|
|
1
|
|
|||||
Mortgage, farmland
|
2,332
|
|
|
2,445
|
|
|
—
|
|
|
2,354
|
|
|
28
|
|
|||||
Mortgage, 1 to 4 family first liens
|
3,089
|
|
|
3,769
|
|
|
—
|
|
|
3,175
|
|
|
12
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
129
|
|
|
426
|
|
|
—
|
|
|
136
|
|
|
—
|
|
|||||
Mortgage, multi-family
|
5,584
|
|
|
5,677
|
|
|
—
|
|
|
5,609
|
|
|
61
|
|
|||||
Mortgage, commercial
|
3,259
|
|
|
4,735
|
|
|
—
|
|
|
3,363
|
|
|
15
|
|
|||||
Loans to individuals
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
18,062
|
|
|
$
|
22,442
|
|
|
$
|
—
|
|
|
$
|
18,242
|
|
|
$
|
140
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Agricultural
|
$
|
168
|
|
|
$
|
168
|
|
|
$
|
13
|
|
|
$
|
170
|
|
|
$
|
2
|
|
Commercial and financial
|
606
|
|
|
606
|
|
|
7
|
|
|
620
|
|
|
8
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction, 1 to 4 family residential
|
646
|
|
|
658
|
|
|
33
|
|
|
646
|
|
|
2
|
|
|||||
Construction, land development and commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage, farmland
|
132
|
|
|
132
|
|
|
26
|
|
|
132
|
|
|
2
|
|
|||||
Mortgage, 1 to 4 family first liens
|
314
|
|
|
313
|
|
|
63
|
|
|
313
|
|
|
3
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
27
|
|
|
27
|
|
|
5
|
|
|
27
|
|
|
—
|
|
|||||
Mortgage, multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage, commercial
|
693
|
|
|
693
|
|
|
8
|
|
|
695
|
|
|
9
|
|
|||||
Loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
2,586
|
|
|
$
|
2,597
|
|
|
$
|
155
|
|
|
$
|
2,603
|
|
|
$
|
26
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Agricultural
|
$
|
1,851
|
|
|
$
|
1,877
|
|
|
$
|
13
|
|
|
$
|
1,746
|
|
|
$
|
20
|
|
Commercial and financial
|
2,284
|
|
|
3,803
|
|
|
7
|
|
|
2,344
|
|
|
12
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction, 1 to 4 family residential
|
829
|
|
|
902
|
|
|
33
|
|
|
825
|
|
|
3
|
|
|||||
Construction, land development and commercial
|
125
|
|
|
220
|
|
|
—
|
|
|
126
|
|
|
1
|
|
|||||
Mortgage, farmland
|
2,464
|
|
|
2,577
|
|
|
26
|
|
|
2,486
|
|
|
30
|
|
|||||
Mortgage, 1 to 4 family first liens
|
3,403
|
|
|
4,082
|
|
|
63
|
|
|
3,488
|
|
|
15
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
156
|
|
|
453
|
|
|
5
|
|
|
163
|
|
|
—
|
|
|||||
Mortgage, multi-family
|
5,584
|
|
|
5,677
|
|
|
—
|
|
|
5,609
|
|
|
61
|
|
|||||
Mortgage, commercial
|
3,952
|
|
|
5,428
|
|
|
8
|
|
|
4,058
|
|
|
24
|
|
|||||
Loans to individuals
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
20,648
|
|
|
$
|
25,039
|
|
|
$
|
155
|
|
|
$
|
20,845
|
|
|
$
|
166
|
|
|
Recorded
Investment
|
|
Unpaid Principal
Balance
|
|
Related
Allowance
|
||||||
With no related allowance recorded:
|
(Amounts In Thousands)
|
||||||||||
Agricultural
|
$
|
1,634
|
|
|
$
|
1,696
|
|
|
$
|
—
|
|
Commercial and financial
|
2,076
|
|
|
3,695
|
|
|
—
|
|
|||
Real estate:
|
|
|
|
|
|
|
|
|
|||
Construction, 1 to 4 family residential
|
89
|
|
|
89
|
|
|
—
|
|
|||
Construction, land development and commercial
|
128
|
|
|
220
|
|
|
—
|
|
|||
Mortgage, farmland
|
2,040
|
|
|
2,040
|
|
|
—
|
|
|||
Mortgage, 1 to 4 family first liens
|
2,951
|
|
|
3,705
|
|
|
—
|
|
|||
Mortgage, 1 to 4 family junior liens
|
369
|
|
|
673
|
|
|
—
|
|
|||
Mortgage, multi-family
|
5,525
|
|
|
5,632
|
|
|
—
|
|
|||
Mortgage, commercial
|
3,290
|
|
|
4,588
|
|
|
—
|
|
|||
Loans to individuals
|
—
|
|
|
20
|
|
|
—
|
|
|||
|
$
|
18,102
|
|
|
$
|
22,358
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|||
Agricultural
|
$
|
210
|
|
|
$
|
247
|
|
|
$
|
44
|
|
Commercial and financial
|
633
|
|
|
633
|
|
|
9
|
|
|||
Real estate:
|
|
|
|
|
|
|
|
|
|||
Construction, 1 to 4 family residential
|
343
|
|
|
354
|
|
|
28
|
|
|||
Construction, land development and commercial
|
—
|
|
|
—
|
|
|
—
|
|
|||
Mortgage, farmland
|
278
|
|
|
278
|
|
|
12
|
|
|||
Mortgage, 1 to 4 family first liens
|
506
|
|
|
596
|
|
|
52
|
|
|||
Mortgage, 1 to 4 family junior liens
|
—
|
|
|
—
|
|
|
—
|
|
|||
Mortgage, multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|||
Mortgage, commercial
|
697
|
|
|
697
|
|
|
9
|
|
|||
Loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
2,667
|
|
|
$
|
2,805
|
|
|
$
|
154
|
|
|
|
|
|
|
|
||||||
Total:
|
|
|
|
|
|
|
|
|
|||
Agricultural
|
$
|
1,844
|
|
|
$
|
1,943
|
|
|
$
|
44
|
|
Commercial and financial
|
2,709
|
|
|
4,328
|
|
|
9
|
|
|||
Real estate:
|
|
|
|
|
|
|
|
|
|||
Construction, 1 to 4 family residential
|
432
|
|
|
443
|
|
|
28
|
|
|||
Construction, land development and commercial
|
128
|
|
|
220
|
|
|
—
|
|
|||
Mortgage, farmland
|
2,318
|
|
|
2,318
|
|
|
12
|
|
|||
Mortgage, 1 to 4 family first liens
|
3,457
|
|
|
4,301
|
|
|
52
|
|
|||
Mortgage, 1 to 4 family junior liens
|
369
|
|
|
673
|
|
|
—
|
|
|||
Mortgage, multi-family
|
5,525
|
|
|
5,632
|
|
|
—
|
|
|||
Mortgage, commercial
|
3,987
|
|
|
5,285
|
|
|
9
|
|
|||
Loans to individuals
|
—
|
|
|
20
|
|
|
—
|
|
|||
|
$
|
20,769
|
|
|
$
|
25,163
|
|
|
$
|
154
|
|
Note 6.
|
Fair Value Measurements
|
|
March 31, 2015
|
||||||||||||||||||
|
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
|
$
|
83,345
|
|
|
$
|
83,345
|
|
|
$
|
83,345
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities
|
268,324
|
|
|
268,324
|
|
|
—
|
|
|
268,324
|
|
|
—
|
|
|||||
Loans held for sale
|
8,311
|
|
|
8,311
|
|
|
—
|
|
|
8,311
|
|
|
—
|
|
|||||
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Agricultural
|
86,030
|
|
|
86,067
|
|
|
—
|
|
|
—
|
|
|
86,067
|
|
|||||
Commercial and financial
|
176,034
|
|
|
176,493
|
|
|
—
|
|
|
—
|
|
|
176,493
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction, 1 to 4 family residential
|
49,679
|
|
|
49,317
|
|
|
—
|
|
|
—
|
|
|
49,317
|
|
|||||
Construction, land development and commercial
|
74,615
|
|
|
73,978
|
|
|
—
|
|
|
—
|
|
|
73,978
|
|
|||||
Mortgage, farmland
|
166,281
|
|
|
167,086
|
|
|
—
|
|
|
—
|
|
|
167,086
|
|
|||||
Mortgage, 1 to 4 family first liens
|
671,734
|
|
|
674,531
|
|
|
—
|
|
|
—
|
|
|
674,531
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
109,592
|
|
|
115,978
|
|
|
—
|
|
|
—
|
|
|
115,978
|
|
|||||
Mortgage, multi-family
|
241,971
|
|
|
244,840
|
|
|
—
|
|
|
—
|
|
|
244,840
|
|
|||||
Mortgage, commercial
|
318,561
|
|
|
318,022
|
|
|
—
|
|
|
—
|
|
|
318,022
|
|
|||||
Loans to individuals
|
20,594
|
|
|
20,560
|
|
|
—
|
|
|
—
|
|
|
20,560
|
|
|||||
Obligations of state and political subdivisions
|
54,719
|
|
|
54,394
|
|
|
—
|
|
|
—
|
|
|
54,394
|
|
|||||
Accrued interest receivable
|
9,102
|
|
|
9,102
|
|
|
—
|
|
|
9,102
|
|
|
—
|
|
|||||
Total financial instrument assets
|
$
|
2,338,892
|
|
|
$
|
2,350,348
|
|
|
$
|
83,345
|
|
|
$
|
285,737
|
|
|
$
|
1,981,266
|
|
Financial instrument liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Noninterest-bearing deposits
|
$
|
280,432
|
|
|
$
|
280,432
|
|
|
$
|
—
|
|
|
$
|
280,432
|
|
|
$
|
—
|
|
Interest-bearing deposits
|
1,626,903
|
|
|
1,629,897
|
|
|
—
|
|
|
1,629,897
|
|
|
—
|
|
|||||
Other borrowings
|
40,928
|
|
|
40,928
|
|
|
—
|
|
|
40,928
|
|
|
—
|
|
|||||
Federal Home Loan Bank borrowings
|
140,000
|
|
|
144,697
|
|
|
—
|
|
|
144,697
|
|
|
—
|
|
|||||
Interest rate swaps
|
3,888
|
|
|
3,888
|
|
|
—
|
|
|
3,888
|
|
|
—
|
|
|||||
Accrued interest payable
|
859
|
|
|
859
|
|
|
—
|
|
|
859
|
|
|
—
|
|
|||||
Total financial instrument liabilities
|
$
|
2,093,010
|
|
|
$
|
2,100,701
|
|
|
$
|
—
|
|
|
$
|
2,100,701
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Face Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Financial instrument with off-balance sheet risk:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loan commitments
|
$
|
386,613
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Letters of credit
|
9,582
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total financial instrument liabilities with off-balance-sheet risk
|
$
|
396,195
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(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.
|
|
December 31, 2014
|
||||||||||||||||||
|
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
|
$
|
29,174
|
|
|
$
|
29,174
|
|
|
$
|
29,174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities
|
267,240
|
|
|
267,240
|
|
|
—
|
|
|
267,240
|
|
|
—
|
|
|||||
Loans held for sale
|
4,476
|
|
|
4,476
|
|
|
—
|
|
|
4,476
|
|
|
—
|
|
|||||
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Agricultural
|
95,130
|
|
|
95,126
|
|
|
—
|
|
|
—
|
|
|
95,126
|
|
|||||
Commercial and financial
|
170,507
|
|
|
171,081
|
|
|
—
|
|
|
—
|
|
|
171,081
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction, 1 to 4 family residential
|
45,139
|
|
|
45,159
|
|
|
—
|
|
|
—
|
|
|
45,159
|
|
|||||
Construction, land development and commercial
|
75,589
|
|
|
75,623
|
|
|
—
|
|
|
—
|
|
|
75,623
|
|
|||||
Mortgage, farmland
|
159,831
|
|
|
159,623
|
|
|
—
|
|
|
—
|
|
|
159,623
|
|
|||||
Mortgage, 1 to 4 family first liens
|
666,406
|
|
|
665,428
|
|
|
—
|
|
|
—
|
|
|
665,428
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
109,133
|
|
|
115,726
|
|
|
—
|
|
|
—
|
|
|
115,726
|
|
|||||
Mortgage, multi-family
|
243,723
|
|
|
246,191
|
|
|
—
|
|
|
—
|
|
|
246,191
|
|
|||||
Mortgage, commercial
|
318,896
|
|
|
318,211
|
|
|
—
|
|
|
—
|
|
|
318,211
|
|
|||||
Loans to individuals
|
21,043
|
|
|
21,016
|
|
|
—
|
|
|
—
|
|
|
21,016
|
|
|||||
Obligations of state and political subdivisions
|
55,281
|
|
|
54,800
|
|
|
—
|
|
|
—
|
|
|
54,800
|
|
|||||
Accrued interest receivable
|
8,276
|
|
|
8,276
|
|
|
—
|
|
|
8,276
|
|
|
—
|
|
|||||
Total financial instrument assets
|
$
|
2,269,844
|
|
|
$
|
2,277,150
|
|
|
$
|
29,174
|
|
|
$
|
279,992
|
|
|
$
|
1,967,984
|
|
Financial instrument liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Noninterest-bearing deposits
|
$
|
288,718
|
|
|
$
|
288,718
|
|
|
$
|
—
|
|
|
$
|
288,718
|
|
|
$
|
—
|
|
Interest-bearing deposits
|
1,546,351
|
|
|
1,550,974
|
|
|
—
|
|
|
1,550,974
|
|
|
—
|
|
|||||
Other borrowings
|
47,499
|
|
|
47,499
|
|
|
—
|
|
|
47,499
|
|
|
—
|
|
|||||
Federal Home Loan Bank borrowings
|
140,000
|
|
|
145,210
|
|
|
—
|
|
|
145,210
|
|
|
—
|
|
|||||
Interest rate swaps
|
2,796
|
|
|
2,796
|
|
|
—
|
|
|
2,796
|
|
|
—
|
|
|||||
Accrued interest payable
|
902
|
|
|
902
|
|
|
—
|
|
|
902
|
|
|
—
|
|
|||||
Total financial instrument liabilities
|
$
|
2,026,266
|
|
|
$
|
2,036,099
|
|
|
$
|
—
|
|
|
$
|
2,036,099
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Face Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Financial instrument with off-balance sheet risk:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loan commitments
|
$
|
334,100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Letters of credit
|
12,437
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total financial instrument liabilities with off-balance-sheet risk
|
$
|
346,537
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(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.
|
|
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.
|
|
March 31, 2015
|
||||||||||||||
|
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
|
$
|
—
|
|
|
$
|
22,569
|
|
|
$
|
—
|
|
|
$
|
22,569
|
|
State and political subdivisions
|
—
|
|
|
171,358
|
|
|
—
|
|
|
171,358
|
|
||||
Other securities (FHLB, FHLMC and FNMA)
|
—
|
|
|
65,951
|
|
|
—
|
|
|
65,951
|
|
||||
Derivative Financial Instruments
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
(3,888
|
)
|
|
$
|
—
|
|
|
(3,888
|
)
|
||
Total
|
$
|
—
|
|
|
$
|
255,990
|
|
|
$
|
—
|
|
|
$
|
255,990
|
|
|
December 31, 2014
|
||||||||||||||
|
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
|
$
|
—
|
|
|
$
|
22,333
|
|
|
$
|
—
|
|
|
$
|
22,333
|
|
State and political subdivisions
|
—
|
|
|
168,968
|
|
|
—
|
|
|
168,968
|
|
||||
Other securities (FHLB, FHLMC and FNMA)
|
—
|
|
|
67,691
|
|
|
—
|
|
|
67,691
|
|
||||
Derivative Financial Instruments
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
(2,796
|
)
|
|
—
|
|
|
(2,796
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
256,196
|
|
|
$
|
—
|
|
|
$
|
256,196
|
|
(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.
|
|
March 31, 2015
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,733
|
|
|
$
|
1,733
|
|
|
$
|
—
|
|
Commercial and financial
|
—
|
|
|
—
|
|
|
1,402
|
|
|
1,402
|
|
|
—
|
|
|||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction, 1 to 4 family residential
|
—
|
|
|
—
|
|
|
639
|
|
|
639
|
|
|
61
|
|
|||||
Construction, land development and commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage, farmland
|
—
|
|
|
—
|
|
|
2,438
|
|
|
2,438
|
|
|
—
|
|
|||||
Mortgage, 1 to 4 family first liens
|
—
|
|
|
—
|
|
|
2,781
|
|
|
2,781
|
|
|
254
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
—
|
|
|
—
|
|
|
150
|
|
|
150
|
|
|
—
|
|
|||||
Mortgage, multi-family
|
—
|
|
|
—
|
|
|
5,584
|
|
|
5,584
|
|
|
38
|
|
|||||
Mortgage, commercial
|
—
|
|
|
—
|
|
|
2,091
|
|
|
2,091
|
|
|
140
|
|
|||||
Loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Foreclosed assets (5)
|
—
|
|
|
—
|
|
|
698
|
|
|
698
|
|
|
30
|
|
|||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,516
|
|
|
$
|
17,516
|
|
|
$
|
523
|
|
(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.
|
|
December 31, 2014
|
|
Year Ended December 31, 2014
|
||||||||||||||||
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,679
|
|
|
$
|
1,679
|
|
|
$
|
25
|
|
Commercial and financial
|
—
|
|
|
—
|
|
|
1,709
|
|
|
1,709
|
|
|
206
|
|
|||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction, 1 to 4 family residential
|
—
|
|
|
—
|
|
|
315
|
|
|
315
|
|
|
—
|
|
|||||
Construction, land development and commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage, farmland
|
—
|
|
|
—
|
|
|
2,040
|
|
|
2,040
|
|
|
—
|
|
|||||
Mortgage, 1 to 4 family first liens
|
—
|
|
|
—
|
|
|
2,500
|
|
|
2,500
|
|
|
576
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
—
|
|
|
—
|
|
|
369
|
|
|
369
|
|
|
24
|
|
|||||
Mortgage, multi-family
|
—
|
|
|
—
|
|
|
5,525
|
|
|
5,525
|
|
|
—
|
|
|||||
Mortgage, commercial
|
—
|
|
|
—
|
|
|
1,918
|
|
|
1,918
|
|
|
328
|
|
|||||
Loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Foreclosed assets (5)
|
—
|
|
|
—
|
|
|
301
|
|
|
301
|
|
|
210
|
|
|||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,356
|
|
|
$
|
16,356
|
|
|
$
|
1,369
|
|
(1)
|
Considered Level 1 under ASC 820.
|
(2)
|
Considered Level 2 under ASC 820.
|
(3)
|
Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.
|
(4)
|
Represents carrying value and related write-downs of loans for which adjustments are based on the value of the collateral. The carrying value of loans fully-charged off is zero.
|
(5)
|
Represents the fair value and related losses of foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets.
|
Note 7.
|
Stock Repurchase Program
|
Note 8.
|
Commitments and Contingencies
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
(Amounts In Thousands)
|
||||||
Firm loan commitments and unused portion of lines of credit:
|
|
|
|
||||
Home equity loans
|
$
|
41,478
|
|
|
$
|
40,484
|
|
Credit cards
|
47,873
|
|
|
46,573
|
|
||
Commercial, real estate and home construction
|
114,570
|
|
|
81,613
|
|
||
Commercial lines and real estate purchase loans
|
182,692
|
|
|
165,430
|
|
||
Outstanding letters of credit
|
9,582
|
|
|
12,437
|
|
Note 9.
|
Income Taxes
|
Note 10.
|
Derivative Financial Instruments
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance
Sheet
Category
|
|
Maturity
|
||||
|
(Amounts in Thousands)
|
|
|
||||||||
March 31, 2015
|
|
|
|
|
|
|
|
||||
Interest rate swap
|
$
|
25,000
|
|
|
$
|
(1,340
|
)
|
|
Other Liabilities
|
|
11/9/2020
|
Interest rate swap
|
25,000
|
|
|
(2,548
|
)
|
|
Other Liabilities
|
|
11/7/2023
|
||
|
|
|
|
|
|
|
|
||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||
Interest rate swap
|
$
|
25,000
|
|
|
$
|
(864
|
)
|
|
Other Liabilities
|
|
11/9/2020
|
Interest rate swap
|
25,000
|
|
|
(1,932
|
)
|
|
Other Liabilities
|
|
11/7/2023
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||||||
|
Recognized
in OCI
|
|
Reclassifed from AOCI into
Income
|
|
Recognized in Income on
Derivatives
|
||||||||||
|
Amount of
Gain (Loss)
|
|
Category
|
|
Amount
of Gain
(Loss)
|
|
Category
|
|
Amount
of Gain
(Loss)
|
||||||
|
(Amounts in Thousands)
|
||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap
|
$
|
(294
|
)
|
|
Interest Expense
|
|
$
|
—
|
|
|
Other Income
|
|
$
|
—
|
|
Interest rate swap
|
(380
|
)
|
|
Interest Expense
|
|
—
|
|
|
Other Income
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest rate swap
|
$
|
(754
|
)
|
|
Interest Expense
|
|
$
|
—
|
|
|
Other Income
|
|
$
|
—
|
|
Interest rate swap
|
(1,448
|
)
|
|
Interest Expense
|
|
—
|
|
|
Other Income
|
|
—
|
|
Note 11.
|
Subsequent Events
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
The strength of the United States economy in general and the strength of the local economies in which the Company conducts its operations which may be less favorable than expected and may result in, among other things, a deterioration in the credit quality and value of the Company’s assets.
|
•
|
The effects of recent financial market disruptions, and monetary and other governmental actions designed to address such disruptions.
|
•
|
The financial strength of the counterparties with which the Company or the Company’s customers do business and as to which the Company has investment or financial exposure.
|
•
|
The credit quality and credit agency ratings of the securities in the Company’s investment securities portfolio, a deterioration or downgrade of which could lead to other-than-temporary impairment of the affected securities and the recognition of an impairment loss.
|
•
|
The effects of, and changes in, laws, regulations and policies affecting banking, securities, insurance and monetary and financial matters as well as any laws otherwise affecting the Company.
|
•
|
The effects of changes in interest rates (including the effects of changes in the rate of prepayments of the Company’s assets) and the policies of the Board of Governors of the Federal Reserve System.
|
•
|
The ability of the Company to compete with other financial institutions as effectively as the Company currently intends due to increases in competitive pressures in the financial services sector.
|
•
|
The ability of the Company to obtain new customers and to retain existing customers.
|
•
|
The timely development and acceptance of products and services, including products and services offered through alternative electronic delivery channels.
|
•
|
Technological changes implemented by the Company and by other parties, including third party vendors, which may be more difficult or more expensive than anticipated or which may have unforeseen consequences to the Company and its customers.
|
•
|
The ability of the Company to develop and maintain secure and reliable electronic systems.
|
•
|
The ability of the Company to retain key executives and employees and the difficulty that the Company may experience in replacing key executives and employees in an effective manner.
|
•
|
Consumer spending and saving habits which may change in a manner that affects the Company’s business adversely.
|
•
|
The economic impact of natural disasters, terrorist attacks and military actions.
|
•
|
Business combinations and the integration of acquired businesses and assets which may be more difficult or expensive than expected.
|
•
|
The costs, effects and outcomes of existing or future litigation.
|
•
|
Changes in accounting policies and practices that may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board.
|
•
|
The ability of the Company to manage the risks associated with the foregoing as well as anticipated.
|
•
|
Total assets were
$2.407 billion
, an increase of
$72.94 million
since
December 31, 2014
.
|
•
|
Cash and cash equivalents were
$83.35 million
, an increase of
$54.17 million
since
December 31, 2014
.
|
•
|
Net loans were
$1.979 billion
, an increase of
$12.97 million
since
December 31, 2014
. Loans held for sale increased
$3.84 million
since
December 31, 2014
.
|
•
|
Deposit growth of
$72.27 million
since
December 31, 2014
. Deposit growth included approximately $78.00 million of temporary public funds.
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
(Amounts In Thousands)
|
|
(Amounts In Thousands)
|
||||||||||
Agricultural
|
$
|
88,574
|
|
|
4.44
|
%
|
|
$
|
97,645
|
|
|
4.92
|
%
|
Commercial and financial
|
180,392
|
|
|
9.05
|
|
|
174,738
|
|
|
8.80
|
|
||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|||
Construction, 1 to 4 family residential
|
50,541
|
|
|
2.53
|
|
|
45,949
|
|
|
2.32
|
|
||
Construction, land development and commercial
|
76,003
|
|
|
3.81
|
|
|
77,020
|
|
|
3.88
|
|
||
Mortgage, farmland
|
169,058
|
|
|
8.48
|
|
|
162,503
|
|
|
8.19
|
|
||
Mortgage, 1 to 4 family first liens
|
678,054
|
|
|
34.00
|
|
|
672,674
|
|
|
33.89
|
|
||
Mortgage, 1 to 4 family junior liens
|
110,728
|
|
|
5.55
|
|
|
110,284
|
|
|
5.56
|
|
||
Mortgage, multi-family
|
243,441
|
|
|
12.21
|
|
|
245,213
|
|
|
12.36
|
|
||
Mortgage, commercial
|
321,216
|
|
|
16.11
|
|
|
321,601
|
|
|
16.20
|
|
||
Loans to individuals
|
21,003
|
|
|
1.05
|
|
|
21,342
|
|
|
1.08
|
|
||
Obligations of state and political subdivisions
|
55,160
|
|
|
2.77
|
|
|
55,729
|
|
|
2.81
|
|
||
|
$
|
1,994,170
|
|
|
100.00
|
%
|
|
$
|
1,984,698
|
|
|
100.00
|
%
|
Net unamortized fees and costs
|
689
|
|
|
|
|
|
691
|
|
|
|
|
||
|
$
|
1,994,859
|
|
|
|
|
|
$
|
1,985,389
|
|
|
|
|
Less allowance for loan losses
|
24,360
|
|
|
|
|
|
24,020
|
|
|
|
|
||
|
$
|
1,970,499
|
|
|
|
|
|
$
|
1,961,369
|
|
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||
|
Amount
|
|
% of Total
Allowance
|
|
% of Loans to
Total Loans
|
|
Amount
|
|
% of Total
Allowance
|
|
% of Loans to
Total Loans
|
||||||||
|
(In Thousands)
|
|
|
|
|
|
(In Thousands)
|
|
|
|
|
||||||||
Agricultural
|
$
|
2,544
|
|
|
10.44
|
%
|
|
4.44
|
%
|
|
$
|
2,515
|
|
|
10.47
|
%
|
|
4.92
|
%
|
Commercial and financial
|
4,358
|
|
|
17.89
|
|
|
9.05
|
|
|
4,231
|
|
|
17.61
|
|
|
8.80
|
|
||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Construction, 1 to 4 family residential
|
862
|
|
|
3.54
|
|
|
2.53
|
|
|
810
|
|
|
3.37
|
|
|
2.32
|
|
||
Construction, land development and commercial
|
1,388
|
|
|
5.70
|
|
|
3.81
|
|
|
1,431
|
|
|
5.96
|
|
|
3.88
|
|
||
Mortgage, farmland
|
2,777
|
|
|
11.40
|
|
|
8.48
|
|
|
2,672
|
|
|
11.12
|
|
|
8.19
|
|
||
Mortgage, 1 to 4 family first liens
|
6,320
|
|
|
25.95
|
|
|
34.00
|
|
|
6,268
|
|
|
26.11
|
|
|
33.88
|
|
||
Mortgage, 1 to 4 family junior liens
|
1,136
|
|
|
4.66
|
|
|
5.55
|
|
|
1,151
|
|
|
4.79
|
|
|
5.56
|
|
||
Mortgage, multi-family
|
1,470
|
|
|
6.03
|
|
|
12.21
|
|
|
1,490
|
|
|
6.20
|
|
|
12.36
|
|
||
Mortgage, commercial
|
2,655
|
|
|
10.90
|
|
|
16.11
|
|
|
2,705
|
|
|
11.26
|
|
|
16.20
|
|
||
Loans to individuals
|
409
|
|
|
1.68
|
|
|
1.05
|
|
|
299
|
|
|
1.24
|
|
|
1.08
|
|
||
Obligations of state and political subdivisions
|
441
|
|
|
1.81
|
|
|
2.77
|
|
|
448
|
|
|
1.87
|
|
|
2.81
|
|
||
|
$
|
24,360
|
|
|
100.00
|
%
|
|
100.00
|
%
|
|
$
|
24,020
|
|
|
100.00
|
%
|
|
100.00
|
%
|
|
March 31, 2015
|
|
Common equity tier 1 capital ratio
|
14.51
|
%
|
Tier 1 capital ratio
|
14.51
|
%
|
Total capital ratio
|
15.73
|
%
|
Leverage ratio
|
12.40
|
%
|
•
|
Net interest income increased by
$1.56 million
, before provision expense, as a result of growth in the volume of earning assets and reductions in interest expense.
|
•
|
The provision for loan losses decreased by
$0.11 million
.
|
•
|
Noninterest income increased by
$0.57 million
.
|
•
|
Noninterest expenses increased by
$0.94 million
.
|
•
|
Income tax expense increased by
$0.66 million
.
|
|
|
|
|
|
Increase (Decrease) in Net Interest Income
|
|||||||||||||
|
Change in
Average Balance
|
|
Change in
Average Rate
|
|
Volume Changes
|
|
Rate Changes
|
|
Net Change
|
|||||||||
|
(Amounts in Thousands)
|
|||||||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|||||||||
Loans, net
|
$
|
156,860
|
|
|
(0.08
|
)%
|
|
$
|
2,347
|
|
|
$
|
(983
|
)
|
|
$
|
1,364
|
|
Taxable securities
|
477
|
|
|
0.06
|
|
|
8
|
|
|
8
|
|
|
16
|
|
||||
Nontaxable securities
|
18,597
|
|
|
(0.37
|
)
|
|
162
|
|
|
(151
|
)
|
|
11
|
|
||||
Federal funds sold
|
(7,689
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||
|
$
|
168,245
|
|
|
|
|
|
$
|
2,512
|
|
|
$
|
(1,126
|
)
|
|
$
|
1,386
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest-bearing demand deposits
|
$
|
62,046
|
|
|
(0.02
|
)%
|
|
$
|
(25
|
)
|
|
$
|
23
|
|
|
$
|
(2
|
)
|
Savings deposits
|
50,323
|
|
|
(0.03
|
)
|
|
(27
|
)
|
|
46
|
|
|
19
|
|
||||
Time deposits
|
(21,326
|
)
|
|
(0.17
|
)
|
|
81
|
|
|
207
|
|
|
288
|
|
||||
Other borrowings
|
8,300
|
|
|
(0.03
|
)
|
|
(13
|
)
|
|
10
|
|
|
(3
|
)
|
||||
FHLB borrowings
|
11,935
|
|
|
(0.16
|
)
|
|
(132
|
)
|
|
56
|
|
|
(76
|
)
|
||||
Interest-bearing other liabilities
|
(53
|
)
|
|
1.71
|
|
|
(1
|
)
|
|
(10
|
)
|
|
(11
|
)
|
||||
|
$
|
111,225
|
|
|
|
|
|
$
|
(117
|
)
|
|
$
|
332
|
|
|
$
|
215
|
|
Change in net interest income
|
|
|
|
|
|
|
$
|
2,395
|
|
|
$
|
(794
|
)
|
|
$
|
1,601
|
|
(Tax Equivalent Basis)
|
|
2015
|
|
2014
|
||
Yield on average interest-earning assets
|
|
4.16
|
%
|
|
4.22
|
%
|
Rate on average interest-bearing liabilities
|
|
0.84
|
|
|
0.95
|
|
Net interest spread
|
|
3.32
|
%
|
|
3.27
|
%
|
Effect of noninterest-bearing funds
|
|
0.18
|
|
|
0.20
|
|
Net interest margin (tax equivalent interest income divided by average interest-earning assets)
|
|
3.50
|
%
|
|
3.47
|
%
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
|
(Amounts in thousands)
|
|
|
|
|
|||||||||
Net gain on sale of loans
|
$
|
308
|
|
|
$
|
111
|
|
|
$
|
197
|
|
|
177.48
|
%
|
Trust fees
|
1,569
|
|
|
1,460
|
|
|
109
|
|
|
7.47
|
|
|||
Service charges and fees
|
1,946
|
|
|
1,837
|
|
|
109
|
|
|
5.93
|
|
|||
Rental revenue on tax credit real estate
|
511
|
|
|
357
|
|
|
154
|
|
|
43.14
|
|
|||
Net gain on sale of other real estate owned and other repossessed assets
|
7
|
|
|
72
|
|
|
(65
|
)
|
|
(90.28
|
)
|
|||
Other noninterest income
|
649
|
|
|
584
|
|
|
65
|
|
|
11.13
|
|
|||
|
$
|
4,990
|
|
|
$
|
4,421
|
|
|
$
|
569
|
|
|
12.87
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
|
(Amounts in thousands)
|
|
|
|
|
|||||||||
Salaries and employee benefits
|
$
|
6,651
|
|
|
$
|
6,257
|
|
|
$
|
394
|
|
|
6.30
|
%
|
Occupancy
|
1,015
|
|
|
1,009
|
|
|
6
|
|
|
0.59
|
|
|||
Furniture and equipment
|
1,298
|
|
|
1,231
|
|
|
67
|
|
|
5.44
|
|
|||
Office supplies and postage
|
441
|
|
|
382
|
|
|
59
|
|
|
15.45
|
|
|||
Advertising and business development
|
774
|
|
|
628
|
|
|
146
|
|
|
23.25
|
|
|||
Outside services
|
1,814
|
|
|
1,535
|
|
|
279
|
|
|
18.18
|
|
|||
Rental expenses on tax credit real estate
|
602
|
|
|
530
|
|
|
72
|
|
|
13.58
|
|
|||
FDIC insurance assessment
|
289
|
|
|
270
|
|
|
19
|
|
|
7.04
|
|
|||
Other noninterest expense
|
315
|
|
|
416
|
|
|
(101
|
)
|
|
(24.28
|
)
|
|||
|
$
|
13,199
|
|
|
$
|
12,258
|
|
|
$
|
941
|
|
|
7.68
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
Total number of shares
purchased
|
Average price paid per
share
|
Total number of shares
purchased as part of publicly
announced plans or programs
|
Maximum number of
shares that may yet be
purchased under the
plans or programs (1)
|
|||||
January 1 to January 31
|
1,269
|
|
$
|
82.50
|
|
399,980
|
|
350,020
|
|
February 1 to February 28
|
565
|
|
82.50
|
|
400,545
|
|
349,455
|
|
|
March 1 to March 31
|
530
|
|
83.50
|
|
401,075
|
|
348,925
|
|
|
Total
|
2,364
|
|
$
|
82.83
|
|
401,075
|
|
348,925
|
|
Item 3.
|
Defaults upon Senior Securities
|
Item 4.
|
Mine Safety Disclosure
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
3.1
|
Restated Articles of Incorporation of Hills Bancorporation, as amended.
|
3.2
|
Amended and Restated By-laws of Hills Bancorporation, incorporated by reference to Exhibit 3.2 to the Company’s Form 10-K filed with the Commission on March 11, 2015.
|
31
|
Certifications under Section 302 of the Sarbanes-Oxley Act of 2002
|
32
|
Certifications under Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
XBRL Instance Document (1)
|
101.SCH
|
XBRL Taxonomy Extension Schema Document (1)
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document (1)
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document (1)
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document (1)
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document (1)
|
(1)
|
Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, and are otherwise not subject to liability under these sections.
|
|
|
|
HILLS BANCORPORATION
|
|
|
|
|
Date:
|
May 6, 2015
|
|
By: /s/ Dwight O. Seegmiller
|
|
|
|
Dwight O. Seegmiller, Director, President and Chief Executive Officer
|
|
|
|
|
Date:
|
May 6, 2015
|
|
By: /s/ Shari DeMaris
|
|
|
|
Shari DeMaris, Secretary, Treasurer and Chief Accounting Officer
|
Exhibit
Number
|
Description
|
Page Number In The Sequential
Numbering System March 31, 2015 Form 10-Q
|
|
|
|
|
|
3.1
|
Restated Articles of Incorporation of Hills Bancorporation, as amended
|
55-67
|
|
|
|
|
|
31
|
Certifications under Section 302 of the Sarbanes-Oxley Act of 2002
|
68-69
|
|
|
|
|
|
32
|
Certifications under Section 906 of the Sarbanes-Oxley Act of 2002
|
70
|
|
(a)
|
To engage in the business of a bank holding company; and
|
(b)
|
Without in any way being limited by the foregoing specifically enumerated purpose, to engage in, and to do, any lawful act concerning any or all lawful purposes for which corporations may be organized under the Iowa Business Corporation Act.
|
(a)
|
The highest price per Share, including any commissions or fees to brokers or dealers, paid by an Interested Person (as hereinafter defined) who or which is a party, directly or indirectly, to a Covered Transaction in acquiring any Shares which such Interested Person beneficially owns, directly or indirectly;
|
(b)
|
The highest asked price per Share quoted in the NASDAQ System or on any stock exchange on which the Shares are listed or in an established over-the-counter market in Iowa City or Cedar Rapids, Iowa during the twenty-four (24) months immediately preceding the date such Interested Person became a beneficial owner of five percent (5%) or more of the Shares; or
|
(c)
|
The total Shareholders’ equity per Share for the most recently ended quarter of the fiscal year of the corporation prior to the date of the Covered Transaction as reflected in the financial statements of the corporation filed with the United States Securities and Exchange Commission.
|
(a)
|
The Board of Directors of the corporation, by duly adopted resolution, shall have approved a memorandum of understanding with each Interested Person who or which is a party to such Covered Transaction prior to the time that each such Interested Person shall have become a beneficial owner of five percent (5%) or more of the Shares;
|
(b)
|
The Covered Transaction shall have been approved by a resolution adopted by the affirmative vote of seventy-five percent (75%) or more of the entire membership of the Board of Directors of the corporation at any time prior to the consummation of such Covered Transaction, provided that a majority of the membership of the Board of Directors voting for the approval of such Covered Transaction consists of Disinterested Directors, as hereinafter defined; or
|
(c)
|
The Covered Transaction is solely between the corporation and another corporation, 100 percent (100%) of the voting stock of which is owned directly or indirectly by the corporation.
|
(a)
|
“Shares”: the shares of the $20.00 par value common stock of the corporation issued and outstanding at the time of any determination thereof; “Share”: each single unit of the Shares; and “Shareholders”: the holders of the Share or Shares.
|
(b)
|
“Person”: any individual, estate, partnership, limited partnership, corporation, association, group, syndicate, trust or other person or entity. When two or more persons act in concert for the purpose of acquiring, holding or disposing of the Shares, such persons together shall be deemed to be a “Person.”
|
(c)
|
(1)
A “beneficial owner” of the shares: any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship, agreement or otherwise has or shares benefits substantially equivalent to those of ownership, whether such Person owns the Shares of record or not, including, without limiting the generality of the foregoing:
|
(i)
|
voting power which includes the power to vote, or to direct the voting of, such Shares; and/or
|
(ii)
|
investment power which includes the power to dispose, or to direct the disposition, of such Shares.
|
(i)
|
through the exercise of any option, warrant or right;
|
(ii)
|
through the exercise of any conversion rights provided for in any other security or document;
|
(iii)
|
pursuant to the power to revoke a trust, discretionary account or similar arrangement; or
|
(iv)
|
pursuant to the automatic termination of a trust, discretionary account or similar arrangement.
|
(d)
|
“Equity Security”: any stock or similar security; or any security convertible, with our without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right.
|
(e)
|
“Control,” “controlling,” “controlled by” and “under common control with”: the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of securities, by contract, or otherwise.
|
(f)
|
“Affiliate”: a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the Person specified.
|
(g)
|
“Associate”:
|
(i)
|
any corporation or organization of which the Person specified is an officer, director or partner or who is, directly or indirectly the beneficial owner of ten percent (10%) or more of any class of Equity Security;
|
(ii)
|
any trust or estate in which the Person specified has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and
|
(iii)
|
any relative or spouse of the Person specified, or any relative of such spouse, who has the same home as the Person specified or who is an officer, director or partner of, or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of Equity Security of an Affiliate or Associate of the Person specified.
|
(h)
|
An “Interested Person”: any Person who or which beneficially owns, directly or indirectly, whether of record or not, five percent (5%) or more of the Shares, and all Associates and Affiliates of such Person; provided, however, that an “Interested Person” shall not include the corporation or any Person or Associate or Affiliate thereof who or which beneficially owned, directly or indirectly, whether of record or not, five percent (5%) or more of the Shares on December 31, 1986.
|
(i)
|
“Subsidiary”: any corporation of which fifty percent (50%) or more of any class of Equity Security is beneficially owned, directly or indirectly, by the corporation.
|
(j)
|
“Covered Transaction”:
|
(k)
|
“Disinterested Director”: any director of the corporation who is not an Interested Person, directly or indirectly, a party to a Covered Transaction, and who is not an Affiliate or Associate of such Interested Person, and who has been a duly elected and active director of the corporation since prior to the time such Interested Person became a beneficial owner of five percent (5%) or more of the Shares.
|
(a)
|
The corporation shall indemnify and advance expenses to any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including a grand jury proceeding), by reason of the fact that such person
|
(i)
|
is or was a director or officer of the corporation;
|
(ii)
|
while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee, agent, partner or trustee (or in a similar capacity) of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan; or
|
(iii)
|
while a director or officer of the corporation, is or was serving as a director, officer, employee or agent of any majority owned subsidiary of the corporation or as a trustee or agent of any employee benefit plan of any such majority owned subsidiary of the corporation, to the maximum extent it is empowered to indemnify and advance expenses to a director by section 496A.4A of the Iowa Business Corporation Act against reasonable expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding or any appeal thereof; provided, however, that except as provided in subsection (b) of this Section 2 with respect to proceedings seeking to enforce rights of indemnification, entitlement to such indemnification shall be conditional upon the corporation being afforded the opportunity to participate directly on behalf of such person in such claim, action, suit or proceeding or any settlement discussions relating thereto, and with respect to any settlement or other nonadjudicated disposition of any threatened or pending claim, action, suit or proceeding, entitlement to indemnification shall be further conditional upon the prior approval by the corporation of the proposed settlement or nonadjudicated disposition. Such approval shall be made (A) by the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the claim, action, suit or proceeding, or (B) by special legal counsel selected by the Board of Directors by vote as set forth in clause “(A)” of this subsection (b), or, if the requisite quorum of the full Board cannot be obtained therefore, by a majority vote of the full Board, in which selection of such special legal counsel directors who are parties to any such claim, action, suit or proceeding may participate. Approval or disapproval by the corporation of any proposed settlement or other nonadjudicated disposition shall not subject the corporation to any liability to or require indemnification or reimbursement of any party who the corporation would not otherwise have been required to indemnify or reimburse. The right to indemnification conferred in this Section 2 shall include the right
|
(b)
|
Any indemnification or advancement of expenses required under this Section 2 shall be made promptly upon, and in any event within thirty (30) days after, the written request of the person entitled thereto. If the corporation denies a written request for indemnity or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days of the date such request is received by the corporation, the person seeking indemnification or advancement of expenses as granted by this Section 2 may at any time within the applicable statute of limitations bring suit against the corporation in any court of competent jurisdiction to establish such person’s right to indemnity or advancement of expenses. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification in any such action or proceeding shall also be indemnified by the corporation. It shall be a defense to any action brought against the corporation to compel indemnification (other than an action brought to enforce a claim for the advancement of expenses pursuant to this Section 2 where the written affirmation of good faith and undertaking to repay as required by section 496A.4A of the Iowa Business Corporation Act have been received by the corporation) that the claimant has not met the standard of conduct set forth in section 496A.4A of the Iowa Business Corporation Act, but the burden of proving such defense shall be on the corporation. Neither
|
(i)
|
the failure of the corporation (including its Board of Directors, independent legal counsel or the shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in section 496A.4A of the Iowa Business Corporation Act, nor
|
(ii)
|
the fact that there has been an actual determination by the corporation (including its Board of Directors, independent legal counsel or the shareholders) that the claimant has not met such applicable standard of conduct, shall create a presumption that the claimant has not met the applicable standard of conduct.
|
(c)
|
The provisions of this Section 2 shall be deemed a contract between the corporation and each director or officer who serves in either such capacity at any time while this Section 2 and the relevant provisions of the Iowa Business Corporation Act are in effect, and any repeal or modification of any such law or of this Section 2 shall not adversely affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any claim, action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.
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(d)
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The corporation shall indemnify and advance expenses to any person who was or is a witness in or is threatened to be made a witness in any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including a grand jury proceeding), by reason of the fact that such person
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(i)
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is or was a director or officer of the corporation, or
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(ii)
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while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee, agent, partner or trustee (or in a similar capacity) of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, or
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(iii)
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while a director or office of the corporation, is or was serving as a director, officer, employee or agent of any majority owned subsidiary of the corporation or as a trustee or agent of any employee benefit plan of any such majority owned subsidiary of the corporation to the same extent that such person would be entitled to indemnification and advancement of expenses under this Section 2 if such person were, or were threatened to be made, a party to such claim, action, suit or proceeding, against reasonable expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding or any appeal thereof.
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(e)
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Except as limited by section 496A.4A of the Iowa Business Corporation Act with respect to proceedings by or in the right of the corporation, the indemnification and advancement of expenses provided by or granted pursuant to this Section 2 shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise; provided, however, that in no event shall any such provision or agreement provide indemnification to a person who was or is a director of the corporation
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(i)
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for a breach of a director’s duty of loyalty to the corporation or its shareholders,
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(ii)
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for acts or omissions of a director not in good faith or which involve intentional misconduct or knowing violation of the law,
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(iii)
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for a transaction from which the director derived an improper personal benefit, or
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(iv)
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for liability of a director arising under section 496A.44 of the Iowa Business Corporation Act.
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(f)
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This Section 2 shall be applicable to all claims, actions, suits or proceedings commenced after the effective date hereof, whether arising from acts or omissions occurring before or after the effective date hereof. Each person who is now serving or who shall hereafter serve as a director or officer of the corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided for in this Section 2, and such rights of indemnification shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of the heirs, executors, administrators and legal or person representatives of such a person. If this Section 2 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, then the corporation shall nevertheless indemnify each director or officer of the corporation to the maximum extent permitted by any applicable portion of this Section 2 that shall not have been invalidated.
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(g)
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Notwithstanding anything in this Section 2 to the contrary, except with respect to proceedings initiated by a director or officer of the corporation to enforce rights of indemnification to which such person is entitled under this Section 2 or otherwise, the corporation shall indemnify any such person in connection with a claim, action, suit or proceeding (or part thereof) initiated by such person only if the initiation of such claim, action, suit or proceeding (or part thereof) was authorized by the Board of Directors.
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(h)
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The corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against such person and incurred by such person in such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Section 2, the Iowa Business Corporation Act or otherwise. If any such directors’ and officers’ liability and corporation reimbursement insurance policy purchased by the corporation provides coverage for acts which are not within the scope of the provisions of this Article IX, the person(s) covered by such policy shall be entitled to the benefit of such insurance protection for any liability whatsoever resulting from such acts (to the extent of the policy provisions and limits only) notwithstanding anything in this Article IX to the contrary. The corporation may create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit, surety bonds and/or similar arrangements), as well as enter into contracts providing for indemnification to the maximum extent permitted by law and including as part thereof any or all of the foregoing, to ensure the payment of such sums as may become necessary to effect full indemnification. The corporation’s obligation to make indemnification and pay expenses pursuant to this Section 2 shall be in excess of any insurance purchased and maintained by the corporation and such insurance shall be primary. To the extent that indemnity or expenses of a person entitled to indemnification and payment of expenses pursuant to this Section 2 are paid on behalf of or to such person by such insurance such payments shall be deemed to be in satisfaction of the corporation’s obligation to such person to make indemnification and pay expenses pursuant to this Section 2.
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1.
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I have reviewed this quarterly report on Form 10-Q of Hills Bancorporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
|
May 6, 2015
|
|
By: /s/ Dwight O. Seegmiller
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|
|
|
Dwight O. Seegmiller, Director, President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Hills Bancorporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 6, 2015
|
|
By: /s/ Shari DeMaris
|
|
|
|
Shari DeMaris, Secretary, Treasurer and Chief Accounting Officer
|
Date:
|
May 6, 2015
|
|
By: /s/ Dwight O. Seegmiller
|
|
|
|
Dwight O. Seegmiller, Director, President and Chief Executive Officer
|
Date:
|
May 6, 2015
|
|
By: /s/ Shari DeMaris
|
|
|
|
Shari DeMaris, Secretary, Treasurer and Chief Accounting Officer
|