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For the fiscal year ended December 31, 2018.
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Commission File Number 0-12668
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Iowa
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42-1208067
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(State or Other Jurisdiction of Incorporation or Organization)
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(IRS Employer Identification No.)
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Large accelerated filer
o
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Accelerated Filer
þ
|
Non-accelerated filer
o
|
Small Reporting Company
o
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Emerging Growth Company
o
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PART I
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Item 1.
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||
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||
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||
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Item 1A.
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||
Item 1B.
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||
Item 2.
|
||
Item 3.
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||
Item 4.
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||
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PART II
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Item 5.
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||
Item 6.
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||
Item 7.
|
||
Item 7A.
|
||
Item 8.
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||
Item 9.
|
||
Item 9A.
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||
Item 9B.
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||
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PART III
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Item 10.
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||
Item 11.
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||
Item 12.
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||
Item 13.
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||
Item 14.
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||
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PART IV
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Item 15.
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Item 1.
|
Business
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|
Years Ended December 31,
|
||||||||||
|
2018
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2017
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2016
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||||||
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(Amounts In Thousands)
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||
Noninterest-bearing cash and cash equivalents
|
$
|
27,914
|
|
|
$
|
27,409
|
|
|
$
|
26,180
|
|
Interest-bearing cash and cash equivalents
|
105,609
|
|
|
37,024
|
|
|
31,886
|
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|||
Taxable securities
|
128,128
|
|
|
105,059
|
|
|
101,187
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|||
Nontaxable securities
|
180,912
|
|
|
168,877
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|
|
162,742
|
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|||
Federal funds sold
|
46
|
|
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71
|
|
|
50
|
|
|||
Loans, net
|
2,487,736
|
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2,340,606
|
|
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2,159,985
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|
|||
Property and equipment, net
|
37,766
|
|
|
38,139
|
|
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35,225
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|||
Other assets
|
32,178
|
|
|
39,175
|
|
|
43,558
|
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|||
|
$
|
3,000,289
|
|
|
$
|
2,756,360
|
|
|
$
|
2,560,813
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|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
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|||
Noninterest-bearing demand deposits
|
$
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364,916
|
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$
|
342,640
|
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$
|
312,406
|
|
Interest-bearing demand deposits
|
644,712
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|
548,598
|
|
|
499,882
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|||
Savings deposits
|
832,772
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|
748,862
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684,283
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|||
Time deposits
|
537,575
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451,208
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438,173
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|||
Other borrowings
|
9
|
|
|
28,602
|
|
|
51,177
|
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|||
FHLB borrowings
|
228,066
|
|
|
268,411
|
|
|
231,443
|
|
|||
Noninterest-bearing other liabilities
|
21,773
|
|
|
22,226
|
|
|
23,177
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|||
Interest-bearing other liabilities
|
—
|
|
|
—
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|
|
872
|
|
|||
Redeemable common stock held by Employee Stock Ownership Plan
|
46,089
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|
|
42,045
|
|
|
39,172
|
|
|||
Stockholders' equity
|
324,377
|
|
|
303,768
|
|
|
280,228
|
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|||
|
$
|
3,000,289
|
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$
|
2,756,360
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$
|
2,560,813
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Johnson County
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Linn County
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Washington County
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|||||||||||||||
|
Offices
|
|
Deposits
(in millions)
|
|
Offices
|
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Deposits
(in millions)
|
|
Offices
|
|
Deposits
(in millions)
|
|||||||||
Hills Bank and Trust Company
|
9
|
|
|
$
|
1,772
|
|
|
7
|
|
|
$
|
438
|
|
|
3
|
|
|
$
|
187
|
|
Branches of largest competing national bank
|
7
|
|
|
299
|
|
|
8
|
|
|
740
|
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|
1
|
|
|
22
|
|
|||
Largest competing independent bank
|
7
|
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|
678
|
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5
|
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|
971
|
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2
|
|
|
185
|
|
|||
Largest competing credit union (1)
|
6
|
|
|
3,895
|
|
|
7
|
|
|
950
|
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|
1
|
|
|
1
|
|
|||
All other bank and credit union offices
|
23
|
|
|
905
|
|
|
81
|
|
|
3,239
|
|
|
8
|
|
|
207
|
|
|||
Total Market in County
|
52
|
|
|
$
|
7,549
|
|
|
108
|
|
|
$
|
6,338
|
|
|
15
|
|
|
$
|
602
|
|
(1)
|
Deposit balance of the largest competing credit union in Johnson County and Linn County includes the credit union’s deposit balance for the entire institution. County specific deposit balances for the credit union are unavailable.
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|
Actual
|
|
For Capital Adequacy Purposes
|
|
To Be Well Capitalized Under Prompt Corrective Action Provisions
|
|||||||
|
Amount
|
|
Ratio
|
|
Ratio
|
|
Ratio
|
|||||
As of December 31, 2018:
|
|
|
|
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|
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|
|||||
Company:
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|
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|
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|
|
|
|||||
Total risk-based capital
|
$
|
414,772
|
|
|
17.18
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Tier 1 risk-based capital
|
384,502
|
|
|
15.93
|
|
|
6.00
|
|
|
8.00
|
|
|
Tier 1 common equity
|
384,502
|
|
|
15.93
|
|
|
4.50
|
|
|
6.50
|
|
|
Leverage ratio
|
384,502
|
|
|
12.68
|
|
|
4.00
|
|
|
5.00
|
|
|
Bank:
|
|
|
|
|
|
|
|
|
|
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Total risk-based capital
|
416,198
|
|
|
17.25
|
|
|
8.00
|
|
|
10.00
|
|
|
Tier 1 risk-based capital
|
385,943
|
|
|
16.00
|
|
|
6.00
|
|
|
8.00
|
|
|
Tier 1 common equity
|
385,943
|
|
|
16.00
|
|
|
4.50
|
|
|
6.50
|
|
|
Leverage ratio
|
385,943
|
|
|
12.73
|
|
|
4.00
|
|
|
5.00
|
|
Item 1A.
|
Risk Factors
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
2018
|
2017
|
||||||||||
|
High
|
Low
|
High
|
Low
|
||||||||
1st quarter
|
$
|
57.00
|
|
$
|
54.75
|
|
$
|
54.89
|
|
$
|
48.00
|
|
2nd quarter
|
57.50
|
|
55.50
|
|
54.45
|
|
50.50
|
|
||||
3rd quarter
|
59.50
|
|
58.00
|
|
54.35
|
|
52.50
|
|
||||
4th quarter
|
62.99
|
|
59.00
|
|
54.15
|
|
52.60
|
|
Year
|
Number of Shares Traded
|
Number of Transactions
|
High Selling Price
|
Low Selling Price
|
|
||||||
2018
|
157,749
|
|
168
|
|
$
|
61.00
|
|
$
|
54.00
|
|
(1)
|
2017
|
93,095
|
|
176
|
|
$
|
54.00
|
|
$
|
48.00
|
|
(2)
|
2016
|
120,911
|
|
191
|
|
$
|
48.00
|
|
$
|
44.50
|
|
(3)
|
(1)
|
2018 transactions included repurchases by the Company of 116,962 shares of stock under the 2005 Stock Repurchase Program. 2018 transactions made under the 2005 Stock Repurchase Program were made at prices that ranged from $54.00 to $61.00 per share.
|
(2)
|
2017 transactions included repurchases by the Company of 46,966 shares of stock under the 2005 Stock Repurchase Program. 2017 transactions made under the 2005 Stock Repurchase Program were made at prices that ranged from $48.00 to $54.00 per share.
|
(3)
|
2016 transactions included repurchases by the Company of 85,362 shares of stock under the 2005 Stock Repurchase Program. 2016 transactions made under the 2005 Stock Repurchase Program were made at prices that ranged from $44.50 to $48.00 per share.
|
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
||||||||||||
HILLS BANCORPORATION
|
$
|
100.00
|
|
$
|
111.69
|
|
$
|
122.31
|
|
$
|
133.86
|
|
$
|
152.79
|
|
$
|
174.99
|
|
REGIONAL-SOUTHWEST BANKS
|
$
|
100.00
|
|
$
|
96.65
|
|
$
|
94.07
|
|
$
|
142.32
|
|
$
|
150.05
|
|
$
|
136.78
|
|
NASDAQ MARKET INDEX
|
$
|
100.00
|
|
$
|
114.75
|
|
$
|
122.74
|
|
$
|
133.62
|
|
$
|
173.22
|
|
$
|
168.30
|
|
Plan Category
|
Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights (a)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights (b)
|
Number of securities
remaining available for
future issuance under equity
compensation plans
[excluding securities reflected
in column (a)] (c)
|
||||
Equity compensation plans approved by security holders
|
9,020
|
|
$
|
33.30
|
|
38,125
|
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
|
|
Total
|
9,020
|
|
$
|
33.30
|
|
38,125
|
|
Period in 2018
|
Total number of
shares purchased
|
Average price paid
per share
|
Total number of
shares purchased
as part of publicly
announced plans
or programs
|
Maximum number
of shares that may
yet be purchased
under the plans or
programs
|
|||||
October 1 to October 31
|
11,190
|
|
$
|
59.50
|
|
11,190
|
|
381,812
|
|
November 1 to November 30
|
1,664
|
|
60.70
|
|
1,664
|
|
380,148
|
|
|
December 1 to December 31
|
7,027
|
|
60.96
|
|
7,027
|
|
373,121
|
|
|
Total
|
19,881
|
|
$
|
60.12
|
|
19,881
|
|
373,121
|
|
Item 6.
|
Selected Financial Data
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
YEAR-END TOTALS (Amounts in Thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
3,042,464
|
|
|
$
|
2,963,360
|
|
|
$
|
2,655,770
|
|
|
$
|
2,493,607
|
|
|
$
|
2,334,318
|
|
Investment securities
|
331,098
|
|
|
300,160
|
|
|
279,950
|
|
|
276,069
|
|
|
267,240
|
|
|||||
Loans held for sale
|
1,984
|
|
|
5,162
|
|
|
9,806
|
|
|
5,554
|
|
|
4,476
|
|
|||||
Loans, net
|
2,591,085
|
|
|
2,431,165
|
|
|
2,251,445
|
|
|
2,099,174
|
|
|
1,961,369
|
|
|||||
Deposits
|
2,421,124
|
|
|
2,288,565
|
|
|
2,036,312
|
|
|
1,890,702
|
|
|
1,835,069
|
|
|||||
Federal Home Loan Bank borrowings
|
215,000
|
|
|
295,000
|
|
|
235,000
|
|
|
225,000
|
|
|
140,000
|
|
|||||
Redeemable common stock
|
48,870
|
|
|
43,308
|
|
|
40,781
|
|
|
37,562
|
|
|
34,571
|
|
|||||
Stockholders' equity
|
334,882
|
|
|
311,716
|
|
|
289,270
|
|
|
272,175
|
|
|
255,528
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
EARNINGS (Amounts in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income
|
$
|
118,797
|
|
|
$
|
105,952
|
|
|
$
|
97,677
|
|
|
$
|
92,167
|
|
|
$
|
86,582
|
|
Interest expense
|
26,323
|
|
|
17,972
|
|
|
16,087
|
|
|
14,967
|
|
|
15,037
|
|
|||||
Provision for loan losses
|
8,497
|
|
|
1,688
|
|
|
(1,163
|
)
|
|
1,655
|
|
|
1,042
|
|
|||||
Other income
|
23,818
|
|
|
20,818
|
|
|
19,995
|
|
|
20,802
|
|
|
19,356
|
|
|||||
Other expenses
|
62,123
|
|
|
59,512
|
|
|
56,799
|
|
|
55,460
|
|
|
51,756
|
|
|||||
Income taxes
|
8,905
|
|
|
19,537
|
|
|
14,394
|
|
|
12,469
|
|
|
11,129
|
|
|||||
Net income
|
36,767
|
|
|
28,061
|
|
|
31,555
|
|
|
28,418
|
|
|
26,974
|
|
|||||
Net income before Tax Act (1)
|
NA
|
|
32,770
|
|
|
NA
|
|
NA
|
|
NA
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
3.93
|
|
|
$
|
3.01
|
|
|
$
|
3.40
|
|
|
$
|
3.04
|
|
|
$
|
2.88
|
|
Basic before Tax Act (1)
|
NA
|
|
3.51
|
|
|
NA
|
|
NA
|
|
NA
|
|||||||||
Diluted
|
3.92
|
|
|
3.01
|
|
|
3.40
|
|
|
3.04
|
|
|
2.87
|
|
|||||
Diluted before Tax Act (1)
|
NA
|
|
3.51
|
|
|
NA
|
|
NA
|
|
NA
|
|||||||||
Cash dividends
|
0.750
|
|
|
0.700
|
|
|
0.650
|
|
|
0.625
|
|
|
0.575
|
|
|||||
Book value as of December 31
|
35.87
|
|
|
33.39
|
|
|
31.22
|
|
|
29.20
|
|
|
27.24
|
|
|||||
Decrease in book value due to:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
ESOP obligation
|
(5.23
|
)
|
|
(4.64
|
)
|
|
(4.40
|
)
|
|
(4.03
|
)
|
|
(3.69
|
)
|
|||||
Accumulated other comprehensive income
|
(0.35
|
)
|
|
(0.26
|
)
|
|
(0.36
|
)
|
|
(0.13
|
)
|
|
(0.05
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
SELECTED RATIOS
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Return on average assets
|
1.23
|
%
|
|
1.02
|
%
|
|
1.23
|
%
|
|
1.19
|
%
|
|
1.21
|
%
|
|||||
Return on average assets before Tax Act (1)
|
NA
|
|
1.19
|
|
|
NA
|
|
NA
|
|
NA
|
|||||||||
Return on average equity
|
9.92
|
|
|
9.24
|
|
|
11.26
|
|
|
10.79
|
|
|
10.83
|
|
|||||
Return on average equity before Tax Act (1)
|
NA
|
|
10.79
|
|
|
NA
|
|
NA
|
|
NA
|
|||||||||
Net interest margin
|
3.25
|
|
|
3.43
|
|
|
3.43
|
|
|
3.50
|
|
|
3.49
|
|
|||||
Average stockholders' equity to average total assets
|
12.35
|
|
|
11.02
|
|
|
10.94
|
|
|
11.03
|
|
|
11.17
|
|
|||||
Dividend payout ratio
|
19.05
|
|
|
23.11
|
|
|
19.20
|
|
|
20.60
|
|
|
20.09
|
|
(1)
|
Non-GAAP financial measurement. For further information, refer to the Non-GAAP Financial Measures section of this report in Item 7.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operation
|
•
|
The strength of the United States economy in general and the strength of the local economies in which the Company conducts its operations which may be less favorable than expected and may result in, among other things, a deterioration in the credit quality and value of the Company’s assets.
|
•
|
The effects of financial market disruptions and/or an economic recession, and monetary and other governmental actions designed to address such disruptions and recession.
|
•
|
The financial strength of the counterparties with which the Company or the Company’s customers do business and as to which the Company has investment or financial exposure.
|
•
|
The credit quality and credit agency ratings of the securities in the Company’s investment securities portfolio, a deterioration or downgrade of which could lead to other-than-temporary impairment of the affected securities and the recognition of an impairment loss.
|
•
|
The effects of, and changes in, laws, regulations and policies affecting banking, securities, insurance and monetary and financial matters as well as any laws otherwise affecting the Company.
|
•
|
The effects of changes in interest rates (including the effects of changes in the rate of prepayments of the Company’s assets) and the policies of the Board of Governors of the Federal Reserve System.
|
•
|
The ability of the Company to compete with other financial institutions as effectively as the Company currently intends due to increases in competitive pressures in the financial services sector.
|
•
|
The ability of the Company to obtain new customers and to retain existing customers.
|
•
|
The timely development and acceptance of products and services, including products and services offered through alternative electronic delivery channels.
|
•
|
Technological changes implemented by the Company and by other parties, including third-party vendors, which may be more difficult or more expensive than anticipated or which may have unforeseen consequences to the Company and its customers.
|
•
|
The ability of the Company to develop and maintain secure and reliable technology systems.
|
•
|
The ability of the Company to retain key executives and employees and the difficulty that the Company may experience in replacing key executives and employees in an effective manner.
|
•
|
Consumer spending and saving habits which may change in a manner that affects the Company’s business adversely.
|
•
|
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.
|
|
|
Year Ended December 31, 2017
|
||
Reconciliation of net income before effect of Tax Act to net income (GAAP):
|
|
|
||
Net Income (GAAP)
|
|
$
|
28,061
|
|
Tax Act related tax expense
|
|
4,709
|
|
|
Net Income before Tax Act related expense
|
|
$
|
32,770
|
|
|
|
|
||
Reconciliation of earnings per share before effect of Tax Act to earnings per share (GAAP):
|
|
|
||
Non-GAAP net income reconciled above
|
|
$
|
32,770
|
|
Weighted average shares outstanding (basic)
|
|
9,330,003
|
|
|
Earnings Per Share (basic) before effect of Tax Act
|
|
$
|
3.51
|
|
|
|
|
||
Weighted average shares outstanding (diluted)
|
|
9,334,635
|
|
|
Earnings Per Share (diluted) before effect of Tax Act
|
|
$
|
3.51
|
|
|
|
|
||
Reconciliation of return on average assets before effect of Tax Act to return on average assets (GAAP):
|
|
|
||
Non-GAAP net income reconciled above
|
|
$
|
32,770
|
|
Average assets
|
|
2,756,360
|
|
|
Return on average assets before effect of Tax Act
|
|
1.19
|
%
|
|
|
|
|
||
Reconciliation of return on average equity after effect of Tax Act to return on average equity (GAAP):
|
|
|
||
Non-GAAP net income reconciled above
|
|
$
|
32,770
|
|
Average equity
|
|
303,768
|
|
|
Return on average equity before effect of Tax Act
|
|
10.79
|
%
|
•
|
Loans, net of allowance for loan losses and unamortized fees and costs, totaling $2.593 billion.
|
•
|
Net loan growth in
2018
of
$159.92 million
.
|
•
|
Deposit growth of
$132.56 million
in
2018
. Deposits increased to
$2.421 billion
and included $132.46 million of brokered deposits.
|
•
|
FHLB Borrowings decreased $80.00 million.
|
•
|
Stockholders’ equity increased
$23.17 million
to
$334.88 million
in
2018
, with dividends having been paid in
2018
of $7.00 million.
|
Year End Amounts
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Amounts In Thousands)
|
|
|
||||||||||||||||
Total assets
|
$
|
3,042,464
|
|
|
$
|
2,963,360
|
|
|
$
|
2,655,770
|
|
|
$
|
2,493,607
|
|
|
$
|
2,334,318
|
|
Investment securities
|
331,098
|
|
|
300,160
|
|
|
279,950
|
|
|
276,069
|
|
|
267,240
|
|
|||||
Loans held for sale
|
1,984
|
|
|
5,162
|
|
|
9,806
|
|
|
5,554
|
|
|
4,476
|
|
|||||
Loans, net
|
2,591,085
|
|
|
2,431,165
|
|
|
2,251,445
|
|
|
2,099,174
|
|
|
1,961,369
|
|
|||||
Deposits
|
2,421,124
|
|
|
2,288,565
|
|
|
2,036,312
|
|
|
1,890,702
|
|
|
1,835,069
|
|
|||||
Federal Home Loan Bank borrowings
|
215,000
|
|
|
295,000
|
|
|
235,000
|
|
|
225,000
|
|
|
140,000
|
|
|||||
Redeemable common stock
|
48,870
|
|
|
43,308
|
|
|
40,781
|
|
|
37,562
|
|
|
34,571
|
|
|||||
Stockholders' equity
|
334,882
|
|
|
311,716
|
|
|
289,270
|
|
|
272,175
|
|
|
255,528
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Agricultural
|
$
|
92,673
|
|
|
$
|
88,580
|
|
|
$
|
92,871
|
|
|
$
|
101,588
|
|
|
$
|
97,645
|
|
Commercial and financial
|
229,501
|
|
|
218,632
|
|
|
192,995
|
|
|
184,199
|
|
|
174,738
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Construction, 1 to 4 family residential
|
72,279
|
|
|
69,738
|
|
|
57,864
|
|
|
51,346
|
|
|
45,949
|
|
|||||
Construction, land development and commercial
|
113,807
|
|
|
109,595
|
|
|
121,561
|
|
|
83,121
|
|
|
77,020
|
|
|||||
Mortgage, farmland
|
236,454
|
|
|
215,286
|
|
|
202,340
|
|
|
187,856
|
|
|
162,503
|
|
|||||
Mortgage, 1 to 4 family first liens
|
912,059
|
|
|
831,591
|
|
|
767,469
|
|
|
727,160
|
|
|
672,674
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
152,625
|
|
|
144,200
|
|
|
125,400
|
|
|
117,873
|
|
|
110,284
|
|
|||||
Mortgage, multi-family
|
352,434
|
|
|
336,810
|
|
|
302,831
|
|
|
271,974
|
|
|
245,213
|
|
|||||
Mortgage, commercial
|
383,314
|
|
|
361,196
|
|
|
334,198
|
|
|
323,409
|
|
|
321,601
|
|
|||||
Loans to individuals
|
30,072
|
|
|
26,417
|
|
|
25,157
|
|
|
24,019
|
|
|
21,342
|
|
|||||
Obligations of state and political subdivisions
|
52,725
|
|
|
57,626
|
|
|
54,462
|
|
|
52,371
|
|
|
55,729
|
|
|||||
|
$
|
2,627,943
|
|
|
$
|
2,459,671
|
|
|
$
|
2,277,148
|
|
|
$
|
2,124,916
|
|
|
$
|
1,984,698
|
|
Net unamortized fees and costs
|
952
|
|
|
894
|
|
|
827
|
|
|
768
|
|
|
691
|
|
|||||
|
$
|
2,628,895
|
|
|
$
|
2,460,565
|
|
|
$
|
2,277,975
|
|
|
$
|
2,125,684
|
|
|
$
|
1,985,389
|
|
Less allowance for loan losses
|
37,810
|
|
|
29,400
|
|
|
26,530
|
|
|
26,510
|
|
|
24,020
|
|
|||||
|
$
|
2,591,085
|
|
|
$
|
2,431,165
|
|
|
$
|
2,251,445
|
|
|
$
|
2,099,174
|
|
|
$
|
1,961,369
|
|
(1)
|
A significant portion of the commercial loans are due in one year or less. A significant percentage of the loans will be re-evaluated prior to their maturity and are likely to be extended.
|
(2)
|
Commercial, multi-family, construction 1 to 4 family residential, construction land development and commercial, and agricultural real estate loans are reflected in the Commercial and Agricultural total.
|
|
Unemployment Rate %
|
|
Median Income
|
|||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2015
|
|||||||||
United States
|
3.9
|
%
|
|
4.1
|
%
|
|
4.7
|
%
|
|
$
|
60,336
|
|
|
$
|
57,617
|
|
|
$
|
55,775
|
|
State of Iowa
|
2.5
|
%
|
|
2.8
|
%
|
|
3.6
|
%
|
|
58,570
|
|
|
56,247
|
|
|
54,736
|
|
|||
Johnson County
|
1.7
|
%
|
|
2.0
|
%
|
|
2.4
|
%
|
|
59,965
|
|
|
56,808
|
|
|
55,700
|
|
|||
Linn County
|
2.7
|
%
|
|
3.2
|
%
|
|
3.5
|
%
|
|
62,702
|
|
|
60,989
|
|
|
59,322
|
|
|||
Washington County
|
2.2
|
%
|
|
2.4
|
%
|
|
2.9
|
%
|
|
59,157
|
|
|
56,864
|
|
|
56,390
|
|
|
December 31,
|
|||||||||||||||||||
|
2018
|
|
Rate
|
|
2017
|
|
Rate
|
|
2016
|
|
Rate
|
|||||||||
|
(Amounts In Thousands)
|
|||||||||||||||||||
Average noninterest-bearing deposits
|
$
|
364,916
|
|
|
—
|
|
|
$
|
342,640
|
|
|
—
|
|
|
$
|
312,407
|
|
|
—
|
|
Average interest-bearing demand deposits
|
644,712
|
|
|
0.63
|
%
|
|
548,598
|
|
|
0.21
|
%
|
|
499,882
|
|
|
0.15
|
%
|
|||
Average savings deposits
|
832,772
|
|
|
0.75
|
|
|
748,862
|
|
|
0.34
|
|
|
684,283
|
|
|
0.23
|
|
|||
Average time deposits
|
537,575
|
|
|
1.72
|
|
|
451,208
|
|
|
1.34
|
|
|
438,173
|
|
|
1.24
|
|
|||
|
$
|
2,379,975
|
|
|
|
|
|
$
|
2,091,308
|
|
|
|
|
|
$
|
1,934,745
|
|
|
|
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts In Thousands)
|
||||||||||
Carrying value:
|
|
|
|
|
|
||||||
U.S. Treasury
|
$
|
83,155
|
|
|
$
|
54,318
|
|
|
$
|
27,482
|
|
Other securities (FHLB, FHLMC and FNMA)
|
34,871
|
|
|
43,959
|
|
|
61,660
|
|
|||
Stock of the Federal Home Loan Bank
|
12,172
|
|
|
15,005
|
|
|
12,413
|
|
|||
Obligations of state and political subdivisions
|
200,900
|
|
|
186,878
|
|
|
178,395
|
|
|||
|
$
|
331,098
|
|
|
$
|
300,160
|
|
|
$
|
279,950
|
|
|
December 31, 2018
|
|||||
|
Carrying
Value
|
|
Weighted
Average
Yield
|
|||
|
(Amounts In Thousands)
|
|||||
U.S. Treasury
|
|
|
|
|||
Within 1 year
|
$
|
4,967
|
|
|
1.53
|
%
|
From 1 to 5 years
|
78,188
|
|
|
2.27
|
%
|
|
|
$
|
83,155
|
|
|
|
|
Other securities (FHLB, FHLMC and FNMA), maturities:
|
|
|
|
|||
Within 1 year
|
$
|
19,909
|
|
|
1.41
|
%
|
From 1 to 5 years
|
14,962
|
|
|
1.23
|
|
|
From 5 to 10 years
|
—
|
|
|
—
|
|
|
|
$
|
34,871
|
|
|
|
|
|
|
|
|
|||
Stock of the Federal Home Loan Bank
|
$
|
12,172
|
|
|
2.94
|
%
|
|
|
|
|
|||
Obligations of state and political subdivisions, maturities:
|
|
|
|
|
|
|
Within 1 year
|
$
|
34,095
|
|
|
2.88
|
%
|
From 1 to 5 years
|
87,248
|
|
|
2.57
|
|
|
From 5 to 10 years
|
78,329
|
|
|
2.78
|
|
|
Over 10 years
|
1,228
|
|
|
4.49
|
|
|
|
$
|
200,900
|
|
|
|
|
Total
|
$
|
331,098
|
|
|
|
|
(1)
|
Non-GAAP financial measurement. For further information, refer to the Non-GAAP Financial Measures section of this report in Item 7.
|
Year
|
Net Income
|
|
% (Decrease) Increase
|
|
Earnings Per
Share - Diluted
|
|||||
|
(In Thousands)
|
|
|
|
|
|||||
2018
|
$
|
36,767
|
|
|
31.03
|
%
|
|
$
|
3.92
|
|
2017
|
28,061
|
|
|
(11.07
|
)
|
|
3.01
|
|
||
2017 (1)
|
32,770
|
|
|
3.85
|
|
|
3.51
|
|
||
2016
|
31,555
|
|
|
11.04
|
|
|
3.40
|
|
||
2015
|
28,418
|
|
|
5.35
|
|
|
3.04
|
|
||
2014
|
26,974
|
|
|
4.02
|
|
|
2.87
|
|
(1)
|
Non-GAAP financial measurement. For further information, refer to the Non-GAAP Financial Measurement section of this report.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts In Thousands)
|
||||||||||
Income:
|
|
|
|
|
|
||||||
Loans (1)
|
$
|
111,172
|
|
|
$
|
101,564
|
|
|
$
|
93,744
|
|
Taxable securities
|
2,759
|
|
|
1,709
|
|
|
1,471
|
|
|||
Nontaxable securities (1)
|
4,717
|
|
|
4,972
|
|
|
4,938
|
|
|||
Interest-bearing cash and cash equivalents
|
1,939
|
|
|
433
|
|
|
163
|
|
|||
Total interest income
|
$
|
120,587
|
|
|
$
|
108,678
|
|
|
$
|
100,316
|
|
Expense:
|
|
|
|
|
|
|
|
|
|||
Interest-bearing demand deposits
|
4,056
|
|
|
1,172
|
|
|
740
|
|
|||
Savings deposits
|
6,208
|
|
|
2,532
|
|
|
1,577
|
|
|||
Time deposits
|
9,267
|
|
|
6,038
|
|
|
5,440
|
|
|||
Other borrowings
|
—
|
|
|
184
|
|
|
158
|
|
|||
FHLB borrowings
|
6,792
|
|
|
8,046
|
|
|
8,172
|
|
|||
Interest-bearing other liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total interest expense
|
$
|
26,323
|
|
|
$
|
17,972
|
|
|
$
|
16,087
|
|
Net interest income
|
$
|
94,264
|
|
|
$
|
90,706
|
|
|
$
|
84,229
|
|
|
Change In
|
|
Change In
|
|
Increase (Decrease)
|
|||||||||||||
|
Average
Balance
|
|
Average
Rate
|
|
Volume
Changes
|
|
Rate
Changes
|
|
Net
Change
|
|||||||||
|
(Amounts In Thousands)
|
|||||||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|||||||||
Loans, net
|
$
|
147,130
|
|
|
0.13
|
%
|
|
$
|
6,369
|
|
|
$
|
3,239
|
|
|
$
|
9,608
|
|
Taxable securities
|
23,069
|
|
|
0.50
|
|
|
374
|
|
|
676
|
|
|
1,050
|
|
||||
Nontaxable securities
|
12,035
|
|
|
(0.33
|
)
|
|
354
|
|
|
(609
|
)
|
|
(255
|
)
|
||||
Interest-bearing cash and cash equivalents
|
68,585
|
|
|
0.67
|
|
|
801
|
|
|
705
|
|
|
1,506
|
|
||||
Federal funds sold
|
(25
|
)
|
|
0.99
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
250,794
|
|
|
|
|
|
$
|
7,898
|
|
|
$
|
4,011
|
|
|
$
|
11,909
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest-bearing demand deposits
|
$
|
96,114
|
|
|
0.42
|
%
|
|
$
|
(205
|
)
|
|
$
|
(2,679
|
)
|
|
$
|
(2,884
|
)
|
Savings deposits
|
83,910
|
|
|
0.41
|
|
|
(389
|
)
|
|
(3,288
|
)
|
|
(3,677
|
)
|
||||
Time deposits
|
86,367
|
|
|
0.38
|
|
|
(1,156
|
)
|
|
(2,072
|
)
|
|
(3,228
|
)
|
||||
Other borrowings
|
(28,593
|
)
|
|
2.07
|
|
|
184
|
|
|
—
|
|
|
184
|
|
||||
FHLB borrowings
|
(40,345
|
)
|
|
(0.02
|
)
|
|
1,209
|
|
|
45
|
|
|
1,254
|
|
||||
Interest-bearing other liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
197,453
|
|
|
|
|
|
$
|
(357
|
)
|
|
$
|
(7,994
|
)
|
|
$
|
(8,351
|
)
|
Change in net interest income
|
|
|
|
|
|
|
$
|
7,541
|
|
|
$
|
(3,983
|
)
|
|
$
|
3,558
|
|
|
Change In Average Balance
|
|
Change In Average Rate
|
|
Increase (Decrease)
|
|||||||||||||
|
|
|
Volume
Changes
|
|
Rate
Changes
|
|
Net
Change
|
|||||||||||
|
(Amounts In Thousands)
|
|||||||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|||||||||
Loans, net
|
$
|
180,621
|
|
|
0.01
|
%
|
|
$
|
7,550
|
|
|
$
|
270
|
|
|
$
|
7,820
|
|
Taxable securities
|
3,872
|
|
|
0.17
|
|
|
93
|
|
|
145
|
|
|
238
|
|
||||
Nontaxable securities
|
6,135
|
|
|
(0.09
|
)
|
|
186
|
|
|
(152
|
)
|
|
34
|
|
||||
Interest-bearing cash and cash equivalents
|
5,138
|
|
|
0.66
|
|
|
26
|
|
|
244
|
|
|
270
|
|
||||
Federal funds sold
|
21
|
|
|
0.28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
195,787
|
|
|
|
|
|
$
|
7,855
|
|
|
$
|
507
|
|
|
$
|
8,362
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest-bearing demand deposits
|
$
|
48,716
|
|
|
0.06
|
%
|
|
$
|
(70
|
)
|
|
$
|
(362
|
)
|
|
$
|
(432
|
)
|
Savings deposits
|
64,579
|
|
|
0.11
|
|
|
(141
|
)
|
|
(813
|
)
|
|
(954
|
)
|
||||
Time deposits
|
13,035
|
|
|
0.10
|
|
|
(147
|
)
|
|
(452
|
)
|
|
(599
|
)
|
||||
Other borrowings
|
(22,575
|
)
|
|
0.33
|
|
|
50
|
|
|
(76
|
)
|
|
(26
|
)
|
||||
FHLB borrowings
|
36,968
|
|
|
(0.51
|
)
|
|
(1,279
|
)
|
|
1,405
|
|
|
126
|
|
||||
Interest-bearing other liabilities
|
(872
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
139,851
|
|
|
|
|
|
$
|
(1,587
|
)
|
|
$
|
(298
|
)
|
|
$
|
(1,885
|
)
|
Change in net interest income
|
|
|
|
|
|
|
$
|
6,268
|
|
|
$
|
209
|
|
|
$
|
6,477
|
|
|
Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Average yields:
|
|
|
|
|
|
|||
Loans (1)
|
4.45
|
%
|
|
4.30
|
%
|
|
4.24
|
%
|
Loans (tax equivalent basis) (1)
|
4.47
|
|
|
4.34
|
|
|
4.33
|
|
Taxable securities
|
2.13
|
|
|
1.63
|
|
|
1.45
|
|
Nontaxable securities
|
1.96
|
|
|
1.91
|
|
|
1.97
|
|
Nontaxable securities (tax equivalent basis)
|
2.61
|
|
|
2.94
|
|
|
3.03
|
|
Interest-bearing cash and cash equivalents
|
1.84
|
|
|
1.17
|
|
|
0.51
|
|
Federal funds sold
|
1.75
|
|
|
0.76
|
|
|
0.48
|
|
Average rates paid:
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits
|
0.63
|
|
|
0.21
|
|
|
0.15
|
|
Savings deposits
|
0.75
|
|
|
0.34
|
|
|
0.23
|
|
Time deposits
|
1.72
|
|
|
1.34
|
|
|
1.24
|
|
Short-term borrowings
|
2.71
|
|
|
0.64
|
|
|
0.31
|
|
FHLB borrowings
|
2.94
|
|
|
2.96
|
|
|
3.47
|
|
Yield on average interest-earning assets
|
4.15
|
|
|
4.10
|
|
|
4.07
|
|
Rate on average interest-bearing liabilities
|
1.17
|
|
|
0.87
|
|
|
0.84
|
|
Net interest spread (2)
|
2.99
|
|
|
3.23
|
|
|
3.23
|
|
Net interest margin (3)
|
3.25
|
|
|
3.43
|
|
|
3.43
|
|
(1)
|
Non-accruing loans have been included in the average loan balances for purposes of this computation.
|
(2)
|
Net interest spread is the difference between the yield on average interest-earning assets and the yield on average interest-paying liabilities stated on a tax equivalent basis using a federal rate of 21% for 2018 and 35% for 2017 and 2016. The net interest spread decreased 24 basis points in
2018
compared to
2017
and
2016
.
|
(3)
|
Net interest margin is net interest income, on a tax equivalent basis, divided by average interest-earning assets. The net interest margin decreased 18 basis points in
2018
. The net interest margin did not change in 2017 compared to 2016.
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||
Nonaccrual loans (1)
|
$
|
10,829
|
|
|
$
|
9,096
|
|
|
$
|
9,938
|
|
|
$
|
7,415
|
|
|
$
|
6,081
|
|
Accruing loans past due 90 days or more (2)
|
370
|
|
|
971
|
|
|
635
|
|
|
467
|
|
|
348
|
|
|||||
Specific reserve loans
|
8,247
|
|
|
12,950
|
|
|
17,683
|
|
|
100
|
|
|
—
|
|
|||||
Troubled debt restructurings ("TDR loans")(1) (3)
|
8,539
|
|
|
8,470
|
|
|
5,408
|
|
|
8,279
|
|
|
14,340
|
|
|||||
Total impaired loans
|
$
|
27,985
|
|
|
$
|
31,487
|
|
|
$
|
33,664
|
|
|
$
|
16,261
|
|
|
$
|
20,769
|
|
Other real estate
|
—
|
|
|
—
|
|
|
237
|
|
|
439
|
|
|
1,213
|
|
|||||
Non-performing assets (includes impaired loans and other real estate)
|
$
|
27,985
|
|
|
$
|
31,487
|
|
|
$
|
33,901
|
|
|
$
|
16,700
|
|
|
$
|
21,982
|
|
Loans held for investment
|
$2,627,943
|
|
$2,459,671
|
|
$2,277,148
|
|
$2,124,916
|
|
$1,984,698
|
||||||||||
Ratio of allowance for loan losses to loans held for investment
|
1.44
|
%
|
|
1.20
|
%
|
|
1.17
|
%
|
|
1.25
|
%
|
|
1.21
|
%
|
|||||
Ratio of allowance for loan losses to impaired loans
|
135.11
|
|
|
93.37
|
|
|
78.81
|
|
|
163.03
|
|
|
115.65
|
|
|||||
Ratio of impaired loans to total loans held for investment
|
1.06
|
|
|
1.28
|
|
|
1.48
|
|
|
0.77
|
|
|
1.05
|
|
|||||
Ratio of non-performing assets to total assets
|
0.92
|
|
|
1.06
|
|
|
1.28
|
|
|
0.67
|
|
|
0.94
|
|
(1)
|
The gross interest income that would have been recorded if the loans had been current in accordance with their original terms and had been outstanding throughout the period or since origination if held for part of the period was $0.79 million in 2018 and $0.90 million in 2017. The amount of interest income on the loans that was included in income was $0.40 million in 2018 and $0.44 million in 2017.
|
(2)
|
The accruing loans past due 90 days or more are still believed to be adequately collateralized. Loans are placed on nonaccrual status when management believes the collection of future principal and interest is not reasonably assured.
|
(3)
|
Total TDR loans were $13.38, $12.09, $9.64, $10.59, and $16.48 million as of December 31, 2018, 2017, 2016, 2015, and 2014, respectively. Included in the total nonaccrual loans were $4.84, $3.62, $4.23, $2.31, and $2.14 million of TDR loans as of December 31, 2018, 2017, 2016, 2015, and 2014, respectively.
|
|
Agricultural
|
|
Commercial and Financial
|
|
Real Estate: Construction
and land
development
|
|
Real Estate:
Mortgage,
farmland
|
|
Real Estate:
Mortgage, 1 to
4 family
|
|
Real Estate:
Mortgage, multi-family and
commercial
|
|
Other
|
|
Total
|
||||||||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
2,294
|
|
|
$
|
4,837
|
|
|
$
|
2,989
|
|
|
$
|
3,669
|
|
|
$
|
8,668
|
|
|
$
|
5,700
|
|
|
$
|
1,243
|
|
|
$
|
29,400
|
|
Charge-offs
|
(95
|
)
|
|
(585
|
)
|
|
—
|
|
|
—
|
|
|
(830
|
)
|
|
(251
|
)
|
|
(561
|
)
|
|
(2,322
|
)
|
||||||||
Recoveries
|
119
|
|
|
1,057
|
|
|
148
|
|
|
30
|
|
|
612
|
|
|
107
|
|
|
162
|
|
|
2,235
|
|
||||||||
Provision
|
471
|
|
|
517
|
|
|
155
|
|
|
273
|
|
|
4,066
|
|
|
2,609
|
|
|
406
|
|
|
8,497
|
|
||||||||
Ending balance
|
$
|
2,789
|
|
|
$
|
5,826
|
|
|
$
|
3,292
|
|
|
$
|
3,972
|
|
|
$
|
12,516
|
|
|
$
|
8,165
|
|
|
$
|
1,250
|
|
|
$
|
37,810
|
|
|
Agricultural
|
|
Commercial and Financial
|
|
Real Estate: Construction
and land
development
|
|
Real Estate:
Mortgage,
farmland
|
|
Real Estate:
Mortgage, 1 to
4 family
|
|
Real Estate:
Mortgage, multi-family and
commercial
|
|
Other
|
|
Total
|
||||||||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
2,947
|
|
|
$
|
4,531
|
|
|
$
|
2,890
|
|
|
$
|
3,417
|
|
|
$
|
7,677
|
|
|
$
|
4,045
|
|
|
$
|
1,023
|
|
|
$
|
26,530
|
|
Charge-offs
|
(167
|
)
|
|
(583
|
)
|
|
(114
|
)
|
|
(3
|
)
|
|
(553
|
)
|
|
(130
|
)
|
|
(554
|
)
|
|
(2,104
|
)
|
||||||||
Recoveries
|
146
|
|
|
1,183
|
|
|
662
|
|
|
—
|
|
|
661
|
|
|
376
|
|
|
258
|
|
|
3,286
|
|
||||||||
Provision
|
(632
|
)
|
|
(294
|
)
|
|
(449
|
)
|
|
255
|
|
|
883
|
|
|
1,409
|
|
|
516
|
|
|
1,688
|
|
||||||||
Ending balance
|
$
|
2,294
|
|
|
$
|
4,837
|
|
|
$
|
2,989
|
|
|
$
|
3,669
|
|
|
$
|
8,668
|
|
|
$
|
5,700
|
|
|
$
|
1,243
|
|
|
$
|
29,400
|
|
|
Agricultural
|
|
Commercial and Financial
|
|
Real Estate: Construction
and land
development
|
|
Real Estate:
Mortgage,
farmland
|
|
Real Estate:
Mortgage, 1 to
4 family
|
|
Real Estate:
Mortgage, multi-family and
commercial
|
|
Other
|
|
Total
|
||||||||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
3,082
|
|
|
$
|
4,517
|
|
|
$
|
2,280
|
|
|
$
|
3,342
|
|
|
$
|
8,172
|
|
|
$
|
4,223
|
|
|
$
|
894
|
|
|
$
|
26,510
|
|
Charge-offs
|
(226
|
)
|
|
(315
|
)
|
|
(34
|
)
|
|
(116
|
)
|
|
(1,181
|
)
|
|
(66
|
)
|
|
(693
|
)
|
|
(2,631
|
)
|
||||||||
Recoveries
|
181
|
|
|
1,169
|
|
|
849
|
|
|
—
|
|
|
1,043
|
|
|
385
|
|
|
187
|
|
|
3,814
|
|
||||||||
Provision
|
(90
|
)
|
|
(840
|
)
|
|
(205
|
)
|
|
191
|
|
|
(357
|
)
|
|
(497
|
)
|
|
635
|
|
|
(1,163
|
)
|
||||||||
Ending balance
|
$
|
2,947
|
|
|
$
|
4,531
|
|
|
$
|
2,890
|
|
|
$
|
3,417
|
|
|
$
|
7,677
|
|
|
$
|
4,045
|
|
|
$
|
1,023
|
|
|
$
|
26,530
|
|
|
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)
|
||||||||||||||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
2,515
|
|
|
$
|
4,231
|
|
|
$
|
2,241
|
|
|
$
|
2,672
|
|
|
$
|
7,419
|
|
|
$
|
4,195
|
|
|
$
|
747
|
|
|
$
|
24,020
|
|
Charge-offs
|
(325
|
)
|
|
(526
|
)
|
|
(285
|
)
|
|
—
|
|
|
(1,108
|
)
|
|
(723
|
)
|
|
(438
|
)
|
|
(3,405
|
)
|
||||||||
Recoveries
|
123
|
|
|
1,370
|
|
|
501
|
|
|
6
|
|
|
762
|
|
|
1,310
|
|
|
168
|
|
|
4,240
|
|
||||||||
Provision
|
769
|
|
|
(558
|
)
|
|
(177
|
)
|
|
664
|
|
|
1,099
|
|
|
(559
|
)
|
|
417
|
|
|
1,655
|
|
||||||||
Ending balance
|
$
|
3,082
|
|
|
$
|
4,517
|
|
|
$
|
2,280
|
|
|
$
|
3,342
|
|
|
$
|
8,172
|
|
|
$
|
4,223
|
|
|
$
|
894
|
|
|
$
|
26,510
|
|
|
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)
|
||||||||||||||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
2,852
|
|
|
$
|
4,733
|
|
|
$
|
2,918
|
|
|
$
|
2,557
|
|
|
$
|
7,064
|
|
|
$
|
4,787
|
|
|
$
|
639
|
|
|
$
|
25,550
|
|
Charge-offs
|
(174
|
)
|
|
(3,388
|
)
|
|
(250
|
)
|
|
—
|
|
|
(1,195
|
)
|
|
(217
|
)
|
|
(325
|
)
|
|
(5,549
|
)
|
||||||||
Recoveries
|
66
|
|
|
1,128
|
|
|
390
|
|
|
—
|
|
|
870
|
|
|
377
|
|
|
146
|
|
|
2,977
|
|
||||||||
Provision
|
(229
|
)
|
|
1,758
|
|
|
(817
|
)
|
|
115
|
|
|
680
|
|
|
(752
|
)
|
|
287
|
|
|
1,042
|
|
||||||||
Ending balance
|
$
|
2,515
|
|
|
$
|
4,231
|
|
|
$
|
2,241
|
|
|
$
|
2,672
|
|
|
$
|
7,419
|
|
|
$
|
4,195
|
|
|
$
|
747
|
|
|
$
|
24,020
|
|
|
2018
|
|
2017
|
||||||||||||||||
|
Amount
|
|
% of Total Allowance
|
|
% of Loans
to Total Loans |
|
Amount
|
|
% of Total Allowance
|
|
% of Loans
to Total Loans
|
||||||||
|
(In Thousands)
|
|
|
|
|
|
(In Thousands)
|
|
|
|
|
||||||||
Agricultural
|
$
|
2,789
|
|
|
7.38
|
%
|
|
3.53
|
%
|
|
$
|
2,294
|
|
|
7.80
|
%
|
|
3.60
|
%
|
Commercial and financial
|
5,826
|
|
|
15.41
|
%
|
|
8.73
|
|
|
4,837
|
|
|
16.45
|
%
|
|
8.89
|
|
||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Construction, 1 to 4 family residential
|
1,297
|
|
|
3.43
|
%
|
|
2.75
|
|
|
1,193
|
|
|
4.06
|
%
|
|
2.84
|
|
||
Construction, land development and commercial
|
1,995
|
|
|
5.28
|
%
|
|
4.33
|
|
|
1,796
|
|
|
6.11
|
%
|
|
4.46
|
|
||
Mortgage, farmland
|
3,972
|
|
|
10.51
|
%
|
|
9.00
|
|
|
3,669
|
|
|
12.48
|
%
|
|
8.75
|
|
||
Mortgage, 1 to 4 family first liens
|
10,750
|
|
|
28.43
|
%
|
|
34.71
|
|
|
7,369
|
|
|
25.07
|
%
|
|
33.81
|
|
||
Mortgage, 1 to 4 family junior liens
|
1,766
|
|
|
4.67
|
%
|
|
5.81
|
|
|
1,299
|
|
|
4.42
|
%
|
|
5.86
|
|
||
Mortgage, multi-family
|
4,083
|
|
|
10.80
|
%
|
|
13.41
|
|
|
2,791
|
|
|
9.49
|
%
|
|
13.69
|
|
||
Mortgage, commercial
|
4,082
|
|
|
10.80
|
%
|
|
14.58
|
|
|
2,909
|
|
|
9.89
|
%
|
|
14.69
|
|
||
Loans to individuals
|
723
|
|
|
1.91
|
%
|
|
1.14
|
|
|
782
|
|
|
2.66
|
%
|
|
1.07
|
|
||
Obligations of state and political subdivisions
|
527
|
|
|
1.38
|
|
|
2.01
|
|
|
461
|
|
|
1.57
|
|
|
2.34
|
|
||
|
$
|
37,810
|
|
|
100.00
|
%
|
|
100.00
|
%
|
|
$
|
29,400
|
|
|
100.00
|
%
|
|
100.00
|
%
|
|
2016
|
|
2015
|
||||||||||||||||
Agricultural
|
$
|
2,947
|
|
|
11.11
|
%
|
|
4.08
|
%
|
|
$
|
3,082
|
|
|
11.63
|
%
|
|
4.78
|
%
|
Commercial and financial
|
4,531
|
|
|
17.08
|
|
|
8.48
|
|
|
4,517
|
|
|
17.04
|
|
|
8.67
|
|
||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Construction, 1 to 4 family residential
|
1,023
|
|
|
3.86
|
|
|
2.54
|
|
|
866
|
|
|
3.27
|
|
|
2.42
|
|
||
Construction, land development and commercial
|
1,867
|
|
|
7.04
|
|
|
5.34
|
|
|
1,414
|
|
|
5.33
|
|
|
3.91
|
|
||
Mortgage, farmland
|
3,417
|
|
|
12.88
|
|
|
8.89
|
|
|
3,342
|
|
|
12.61
|
|
|
8.84
|
|
||
Mortgage, 1 to 4 family first liens
|
6,560
|
|
|
24.72
|
|
|
33.70
|
|
|
6,931
|
|
|
26.14
|
|
|
34.22
|
|
||
Mortgage, 1 to 4 family junior liens
|
1,117
|
|
|
4.21
|
|
|
5.51
|
|
|
1,241
|
|
|
4.68
|
|
|
5.55
|
|
||
Mortgage, multi-family
|
1,669
|
|
|
6.29
|
|
|
13.30
|
|
|
1,713
|
|
|
6.46
|
|
|
12.80
|
|
||
Mortgage, commercial
|
2,376
|
|
|
8.95
|
|
|
14.67
|
|
|
2,510
|
|
|
9.47
|
|
|
15.22
|
|
||
Loans to individuals
|
642
|
|
|
2.42
|
|
|
1.10
|
|
|
501
|
|
|
1.89
|
|
|
1.13
|
|
||
Obligations of state and political subdivisions
|
381
|
|
|
1.44
|
|
|
2.39
|
|
|
393
|
|
|
1.48
|
|
|
2.46
|
|
||
|
$
|
26,530
|
|
|
100.00
|
%
|
|
100.00
|
%
|
|
$
|
26,510
|
|
|
100.00
|
%
|
|
100.00
|
%
|
|
2014
|
||||||||
|
Amount
|
|
% of Total Allowance
|
|
% of Loans
to Total Loans
|
||||
|
(In Thousands)
|
|
|
|
|
||||
Agricultural
|
$
|
2,515
|
|
|
10.47
|
%
|
|
4.92
|
%
|
Commercial and financial
|
4,231
|
|
|
17.61
|
|
|
8.80
|
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
Construction, 1 to 4 family residential
|
810
|
|
|
3.37
|
|
|
2.32
|
|
|
Construction, land development and commercial
|
1,431
|
|
|
5.96
|
|
|
3.88
|
|
|
Mortgage, farmland
|
2,672
|
|
|
11.12
|
|
|
8.19
|
|
|
Mortgage, 1 to 4 family first liens
|
6,268
|
|
|
26.11
|
|
|
33.88
|
|
|
Mortgage, 1 to 4 family junior liens
|
1,151
|
|
|
4.79
|
|
|
5.56
|
|
|
Mortgage, multi-family
|
1,490
|
|
|
6.20
|
|
|
12.36
|
|
|
Mortgage, commercial
|
2,705
|
|
|
11.26
|
|
|
16.20
|
|
|
Loans to individuals
|
299
|
|
|
1.24
|
|
|
1.08
|
|
|
Obligations of state and political subdivisions
|
448
|
|
|
1.87
|
|
|
2.81
|
|
|
|
$
|
24,020
|
|
|
100.00
|
%
|
|
100.00
|
%
|
|
Year Ended December 31,
|
|
$ Change
|
|
% Change
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018/2017
|
|
|
2017/2016
|
|
|
2018/2017
|
|
|
2017/2016
|
|
||||||||
|
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net gain on sale of loans
|
$
|
1,517
|
|
|
$
|
1,547
|
|
|
$
|
2,043
|
|
|
$
|
(30
|
)
|
|
$
|
(496
|
)
|
|
(1.94
|
)%
|
|
(24.28
|
)%
|
Trust fees
|
10,007
|
|
|
8,043
|
|
|
7,033
|
|
|
1,964
|
|
|
1,010
|
|
|
24.42
|
|
|
14.36
|
|
|||||
Service charges and fees
|
9,614
|
|
|
8,850
|
|
|
8,750
|
|
|
764
|
|
|
100
|
|
|
8.63
|
|
|
1.14
|
|
|||||
Other noninterest income
|
2,680
|
|
|
2,378
|
|
|
2,169
|
|
|
302
|
|
|
209
|
|
|
12.70
|
|
|
9.64
|
|
|||||
|
$
|
23,818
|
|
|
$
|
20,818
|
|
|
$
|
19,995
|
|
|
$
|
3,000
|
|
|
$
|
823
|
|
|
14.41
|
%
|
|
4.12
|
%
|
|
Year Ended December 31,
|
|
$ Change
|
|
% Change
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018/2017
|
|
|
2017/2016
|
|
|
2018/2017
|
|
|
2017/2016
|
|
||||||||
|
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries and employee benefits
|
$
|
34,981
|
|
|
$
|
33,197
|
|
|
$
|
30,778
|
|
|
$
|
1,784
|
|
|
$
|
2,419
|
|
|
5.37
|
%
|
|
7.86
|
%
|
Occupancy
|
4,374
|
|
|
4,189
|
|
|
3,962
|
|
|
185
|
|
|
227
|
|
|
4.42
|
|
|
5.73
|
|
|||||
Furniture and equipment
|
5,741
|
|
|
5,580
|
|
|
5,368
|
|
|
161
|
|
|
212
|
|
|
2.89
|
|
|
3.95
|
|
|||||
Office supplies and postage
|
1,778
|
|
|
1,961
|
|
|
1,797
|
|
|
(183
|
)
|
|
164
|
|
|
(9.33
|
)
|
|
9.13
|
|
|||||
Advertising and business development
|
2,513
|
|
|
2,764
|
|
|
3,403
|
|
|
(251
|
)
|
|
(639
|
)
|
|
(9.08
|
)
|
|
(18.78
|
)
|
|||||
Outside services
|
10,076
|
|
|
8,303
|
|
|
7,584
|
|
|
1,773
|
|
|
719
|
|
|
21.35
|
|
|
9.48
|
|
|||||
FDIC insurance assessment
|
856
|
|
|
845
|
|
|
1,022
|
|
|
11
|
|
|
(177
|
)
|
|
1.30
|
|
|
(17.32
|
)
|
|||||
Other noninterest expense
|
1,804
|
|
|
2,673
|
|
|
2,885
|
|
|
(869
|
)
|
|
(212
|
)
|
|
(32.51
|
)
|
|
(7.35
|
)
|
|||||
|
$
|
62,123
|
|
|
$
|
59,512
|
|
|
$
|
56,799
|
|
|
$
|
2,611
|
|
|
$
|
2,713
|
|
|
4.39
|
%
|
|
4.78
|
%
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts In Thousands)
|
||||||||||
Outstanding balance as of December 31
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,489
|
|
Weighted average interest rate at year end
|
—
|
%
|
|
0.73
|
%
|
|
0.33
|
%
|
|||
Maximum month-end balance
|
—
|
|
|
44,588
|
|
|
96,224
|
|
|||
Average month-end balance
|
—
|
|
|
25,360
|
|
|
47,899
|
|
|||
Weighted average interest rate for the year
|
2.71
|
%
|
|
0.64
|
%
|
|
0.31
|
%
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts In Thousands)
|
||||||||||
Outstanding balance as of December 31
|
$
|
215,000
|
|
|
$
|
295,000
|
|
|
$
|
235,000
|
|
Weighted average interest rate at year end
|
2.94
|
%
|
|
2.82
|
%
|
|
3.15
|
%
|
|||
Maximum month-end balance
|
280,000
|
|
|
345,000
|
|
|
260,000
|
|
|||
Average month-end balance
|
228,066
|
|
|
268,411
|
|
|
231,443
|
|
|||
Weighted average interest rate for the year
|
2.94
|
%
|
|
2.96
|
%
|
|
3.47
|
%
|
|
Payments Due By Period
|
||||||||||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||
|
Total
|
|
Less Than
One Year
|
|
One -
Three Years
|
|
Three -
Five Years
|
|
More Than
Five Years
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt obligations
|
$
|
215,000
|
|
|
$
|
—
|
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
165,000
|
|
Operating lease obligations
|
2,005
|
|
|
464
|
|
|
838
|
|
|
623
|
|
|
80
|
|
|||||
Total contractual obligations:
|
$
|
217,005
|
|
|
$
|
464
|
|
|
$
|
25,838
|
|
|
$
|
25,623
|
|
|
$
|
165,080
|
|
Other commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lines of credit
|
$
|
375,940
|
|
|
$
|
255,442
|
|
|
$
|
99,175
|
|
|
$
|
17,522
|
|
|
$
|
3,801
|
|
Standby letters of credit
|
9,033
|
|
|
9,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other commitments
|
$
|
384,973
|
|
|
$
|
264,475
|
|
|
$
|
99,175
|
|
|
$
|
17,522
|
|
|
$
|
3,801
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Repricing
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Maturities
|
|
Days
|
|
More Than
|
|
|
||||||||||||||||||||
|
Immediately
|
|
2-30
|
|
31-90
|
|
91-180
|
|
181-365
|
|
One Year
|
|
Total
|
||||||||||||||
|
(Amounts in Thousands)
|
||||||||||||||||||||||||||
Earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Excess Cash
|
$
|
8,237
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,237
|
|
Federal funds sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Investment securities
|
—
|
|
|
2,501
|
|
|
7,753
|
|
|
34,392
|
|
|
14,472
|
|
|
271,980
|
|
|
331,098
|
|
|||||||
Loans
|
10,637
|
|
|
207,808
|
|
|
53,147
|
|
|
75,716
|
|
|
214,295
|
|
|
2,069,276
|
|
|
2,630,879
|
|
|||||||
Total earning assets
|
18,874
|
|
|
210,309
|
|
|
60,900
|
|
|
110,108
|
|
|
228,767
|
|
|
2,341,256
|
|
|
2,970,214
|
|
|||||||
Sources of funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest-bearing checking and savings accounts
|
186,017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,281,585
|
|
|
1,467,602
|
|
|||||||
Certificates of deposit
|
—
|
|
|
10,517
|
|
|
14,904
|
|
|
35,718
|
|
|
167,952
|
|
|
352,279
|
|
|
581,370
|
|
|||||||
FHLB borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215,000
|
|
|
215,000
|
|
|||||||
Federal funds and repurchase agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
186,017
|
|
|
10,517
|
|
|
14,904
|
|
|
35,718
|
|
|
167,952
|
|
|
1,848,864
|
|
|
2,263,972
|
|
|||||||
Other sources, primarily noninterest-bearing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
372,152
|
|
|
372,152
|
|
|||||||
Total sources
|
186,017
|
|
|
10,517
|
|
|
14,904
|
|
|
35,718
|
|
|
167,952
|
|
|
2,221,016
|
|
|
2,636,124
|
|
|||||||
Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Rate Gap
|
$
|
(167,143
|
)
|
|
$
|
199,792
|
|
|
$
|
45,996
|
|
|
$
|
74,390
|
|
|
$
|
60,815
|
|
|
$
|
120,240
|
|
|
$
|
334,090
|
|
Cumulative Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Rate Gap at December 31, 2018
|
$
|
(167,143
|
)
|
|
$
|
32,649
|
|
|
$
|
78,645
|
|
|
$
|
153,035
|
|
|
$
|
213,850
|
|
|
$
|
334,090
|
|
|
|
|
|
Gap Ratio
|
0.10
|
|
|
20.00
|
|
|
4.09
|
|
|
3.08
|
|
|
1.36
|
|
|
1.05
|
|
|
|
|
|||||||
Cumulative Gap Ratio
|
0.10
|
|
|
1.17
|
|
|
1.37
|
|
|
1.62
|
|
|
1.52
|
|
|
1.13
|
|
|
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans, fixed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance
|
$
|
389,790
|
|
|
$
|
145,417
|
|
|
$
|
198,304
|
|
|
$
|
279,419
|
|
|
$
|
247,049
|
|
|
$
|
194,318
|
|
|
$
|
1,454,297
|
|
|
$
|
1,265,101
|
|
Average interest rate
|
5.06
|
%
|
|
4.39
|
%
|
|
4.34
|
%
|
|
4.35
|
%
|
|
4.82
|
%
|
|
4.10
|
%
|
|
4.59
|
%
|
|
|
|
||||||||
Loans, variable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance
|
$
|
154,155
|
|
|
$
|
136,786
|
|
|
$
|
199,330
|
|
|
$
|
280,553
|
|
|
$
|
244,519
|
|
|
$
|
158,303
|
|
|
$
|
1,173,646
|
|
|
$
|
1,308,858
|
|
Average interest rate
|
5.36
|
%
|
|
4.17
|
%
|
|
4.09
|
%
|
|
4.11
|
%
|
|
4.36
|
%
|
|
4.22
|
%
|
|
4.35
|
%
|
|
|
|
||||||||
Investments (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance
|
$
|
71,142
|
|
|
$
|
49,906
|
|
|
$
|
45,957
|
|
|
$
|
47,597
|
|
|
$
|
36,939
|
|
|
$
|
79,557
|
|
|
$
|
331,098
|
|
|
$
|
331,098
|
|
Average interest rate
|
2.38
|
%
|
|
2.11
|
%
|
|
2.10
|
%
|
|
2.47
|
%
|
|
2.71
|
%
|
|
2.81
|
%
|
|
2.45
|
%
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liquid deposits (2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,462,663
|
|
|
$
|
1,467,806
|
|
Average interest rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.82
|
%
|
|
|
|
||||||||
Deposits, certificates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance
|
$
|
229,091
|
|
|
$
|
223,254
|
|
|
$
|
44,610
|
|
|
$
|
35,002
|
|
|
$
|
49,413
|
|
|
$
|
—
|
|
|
$
|
581,370
|
|
|
$
|
587,788
|
|
Average interest rate
|
1.72
|
%
|
|
1.94
|
%
|
|
1.81
|
%
|
|
2.72
|
%
|
|
3.22
|
%
|
|
—
|
%
|
|
2.00
|
%
|
|
|
|
(1)
|
Includes all available-for-sale investments, federal funds and Federal Home Loan Bank stock.
|
(2)
|
Includes NOW and other demand, savings and money market funds.
|
Item 8.
|
Consolidated Financial Statements and Supplementary Data
|
ASSETS
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
$
|
43,305
|
|
|
$
|
154,353
|
|
Investment securities available for sale at fair value (amortized cost 2018 $321,660; 2017 $286,296) (Notes 1, 2 and 12)
|
318,926
|
|
|
285,155
|
|
||
Stock of Federal Home Loan Bank
|
12,172
|
|
|
15,005
|
|
||
Loans held for sale
|
1,984
|
|
|
5,162
|
|
||
Loans, net of allowance for loan losses (2018 $37,810; 2017 $29,400) (Notes 1, 3, and 11)
|
2,591,085
|
|
|
2,431,165
|
|
||
Property and equipment, net (Note 4)
|
37,051
|
|
|
37,857
|
|
||
Tax credit real estate
|
9,193
|
|
|
10,076
|
|
||
Accrued interest receivable
|
11,784
|
|
|
10,772
|
|
||
Deferred income taxes, net (Note 9)
|
10,869
|
|
|
8,806
|
|
||
Goodwill
|
2,500
|
|
|
2,500
|
|
||
Other assets
|
3,595
|
|
|
2,509
|
|
||
Total Assets
|
$
|
3,042,464
|
|
|
$
|
2,963,360
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
|
||
Noninterest-bearing deposits
|
$
|
372,152
|
|
|
$
|
363,817
|
|
Interest-bearing deposits (Note 5)
|
2,048,972
|
|
|
1,924,748
|
|
||
Total deposits
|
2,421,124
|
|
|
2,288,565
|
|
||
Federal Home Loan Bank borrowings (Note 6)
|
215,000
|
|
|
295,000
|
|
||
Accrued interest payable
|
1,812
|
|
|
1,290
|
|
||
Other liabilities
|
20,776
|
|
|
23,481
|
|
||
Total Liabilities
|
2,658,712
|
|
|
2,608,336
|
|
||
Commitments and Contingencies (Notes 8 and 14)
|
|
|
|
|
|
||
Redeemable Common Stock Held By Employee Stock
|
|
|
|
|
|
||
Ownership Plan (ESOP) (Note 8)
|
48,870
|
|
|
43,308
|
|
||
Stockholders' Equity (Note 10)
|
|
|
|
|
|
||
Common stock, no par value; authorized 20,000,000 shares; issued 2018 10,325,191 shares; 2017 10,320,315 shares
|
—
|
|
|
—
|
|
||
Paid in capital
|
52,122
|
|
|
48,930
|
|
||
Retained earnings
|
371,848
|
|
|
341,558
|
|
||
Accumulated other comprehensive loss (Note 7)
|
(3,250
|
)
|
|
(2,446
|
)
|
||
Treasury stock at cost (2018 988,750 shares; 2017 985,161 shares)
|
(36,968
|
)
|
|
(33,018
|
)
|
||
Total Stockholders' Equity
|
383,752
|
|
|
355,024
|
|
||
Less maximum cash obligation related to ESOP shares (Note 8)
|
48,870
|
|
|
43,308
|
|
||
Total Stockholders' Equity Less Maximum Cash Obligations Related To ESOP Shares
|
334,882
|
|
|
311,716
|
|
||
Total Liabilities & Stockholders' Equity
|
$
|
3,042,464
|
|
|
$
|
2,963,360
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest income:
|
|
|
|
|
|
||||||
Loans, including fees
|
$
|
110,588
|
|
|
$
|
100,579
|
|
|
$
|
92,833
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|||
Taxable
|
2,759
|
|
|
1,709
|
|
|
1,471
|
|
|||
Nontaxable
|
3,511
|
|
|
3,231
|
|
|
3,210
|
|
|||
Federal funds sold
|
1,939
|
|
|
433
|
|
|
163
|
|
|||
Total interest income
|
118,797
|
|
|
105,952
|
|
|
97,677
|
|
|||
Interest expense:
|
|
|
|
|
|
|
|
|
|||
Deposits
|
19,531
|
|
|
9,742
|
|
|
7,757
|
|
|||
Other borrowings
|
—
|
|
|
184
|
|
|
158
|
|
|||
FHLB borrowings
|
6,792
|
|
|
8,046
|
|
|
8,172
|
|
|||
Total interest expense
|
26,323
|
|
|
17,972
|
|
|
16,087
|
|
|||
Net interest income
|
92,474
|
|
|
87,980
|
|
|
81,590
|
|
|||
Provision for loan losses (Note 3)
|
8,497
|
|
|
1,688
|
|
|
(1,163
|
)
|
|||
Net interest income after provision for loan losses
|
83,977
|
|
|
86,292
|
|
|
82,753
|
|
|||
Noninterest income:
|
|
|
|
|
|
|
|
|
|||
Net gain on sale of loans
|
1,517
|
|
|
1,547
|
|
|
2,043
|
|
|||
Trust fees
|
10,007
|
|
|
8,043
|
|
|
7,033
|
|
|||
Service charges and fees
|
9,614
|
|
|
8,850
|
|
|
8,750
|
|
|||
Other noninterest income
|
2,680
|
|
|
2,378
|
|
|
2,169
|
|
|||
|
23,818
|
|
|
20,818
|
|
|
19,995
|
|
|||
Noninterest expenses:
|
|
|
|
|
|
|
|
|
|||
Salaries and employee benefits
|
34,981
|
|
|
33,197
|
|
|
30,778
|
|
|||
Occupancy
|
4,374
|
|
|
4,189
|
|
|
3,962
|
|
|||
Furniture and equipment
|
5,741
|
|
|
5,580
|
|
|
5,368
|
|
|||
Office supplies and postage
|
1,778
|
|
|
1,961
|
|
|
1,797
|
|
|||
Advertising and business development
|
2,513
|
|
|
2,764
|
|
|
3,403
|
|
|||
Outside services
|
10,076
|
|
|
8,303
|
|
|
7,584
|
|
|||
FDIC insurance assessment
|
856
|
|
|
845
|
|
|
1,022
|
|
|||
Other noninterest expenses
|
1,804
|
|
|
2,673
|
|
|
2,885
|
|
|||
|
62,123
|
|
|
59,512
|
|
|
56,799
|
|
|||
Income before income taxes
|
45,672
|
|
|
47,598
|
|
|
45,949
|
|
|||
Income taxes (Note 9)
|
8,905
|
|
|
19,537
|
|
|
14,394
|
|
|||
Net income
|
$
|
36,767
|
|
|
$
|
28,061
|
|
|
$
|
31,555
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
3.93
|
|
|
$
|
3.01
|
|
|
$
|
3.40
|
|
Diluted
|
3.92
|
|
|
3.01
|
|
|
3.40
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
36,767
|
|
|
$
|
28,061
|
|
|
$
|
31,555
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|||
Securities:
|
|
|
|
|
|
|
|
|
|||
Net change in unrealized (loss) gain on securities available for sale
|
(1,593
|
)
|
|
361
|
|
|
(3,746
|
)
|
|||
Income taxes
|
397
|
|
|
(139
|
)
|
|
1,433
|
|
|||
Other comprehensive (loss) income on securities available for sale
|
(1,196
|
)
|
|
222
|
|
|
(2,313
|
)
|
|||
Derivatives used in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|||
Net change in unrealized gain on derivatives
|
1,223
|
|
|
1,119
|
|
|
242
|
|
|||
Income taxes
|
(305
|
)
|
|
(428
|
)
|
|
(93
|
)
|
|||
Other comprehensive income on cash flow hedges
|
918
|
|
|
691
|
|
|
149
|
|
|||
Other comprehensive (loss) income, net of tax
|
(278
|
)
|
|
913
|
|
|
(2,164
|
)
|
|||
Comprehensive income
|
$
|
36,489
|
|
|
$
|
28,974
|
|
|
$
|
29,391
|
|
|
Paid In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Maximum
Cash
Obligation
Related
To ESOP
Shares
|
|
Total
|
||||||||||||
Balance, December 31, 2015
|
$
|
43,697
|
|
|
$
|
294,487
|
|
|
$
|
(1,195
|
)
|
|
$
|
(27,252
|
)
|
|
$
|
(37,562
|
)
|
|
$
|
272,175
|
|
Issuance of 23,163 shares of common stock
|
1,078
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,078
|
|
||||||
Issuance of 5,636 shares of common stock under the employee stock purchase plan
|
254
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
254
|
|
||||||
Unearned restricted stock compensation
|
(470
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(470
|
)
|
||||||
Forfeiture of 1,264 shares of common stock
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
||||||
Share-based compensation
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
||||||
Income tax benefit related to share-based compensation
|
70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
||||||
Change related to ESOP shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,219
|
)
|
|
(3,219
|
)
|
||||||
Net income
|
—
|
|
|
31,555
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,555
|
|
||||||
Cash dividends ($0.65 per share)
|
—
|
|
|
(6,060
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,060
|
)
|
||||||
Purchase of 85,362 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,926
|
)
|
|
—
|
|
|
(3,926
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(2,164
|
)
|
|
—
|
|
|
—
|
|
|
(2,164
|
)
|
||||||
Balance, December 31, 2016
|
$
|
44,606
|
|
|
$
|
319,982
|
|
|
$
|
(3,359
|
)
|
|
$
|
(31,178
|
)
|
|
$
|
(40,781
|
)
|
|
$
|
289,270
|
|
Issuance of 114,935 shares of common stock
|
4,851
|
|
|
—
|
|
|
—
|
|
|
595
|
|
|
—
|
|
|
5,446
|
|
||||||
Issuance of 6,892 shares of common stock under the employee stock purchase plan
|
325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
325
|
|
||||||
Unearned restricted stock compensation
|
(707
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(707
|
)
|
||||||
Forfeiture of 3,934 shares of common stock
|
(156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
||||||
Share-based compensation
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||
Change related to ESOP shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,527
|
)
|
|
(2,527
|
)
|
||||||
Net income
|
—
|
|
|
28,061
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,061
|
|
||||||
Cash dividends ($0.70 per share)
|
—
|
|
|
(6,485
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,485
|
)
|
||||||
Purchase of 46,966 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,435
|
)
|
|
—
|
|
|
(2,435
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
913
|
|
|
—
|
|
|
—
|
|
|
913
|
|
||||||
Balance, December 31, 2017
|
$
|
48,930
|
|
|
$
|
341,558
|
|
|
$
|
(2,446
|
)
|
|
$
|
(33,018
|
)
|
|
$
|
(43,308
|
)
|
|
$
|
311,716
|
|
Issuance of 113,373 shares of common stock
|
3,386
|
|
|
—
|
|
|
—
|
|
|
2,834
|
|
|
—
|
|
|
6,220
|
|
||||||
Issuance of 8,172 shares of common stock under the employee stock purchase plan
|
421
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
421
|
|
||||||
Unearned restricted stock compensation
|
(463
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(463
|
)
|
||||||
Forfeiture of 3,296 shares of common stock
|
(152
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152
|
)
|
||||||
Change related to ESOP shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,562
|
)
|
|
(5,562
|
)
|
||||||
Net income
|
—
|
|
|
36,767
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,767
|
|
||||||
Cash dividends ($0.75 per share)
|
—
|
|
|
(7,003
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,003
|
)
|
||||||
Reclassification of stranded tax effects due to the Tax Cuts and Jobs Act
|
|
|
526
|
|
|
(526
|
)
|
|
|
|
|
|
—
|
|
|||||||||
Purchase of 116,962 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,784
|
)
|
|
—
|
|
|
(6,784
|
)
|
||||||
Other comprehensive (loss)
|
—
|
|
|
—
|
|
|
(278
|
)
|
|
—
|
|
|
—
|
|
|
(278
|
)
|
||||||
Balance, December 31, 2018
|
$
|
52,122
|
|
|
$
|
371,848
|
|
|
$
|
(3,250
|
)
|
|
$
|
(36,968
|
)
|
|
$
|
(48,870
|
)
|
|
$
|
334,882
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
36,767
|
|
|
$
|
28,061
|
|
|
$
|
31,555
|
|
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
3,012
|
|
|
2,856
|
|
|
2,745
|
|
|||
Provision for loan losses
|
8,497
|
|
|
1,688
|
|
|
(1,163
|
)
|
|||
Share-based compensation
|
—
|
|
|
11
|
|
|
29
|
|
|||
Compensation expensed through issuance of common stock
|
1,466
|
|
|
1,446
|
|
|
1,078
|
|
|||
Excess tax benefits related to share-based compensation
|
—
|
|
|
—
|
|
|
(70
|
)
|
|||
Forfeiture of common stock
|
(152
|
)
|
|
(156
|
)
|
|
(52
|
)
|
|||
Provision for deferred income taxes
|
(1,971
|
)
|
|
3,238
|
|
|
424
|
|
|||
Net gain on sale of other real estate owned and other repossessed assets
|
(18
|
)
|
|
(60
|
)
|
|
(385
|
)
|
|||
Increase in accrued interest receivable
|
(1,012
|
)
|
|
(1,651
|
)
|
|
(449
|
)
|
|||
Amortization of premium on investment securities, net
|
480
|
|
|
586
|
|
|
595
|
|
|||
(Increase) decrease in other assets
|
(1,086
|
)
|
|
972
|
|
|
104
|
|
|||
(Decrease) increase in accrued interest and other liabilities
|
(1,423
|
)
|
|
4,263
|
|
|
(1,279
|
)
|
|||
Loans originated for sale
|
(136,746
|
)
|
|
(150,264
|
)
|
|
(208,952
|
)
|
|||
Proceeds on sales of loans
|
141,441
|
|
|
156,455
|
|
|
206,743
|
|
|||
Net gain on sales of loans
|
(1,517
|
)
|
|
(1,547
|
)
|
|
(2,043
|
)
|
|||
Net cash and cash equivalents provided by operating activities
|
47,738
|
|
|
45,898
|
|
|
28,880
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|||
Proceeds from maturities of investment securities available for sale
|
57,284
|
|
|
65,339
|
|
|
54,323
|
|
|||
Purchases of investment securities available for sale
|
(90,295
|
)
|
|
(85,772
|
)
|
|
(62,546
|
)
|
|||
Loans made to customers, net of collections
|
(168,567
|
)
|
|
(181,631
|
)
|
|
(147,248
|
)
|
|||
Proceeds on sale of other real estate owned and other repossessed assets
|
168
|
|
|
520
|
|
|
182
|
|
|||
Purchases of property and equipment
|
(2,206
|
)
|
|
(2,854
|
)
|
|
(7,082
|
)
|
|||
Expense from tax credit real estate, net
|
883
|
|
|
487
|
|
|
875
|
|
|||
Net cash and cash equivalents used in investing activities
|
(202,733
|
)
|
|
(203,911
|
)
|
|
(161,496
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Net increase in deposits
|
132,559
|
|
|
252,253
|
|
|
145,610
|
|
|||
Net decrease in short-term borrowings
|
—
|
|
|
(33,489
|
)
|
|
(10,562
|
)
|
|||
Net (decrease) increase in FHLB borrowings
|
(80,000
|
)
|
|
60,000
|
|
|
10,000
|
|
|||
Borrowings from FRB
|
1
|
|
|
820
|
|
|
1
|
|
|||
Payments on FRB borrowings
|
(1
|
)
|
|
(820
|
)
|
|
(1
|
)
|
|||
Issuance of common stock, net of costs
|
4,713
|
|
|
3,762
|
|
|
—
|
|
|||
Stock options exercised
|
41
|
|
|
238
|
|
|
—
|
|
|||
Excess tax benefits related to share-based compensation
|
—
|
|
|
—
|
|
|
70
|
|
|||
Purchase of treasury stock
|
(6,784
|
)
|
|
(2,435
|
)
|
|
(3,926
|
)
|
|||
Proceeds from the issuance of common stock through the employee stock purchase plan
|
421
|
|
|
325
|
|
|
254
|
|
|||
Dividends paid
|
(7,003
|
)
|
|
(6,485
|
)
|
|
(6,060
|
)
|
|||
Net cash and cash equivalents provided by financing activities
|
43,947
|
|
|
274,169
|
|
|
135,386
|
|
|||
|
|
|
|
|
|
||||||
(Decrease) increase in cash and cash equivalents
|
(111,048
|
)
|
|
116,156
|
|
|
2,770
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|||
Beginning of year
|
154,353
|
|
|
38,197
|
|
|
35,427
|
|
|||
End of year
|
$
|
43,305
|
|
|
$
|
154,353
|
|
|
$
|
38,197
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures
|
|
|
|
|
|
|
|
|
|||
Cash payments for:
|
|
|
|
|
|
|
|
|
|||
Interest paid to depositors
|
$
|
19,009
|
|
|
$
|
9,436
|
|
|
$
|
7,619
|
|
Interest paid on other obligations
|
6,792
|
|
|
8,230
|
|
|
8,330
|
|
|||
Income taxes paid
|
9,924
|
|
|
14,488
|
|
|
14,113
|
|
|||
Noncash financing activities:
|
|
|
|
|
|
|
|
|
|||
Increase in maximum cash obligation related to ESOP shares
|
$
|
5,562
|
|
|
$
|
2,527
|
|
|
$
|
3,219
|
|
Transfers to other real estate owned
|
150
|
|
|
223
|
|
|
405
|
|
|||
Sale and financing of other real estate owned
|
96
|
|
|
433
|
|
|
720
|
|
Note 1.
|
Nature of Activities and Significant Accounting Policies
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts In Thousands, except share and per share data)
|
||||||||||
Computation of weighted average number of basic and diluted shares:
|
|
|
|
|
|
||||||
Common shares outstanding at the beginning of the year
|
9,335,154
|
|
|
9,264,227
|
|
|
9,322,054
|
|
|||
Weighted average number of net shares issued (redeemed)
|
31,160
|
|
|
65,776
|
|
|
(34,965
|
)
|
|||
Weighted average shares outstanding (basic)
|
9,366,314
|
|
|
9,330,003
|
|
|
9,287,089
|
|
|||
Weighted average of potential dilutive shares attributable to stock options granted, computed under the treasury stock method
|
4,027
|
|
|
4,632
|
|
|
6,445
|
|
|||
Weighted average number of shares (diluted)
|
9,370,341
|
|
|
9,334,635
|
|
|
9,293,534
|
|
|||
Net income
|
$
|
36,767
|
|
|
$
|
28,061
|
|
|
$
|
31,555
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
3.93
|
|
|
$
|
3.01
|
|
|
$
|
3.40
|
|
Diluted
|
$
|
3.92
|
|
|
$
|
3.01
|
|
|
$
|
3.40
|
|
Note 2.
|
Investment Securities
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Securities available for sale
|
|
|
|
|
|
|
|
||||||
U.S. Treasury
|
$
|
83,155
|
|
|
26.07
|
%
|
|
$
|
54,318
|
|
|
19.05
|
%
|
Other securities (FHLB, FHLMC and FNMA)
|
34,871
|
|
|
10.93
|
%
|
|
43,959
|
|
|
15.42
|
%
|
||
State and political subdivisions
|
200,900
|
|
|
63.00
|
%
|
|
186,878
|
|
|
65.53
|
%
|
||
Total securities available for sale
|
$
|
318,926
|
|
|
100.00
|
%
|
|
$
|
285,155
|
|
|
100.00
|
%
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
(Losses)
|
|
Estimated
Fair
Value
|
||||||||
December 31, 2018:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
83,839
|
|
|
$
|
124
|
|
|
$
|
(808
|
)
|
|
$
|
83,155
|
|
Other securities (FHLB, FHLMC and FNMA)
|
35,371
|
|
|
—
|
|
|
(500
|
)
|
|
34,871
|
|
||||
State and political subdivisions
|
202,450
|
|
|
278
|
|
|
(1,828
|
)
|
|
200,900
|
|
||||
Total
|
$
|
321,660
|
|
|
$
|
402
|
|
|
$
|
(3,136
|
)
|
|
$
|
318,926
|
|
December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury
|
$
|
54,696
|
|
|
$
|
—
|
|
|
$
|
(378
|
)
|
|
$
|
54,318
|
|
Other securities (FHLB, FHLMC and FNMA)
|
44,470
|
|
|
1
|
|
|
(512
|
)
|
|
43,959
|
|
||||
State and political subdivisions
|
187,130
|
|
|
722
|
|
|
(974
|
)
|
|
186,878
|
|
||||
Total
|
$
|
286,296
|
|
|
$
|
723
|
|
|
$
|
(1,864
|
)
|
|
$
|
285,155
|
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
Due in one year or less
|
$
|
59,118
|
|
|
$
|
58,971
|
|
Due after one year through five years
|
182,133
|
|
|
180,663
|
|
||
Due after five years through ten years
|
79,188
|
|
|
78,064
|
|
||
Due over ten years
|
1,221
|
|
|
1,228
|
|
||
Total
|
$
|
321,660
|
|
|
$
|
318,926
|
|
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Description
|
#
|
|
|
Fair Value
|
|
Unrealized Loss
|
|
%
|
|
#
|
|
|
Fair Value
|
|
Unrealized Loss
|
|
%
|
|
#
|
|
|
Fair Value
|
|
Unrealized Loss
|
|
%
|
|||||||||||||||
of Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. Treasury
|
6
|
|
|
$
|
14,644
|
|
|
$
|
(49
|
)
|
|
0.33
|
%
|
|
19
|
|
|
$
|
46,443
|
|
|
$
|
(759
|
)
|
|
1.63
|
%
|
|
25
|
|
|
$
|
61,087
|
|
|
$
|
(808
|
)
|
|
1.32
|
%
|
Other securities (FHLB, FHLMC and FNMA)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
14
|
|
|
34,871
|
|
|
(500
|
)
|
|
1.43
|
%
|
|
14
|
|
|
34,871
|
|
|
(500
|
)
|
|
1.43
|
%
|
||||||
State and political subdivisions
|
113
|
|
|
31,022
|
|
|
(162
|
)
|
|
0.52
|
%
|
|
325
|
|
|
77,921
|
|
|
(1,666
|
)
|
|
2.14
|
%
|
|
438
|
|
|
108,943
|
|
|
(1,828
|
)
|
|
1.68
|
%
|
||||||
Total temporarily impaired securities
|
119
|
|
|
$
|
45,666
|
|
|
$
|
(211
|
)
|
|
0.46
|
%
|
|
358
|
|
|
$
|
159,235
|
|
|
$
|
(2,925
|
)
|
|
1.84
|
%
|
|
477
|
|
|
$
|
204,901
|
|
|
$
|
(3,136
|
)
|
|
1.53
|
%
|
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Description
|
#
|
|
|
Fair Value
|
|
Unrealized Loss
|
|
%
|
|
#
|
|
|
Fair Value
|
|
Unrealized Loss
|
|
%
|
|
#
|
|
|
Fair Value
|
|
Unrealized Loss
|
|
%
|
|||||||||||||||
of Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. Treasury
|
22
|
|
|
$
|
54,318
|
|
|
$
|
(378
|
)
|
|
0.70
|
%
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
22
|
|
|
$
|
54,318
|
|
|
$
|
(378
|
)
|
|
0.70
|
%
|
Other securities (FHLB, FHLMC and FNMA)
|
9
|
|
|
21,411
|
|
|
(83
|
)
|
|
0.39
|
%
|
|
9
|
|
|
22,547
|
|
|
(429
|
)
|
|
1.90
|
%
|
|
18
|
|
|
43,958
|
|
|
(512
|
)
|
|
1.16
|
%
|
||||||
State and political subdivisions
|
241
|
|
|
58,803
|
|
|
(573
|
)
|
|
0.97
|
%
|
|
65
|
|
|
14,944
|
|
|
(401
|
)
|
|
2.68
|
%
|
|
306
|
|
|
73,747
|
|
|
(974
|
)
|
|
1.32
|
%
|
||||||
Total temporarily impaired securities
|
272
|
|
|
$
|
134,532
|
|
|
$
|
(1,034
|
)
|
|
0.77
|
%
|
|
74
|
|
|
$
|
37,491
|
|
|
$
|
(830
|
)
|
|
2.21
|
%
|
|
346
|
|
|
$
|
172,023
|
|
|
$
|
(1,864
|
)
|
|
1.08
|
%
|
Note 3.
|
Loans
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Amounts In Thousands)
|
||||||
Agricultural
|
$
|
92,673
|
|
|
$
|
88,580
|
|
Commercial and financial
|
229,501
|
|
|
218,632
|
|
||
Real estate:
|
|
|
|
|
|||
Construction, 1 to 4 family residential
|
72,279
|
|
|
69,738
|
|
||
Construction, land development and commercial
|
113,807
|
|
|
109,595
|
|
||
Mortgage, farmland
|
236,454
|
|
|
215,286
|
|
||
Mortgage, 1 to 4 family first liens
|
912,059
|
|
|
831,591
|
|
||
Mortgage, 1 to 4 family junior liens
|
152,625
|
|
|
144,200
|
|
||
Mortgage, multi-family
|
352,434
|
|
|
336,810
|
|
||
Mortgage, commercial
|
383,314
|
|
|
361,196
|
|
||
Loans to individuals
|
30,072
|
|
|
26,417
|
|
||
Obligations of state and political subdivisions
|
52,725
|
|
|
57,626
|
|
||
|
2,627,943
|
|
|
2,459,671
|
|
||
Net unamortized fees and costs
|
952
|
|
|
894
|
|
||
|
2,628,895
|
|
|
2,460,565
|
|
||
Less allowance for loan losses
|
37,810
|
|
|
29,400
|
|
||
|
$
|
2,591,085
|
|
|
$
|
2,431,165
|
|
|
Agricultural
|
|
Commercial and Financial
|
|
Real Estate: Construction
and land
development
|
|
Real Estate:
Mortgage,
farmland
|
|
Real Estate:
Mortgage, 1 to 4 family
|
|
Real Estate:
Mortgage, multi-family and
commercial
|
|
Other
|
|
Total
|
||||||||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
2,294
|
|
|
$
|
4,837
|
|
|
$
|
2,989
|
|
|
$
|
3,669
|
|
|
$
|
8,668
|
|
|
$
|
5,700
|
|
|
$
|
1,243
|
|
|
$
|
29,400
|
|
Charge-offs
|
(95
|
)
|
|
(585
|
)
|
|
—
|
|
|
—
|
|
|
(830
|
)
|
|
(251
|
)
|
|
(561
|
)
|
|
(2,322
|
)
|
||||||||
Recoveries
|
119
|
|
|
1,057
|
|
|
148
|
|
|
30
|
|
|
612
|
|
|
107
|
|
|
162
|
|
|
2,235
|
|
||||||||
Provision
|
471
|
|
|
517
|
|
|
155
|
|
|
273
|
|
|
4,066
|
|
|
2,609
|
|
|
406
|
|
|
8,497
|
|
||||||||
Ending balance
|
$
|
2,789
|
|
|
$
|
5,826
|
|
|
$
|
3,292
|
|
|
$
|
3,972
|
|
|
$
|
12,516
|
|
|
$
|
8,165
|
|
|
$
|
1,250
|
|
|
$
|
37,810
|
|
Ending balance, individually evaluated for impairment
|
$
|
479
|
|
|
$
|
1,189
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
72
|
|
|
$
|
306
|
|
|
$
|
64
|
|
|
$
|
2,114
|
|
Ending balance, collectively evaluated for impairment
|
$
|
2,310
|
|
|
$
|
4,637
|
|
|
$
|
3,288
|
|
|
$
|
3,972
|
|
|
$
|
12,444
|
|
|
$
|
7,859
|
|
|
$
|
1,186
|
|
|
$
|
35,696
|
|
Loan balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ending balance
|
$
|
92,673
|
|
|
$
|
229,501
|
|
|
$
|
186,086
|
|
|
$
|
236,454
|
|
|
$
|
1,064,684
|
|
|
$
|
735,748
|
|
|
$
|
82,797
|
|
|
$
|
2,627,943
|
|
Ending balance, individually evaluated for impairment
|
$
|
2,460
|
|
|
$
|
4,162
|
|
|
$
|
1,137
|
|
|
$
|
3,612
|
|
|
$
|
7,012
|
|
|
$
|
9,538
|
|
|
$
|
64
|
|
|
$
|
27,985
|
|
Ending balance, collectively evaluated for impairment
|
$
|
90,213
|
|
|
$
|
225,339
|
|
|
$
|
184,949
|
|
|
$
|
232,842
|
|
|
$
|
1,057,672
|
|
|
$
|
726,210
|
|
|
$
|
82,733
|
|
|
$
|
2,599,958
|
|
|
Agricultural
|
|
Commercial and Financial
|
|
Real Estate: Construction
and land
development
|
|
Real Estate:
Mortgage,
farmland
|
|
Real Estate:
Mortgage, 1 to 4 family
|
|
Real Estate:
Mortgage, multi-family and
commercial
|
|
Other
|
|
Total
|
||||||||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
2,947
|
|
|
$
|
4,531
|
|
|
$
|
2,890
|
|
|
$
|
3,417
|
|
|
$
|
7,677
|
|
|
$
|
4,045
|
|
|
$
|
1,023
|
|
|
$
|
26,530
|
|
Charge-offs
|
(167
|
)
|
|
(583
|
)
|
|
(114
|
)
|
|
(3
|
)
|
|
(553
|
)
|
|
(130
|
)
|
|
(554
|
)
|
|
(2,104
|
)
|
||||||||
Recoveries
|
146
|
|
|
1,183
|
|
|
662
|
|
|
—
|
|
|
661
|
|
|
376
|
|
|
258
|
|
|
3,286
|
|
||||||||
Provision
|
(632
|
)
|
|
(294
|
)
|
|
(449
|
)
|
|
255
|
|
|
883
|
|
|
1,409
|
|
|
516
|
|
|
1,688
|
|
||||||||
Ending balance
|
$
|
2,294
|
|
|
$
|
4,837
|
|
|
$
|
2,989
|
|
|
$
|
3,669
|
|
|
$
|
8,668
|
|
|
$
|
5,700
|
|
|
$
|
1,243
|
|
|
$
|
29,400
|
|
Ending balance, individually evaluated for impairment
|
$
|
133
|
|
|
$
|
1,018
|
|
|
$
|
39
|
|
|
$
|
238
|
|
|
$
|
66
|
|
|
$
|
482
|
|
|
$
|
190
|
|
|
$
|
2,166
|
|
Ending balance, collectively evaluated for impairment
|
$
|
2,161
|
|
|
$
|
3,819
|
|
|
$
|
2,950
|
|
|
$
|
3,431
|
|
|
$
|
8,602
|
|
|
$
|
5,218
|
|
|
$
|
1,053
|
|
|
$
|
27,234
|
|
Loan balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ending balance
|
$
|
88,580
|
|
|
$
|
218,632
|
|
|
$
|
179,333
|
|
|
$
|
215,286
|
|
|
$
|
975,791
|
|
|
$
|
698,006
|
|
|
$
|
84,043
|
|
|
$
|
2,459,671
|
|
Ending balance, individually evaluated for impairment
|
$
|
4,916
|
|
|
$
|
2,768
|
|
|
$
|
957
|
|
|
$
|
7,962
|
|
|
$
|
6,654
|
|
|
$
|
8,040
|
|
|
$
|
190
|
|
|
$
|
31,487
|
|
Ending balance, collectively evaluated for impairment
|
$
|
83,664
|
|
|
$
|
215,864
|
|
|
$
|
178,376
|
|
|
$
|
207,324
|
|
|
$
|
969,137
|
|
|
$
|
689,966
|
|
|
$
|
83,853
|
|
|
$
|
2,428,184
|
|
|
Agricultural
|
|
Commercial and Financial
|
|
Real Estate: Construction
and land
development
|
|
Real Estate:
Mortgage,
farmland
|
|
Real Estate:
Mortgage, 1 to
4 family
|
|
Real Estate:
Mortgage, multi-family and
commercial
|
|
Other
|
|
Total
|
||||||||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
3,082
|
|
|
$
|
4,517
|
|
|
$
|
2,280
|
|
|
$
|
3,342
|
|
|
$
|
8,172
|
|
|
$
|
4,223
|
|
|
$
|
894
|
|
|
$
|
26,510
|
|
Charge-offs
|
(226
|
)
|
|
(315
|
)
|
|
(34
|
)
|
|
(116
|
)
|
|
(1,181
|
)
|
|
(66
|
)
|
|
(693
|
)
|
|
(2,631
|
)
|
||||||||
Recoveries
|
181
|
|
|
1,169
|
|
|
849
|
|
|
—
|
|
|
1,043
|
|
|
385
|
|
|
187
|
|
|
3,814
|
|
||||||||
Provision
|
(90
|
)
|
|
(840
|
)
|
|
(205
|
)
|
|
191
|
|
|
(357
|
)
|
|
(497
|
)
|
|
635
|
|
|
(1,163
|
)
|
||||||||
Ending balance
|
$
|
2,947
|
|
|
$
|
4,531
|
|
|
$
|
2,890
|
|
|
$
|
3,417
|
|
|
$
|
7,677
|
|
|
$
|
4,045
|
|
|
$
|
1,023
|
|
|
$
|
26,530
|
|
Ending balance, individually evaluated for impairment
|
$
|
856
|
|
|
$
|
718
|
|
|
$
|
105
|
|
|
$
|
390
|
|
|
$
|
90
|
|
|
$
|
34
|
|
|
$
|
150
|
|
|
$
|
2,343
|
|
Ending balance, collectively evaluated for impairment
|
$
|
2,091
|
|
|
$
|
3,813
|
|
|
$
|
2,785
|
|
|
$
|
3,027
|
|
|
$
|
7,587
|
|
|
$
|
4,011
|
|
|
$
|
873
|
|
|
$
|
24,187
|
|
Loan balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ending balance
|
$
|
92,871
|
|
|
$
|
192,995
|
|
|
$
|
179,425
|
|
|
$
|
202,340
|
|
|
$
|
892,869
|
|
|
$
|
637,029
|
|
|
$
|
79,619
|
|
|
$
|
2,277,148
|
|
Ending balance, individually evaluated for impairment
|
$
|
11,720
|
|
|
$
|
2,477
|
|
|
$
|
1,136
|
|
|
$
|
8,028
|
|
|
$
|
7,042
|
|
|
$
|
3,111
|
|
|
$
|
150
|
|
|
$
|
33,664
|
|
Ending balance, collectively evaluated for impairment
|
$
|
81,151
|
|
|
$
|
190,518
|
|
|
$
|
178,289
|
|
|
$
|
194,312
|
|
|
$
|
885,827
|
|
|
$
|
633,918
|
|
|
$
|
79,469
|
|
|
$
|
2,243,484
|
|
|
Agricultural
|
|
Commercial
and Financial
|
|
Real Estate:
Construction, 1 to 4
family residential
|
|
Real Estate:
Construction, land
development and commercial
|
||||||||
|
(Amounts In Thousands)
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Grade:
|
|
|
|
|
|
|
|
||||||||
Excellent
|
$
|
3,667
|
|
|
$
|
3,322
|
|
|
$
|
—
|
|
|
$
|
209
|
|
Good
|
15,342
|
|
|
51,562
|
|
|
13,029
|
|
|
16,667
|
|
||||
Satisfactory
|
39,897
|
|
|
121,759
|
|
|
42,043
|
|
|
68,123
|
|
||||
Monitor
|
27,510
|
|
|
35,897
|
|
|
15,045
|
|
|
19,888
|
|
||||
Special Mention
|
647
|
|
|
11,418
|
|
|
1,767
|
|
|
7,635
|
|
||||
Substandard
|
5,610
|
|
|
5,543
|
|
|
395
|
|
|
1,285
|
|
||||
Total
|
$
|
92,673
|
|
|
$
|
229,501
|
|
|
$
|
72,279
|
|
|
$
|
113,807
|
|
|
Real Estate:
Mortgage,
farmland
|
|
Real Estate:
Mortgage, 1 to 4
family first liens
|
|
Real Estate:
Mortgage, 1 to 4
family junior liens
|
|
Real Estate:
Mortgage, multi-
family
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Grade:
|
|
|
|
|
|
|
|
||||||||
Excellent
|
$
|
5,619
|
|
|
$
|
2,715
|
|
|
$
|
520
|
|
|
$
|
22,058
|
|
Good
|
52,364
|
|
|
33,134
|
|
|
4,569
|
|
|
60,047
|
|
||||
Satisfactory
|
126,706
|
|
|
752,473
|
|
|
138,533
|
|
|
187,641
|
|
||||
Monitor
|
41,486
|
|
|
96,187
|
|
|
6,242
|
|
|
60,398
|
|
||||
Special Mention
|
1,055
|
|
|
10,439
|
|
|
1,130
|
|
|
16,065
|
|
||||
Substandard
|
9,224
|
|
|
17,111
|
|
|
1,631
|
|
|
6,225
|
|
||||
Total
|
$
|
236,454
|
|
|
$
|
912,059
|
|
|
$
|
152,625
|
|
|
$
|
352,434
|
|
|
Real Estate:
Mortgage,
commercial
|
|
Loans to
individuals
|
|
Obligations of state
and political
subdivisions
|
|
Total
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Grade:
|
|
|
|
|
|
|
|
||||||||
Excellent
|
$
|
34,096
|
|
|
$
|
—
|
|
|
$
|
8,117
|
|
|
$
|
80,323
|
|
Good
|
86,453
|
|
|
315
|
|
|
15,652
|
|
|
349,134
|
|
||||
Satisfactory
|
177,271
|
|
|
28,797
|
|
|
20,685
|
|
|
1,703,928
|
|
||||
Monitor
|
74,990
|
|
|
647
|
|
|
8,271
|
|
|
386,561
|
|
||||
Special Mention
|
3,228
|
|
|
217
|
|
|
—
|
|
|
53,601
|
|
||||
Substandard
|
7,276
|
|
|
96
|
|
|
—
|
|
|
54,396
|
|
||||
Total
|
$
|
383,314
|
|
|
$
|
30,072
|
|
|
$
|
52,725
|
|
|
$
|
2,627,943
|
|
|
Agricultural
|
|
Commercial
and Financial
|
|
Real Estate:
Construction, 1 to 4
family residential
|
|
Real Estate:
Construction, land
development and commercial
|
||||||||
|
(Amounts In Thousands)
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Grade:
|
|
|
|
|
|
|
|
||||||||
Excellent
|
$
|
2,585
|
|
|
$
|
10,264
|
|
|
$
|
—
|
|
|
$
|
2,548
|
|
Good
|
15,755
|
|
|
51,620
|
|
|
4,710
|
|
|
27,296
|
|
||||
Satisfactory
|
40,886
|
|
|
116,375
|
|
|
47,995
|
|
|
35,749
|
|
||||
Monitor
|
17,009
|
|
|
29,392
|
|
|
15,188
|
|
|
39,760
|
|
||||
Special Mention
|
6,898
|
|
|
5,576
|
|
|
1,845
|
|
|
3,358
|
|
||||
Substandard
|
5,447
|
|
|
5,405
|
|
|
—
|
|
|
884
|
|
||||
Total
|
$
|
88,580
|
|
|
$
|
218,632
|
|
|
$
|
69,738
|
|
|
$
|
109,595
|
|
|
Real Estate:
Mortgage,
farmland
|
|
Real Estate:
Mortgage, 1 to 4
family first liens
|
|
Real Estate:
Mortgage, 1 to 4
family junior liens
|
|
Real Estate:
Mortgage, multi-family
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Grade:
|
|
|
|
|
|
|
|
||||||||
Excellent
|
$
|
4,751
|
|
|
$
|
2,392
|
|
|
$
|
489
|
|
|
$
|
16,564
|
|
Good
|
54,409
|
|
|
30,094
|
|
|
4,527
|
|
|
75,768
|
|
||||
Satisfactory
|
109,724
|
|
|
689,645
|
|
|
130,451
|
|
|
195,652
|
|
||||
Monitor
|
32,655
|
|
|
76,766
|
|
|
4,881
|
|
|
42,373
|
|
||||
Special Mention
|
5,306
|
|
|
12,072
|
|
|
1,834
|
|
|
—
|
|
||||
Substandard
|
8,441
|
|
|
20,622
|
|
|
2,018
|
|
|
6,453
|
|
||||
Total
|
$
|
215,286
|
|
|
$
|
831,591
|
|
|
$
|
144,200
|
|
|
$
|
336,810
|
|
|
Real Estate:
Mortgage,
commercial
|
|
Loans to
individuals
|
|
Obligations of state
and political
subdivisions
|
|
Total
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Grade:
|
|
|
|
|
|
|
|
||||||||
Excellent
|
$
|
30,355
|
|
|
$
|
1
|
|
|
$
|
8,794
|
|
|
$
|
78,743
|
|
Good
|
98,434
|
|
|
118
|
|
|
30,607
|
|
|
393,338
|
|
||||
Satisfactory
|
179,417
|
|
|
25,445
|
|
|
14,693
|
|
|
1,586,032
|
|
||||
Monitor
|
43,786
|
|
|
500
|
|
|
3,532
|
|
|
305,842
|
|
||||
Special Mention
|
6,303
|
|
|
182
|
|
|
—
|
|
|
43,374
|
|
||||
Substandard
|
2,901
|
|
|
171
|
|
|
—
|
|
|
52,342
|
|
||||
Total
|
$
|
361,196
|
|
|
$
|
26,417
|
|
|
$
|
57,626
|
|
|
$
|
2,459,671
|
|
|
30 - 59 Days
Past Due
|
|
60 - 89 Days
Past Due
|
|
90 Days
or More
Past Due
|
|
Total Past
Due
|
|
Current
|
|
Total
Loans
Receivable
|
|
Accruing Loans
Past Due 90
Days or More
|
||||||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Agricultural
|
$
|
1,026
|
|
|
$
|
—
|
|
|
$
|
135
|
|
|
$
|
1,161
|
|
|
$
|
91,512
|
|
|
$
|
92,673
|
|
|
$
|
—
|
|
Commercial and financial
|
988
|
|
|
459
|
|
|
225
|
|
|
1,672
|
|
|
227,829
|
|
|
229,501
|
|
|
—
|
|
|||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Construction, 1 to 4 family residential
|
—
|
|
|
—
|
|
|
212
|
|
|
212
|
|
|
72,067
|
|
|
72,279
|
|
|
212
|
|
|||||||
Construction, land development and commercial
|
233
|
|
|
202
|
|
|
—
|
|
|
435
|
|
|
113,372
|
|
|
113,807
|
|
|
—
|
|
|||||||
Mortgage, farmland
|
193
|
|
|
388
|
|
|
—
|
|
|
581
|
|
|
235,873
|
|
|
236,454
|
|
|
—
|
|
|||||||
Mortgage, 1 to 4 family first liens
|
3,972
|
|
|
833
|
|
|
3,234
|
|
|
8,039
|
|
|
904,020
|
|
|
912,059
|
|
|
158
|
|
|||||||
Mortgage, 1 to 4 family junior liens
|
199
|
|
|
36
|
|
|
—
|
|
|
235
|
|
|
152,390
|
|
|
152,625
|
|
|
—
|
|
|||||||
Mortgage, multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
352,434
|
|
|
352,434
|
|
|
—
|
|
|||||||
Mortgage, commercial
|
733
|
|
|
344
|
|
|
—
|
|
|
1,077
|
|
|
382,237
|
|
|
383,314
|
|
|
—
|
|
|||||||
Loans to individuals
|
195
|
|
|
—
|
|
|
22
|
|
|
217
|
|
|
29,855
|
|
|
30,072
|
|
|
—
|
|
|||||||
Obligations of state and political subdivisions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,725
|
|
|
52,725
|
|
|
—
|
|
|||||||
|
$
|
7,539
|
|
|
$
|
2,262
|
|
|
$
|
3,828
|
|
|
$
|
13,629
|
|
|
$
|
2,614,314
|
|
|
$
|
2,627,943
|
|
|
$
|
370
|
|
|
30 - 59 Days
Past Due
|
|
60 - 89 Days
Past Due
|
|
90 Days
or More
Past Due
|
|
Total Past
Due
|
|
Current
|
|
Total
Loans
Receivable
|
|
Accruing Loans
Past Due 90
Days or More
|
||||||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Agricultural
|
$
|
324
|
|
|
$
|
—
|
|
|
$
|
269
|
|
|
$
|
593
|
|
|
$
|
87,987
|
|
|
$
|
88,580
|
|
|
$
|
—
|
|
Commercial and financial
|
447
|
|
|
20
|
|
|
93
|
|
|
560
|
|
|
218,072
|
|
|
218,632
|
|
|
—
|
|
|||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction, 1 to 4 family residential
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,738
|
|
|
69,738
|
|
|
—
|
|
|||||||
Construction, land development and commercial
|
246
|
|
|
—
|
|
|
—
|
|
|
246
|
|
|
109,349
|
|
|
109,595
|
|
|
—
|
|
|||||||
Mortgage, farmland
|
269
|
|
|
—
|
|
|
—
|
|
|
269
|
|
|
215,017
|
|
|
215,286
|
|
|
—
|
|
|||||||
Mortgage, 1 to 4 family first liens
|
5,143
|
|
|
1,750
|
|
|
2,939
|
|
|
9,832
|
|
|
821,759
|
|
|
831,591
|
|
|
971
|
|
|||||||
Mortgage, 1 to 4 family junior liens
|
579
|
|
|
116
|
|
|
—
|
|
|
695
|
|
|
143,505
|
|
|
144,200
|
|
|
—
|
|
|||||||
Mortgage, multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
336,810
|
|
|
336,810
|
|
|
—
|
|
|||||||
Mortgage, commercial
|
307
|
|
|
178
|
|
|
16
|
|
|
501
|
|
|
360,695
|
|
|
361,196
|
|
|
—
|
|
|||||||
Loans to individuals
|
206
|
|
|
55
|
|
|
6
|
|
|
267
|
|
|
26,150
|
|
|
26,417
|
|
|
—
|
|
|||||||
Obligations of state and political subdivisions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,626
|
|
|
57,626
|
|
|
—
|
|
|||||||
|
$
|
7,521
|
|
|
$
|
2,119
|
|
|
$
|
3,323
|
|
|
$
|
12,963
|
|
|
$
|
2,446,708
|
|
|
$
|
2,459,671
|
|
|
$
|
971
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Nonaccrual
loans (1)
|
|
Accruing loans
past due 90
days or more
|
|
TDR
loans
|
|
Nonaccrual
loans (1)
|
|
Accruing loans
past due 90
days or more
|
|
TDR
loans
|
||||||||||||
|
(Amounts In Thousands)
|
|
(Amounts In Thousands)
|
||||||||||||||||||||
Agricultural
|
$
|
1,338
|
|
|
$
|
—
|
|
|
$
|
120
|
|
|
$
|
1,651
|
|
|
$
|
—
|
|
|
$
|
2,309
|
|
Commercial and financial
|
1,476
|
|
|
—
|
|
|
2,686
|
|
|
825
|
|
|
—
|
|
|
1,943
|
|
||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Construction, 1 to 4 family residential
|
—
|
|
|
212
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Construction, land development and commercial
|
—
|
|
|
—
|
|
|
328
|
|
|
—
|
|
|
—
|
|
|
339
|
|
||||||
Mortgage, farmland
|
1,062
|
|
|
—
|
|
|
3,301
|
|
|
1,391
|
|
|
—
|
|
|
1,451
|
|
||||||
Mortgage, 1 to 4 family first liens
|
5,799
|
|
|
158
|
|
|
1,143
|
|
|
4,407
|
|
|
971
|
|
|
1,357
|
|
||||||
Mortgage, 1 to 4 family junior liens
|
—
|
|
|
—
|
|
|
24
|
|
|
7
|
|
|
—
|
|
|
25
|
|
||||||
Mortgage, multi-family
|
145
|
|
|
—
|
|
|
—
|
|
|
218
|
|
|
—
|
|
|
—
|
|
||||||
Mortgage, commercial
|
1,009
|
|
|
—
|
|
|
937
|
|
|
597
|
|
|
—
|
|
|
1,046
|
|
||||||
Loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
10,829
|
|
|
$
|
370
|
|
|
$
|
8,539
|
|
|
$
|
9,096
|
|
|
$
|
971
|
|
|
$
|
8,470
|
|
(1)
|
There were
$4.84 million
and
$3.62 million
of TDR loans included within nonaccrual loans as of
December 31, 2018
and
2017
, respectively.
|
|
December 31, 2018
|
|||||||||
|
Number of
contracts
|
|
Recorded
investment
|
|
Commitments
outstanding
|
|||||
|
|
|
(Dollar Amounts In Thousands)
|
|||||||
Agricultural
|
5
|
|
|
$
|
1,316
|
|
|
$
|
91
|
|
Commercial and financial
|
13
|
|
|
3,867
|
|
|
75
|
|
||
Real estate:
|
|
|
|
|
|
|
|
|
||
Construction, 1 to 4 family residential
|
—
|
|
|
—
|
|
|
—
|
|
||
Construction, land development and commercial
|
2
|
|
|
328
|
|
|
—
|
|
||
Mortgage, farmland
|
8
|
|
|
4,291
|
|
|
—
|
|
||
Mortgage, 1 to 4 family first liens
|
16
|
|
|
1,710
|
|
|
—
|
|
||
Mortgage, 1 to 4 family junior liens
|
1
|
|
|
24
|
|
|
—
|
|
||
Mortgage, multi-family
|
—
|
|
|
—
|
|
|
—
|
|
||
Mortgage, commercial
|
9
|
|
|
1,839
|
|
|
—
|
|
||
Loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
||
|
54
|
|
|
$
|
13,375
|
|
|
$
|
166
|
|
|
December 31, 2017
|
|||||||||
|
Number of
contracts
|
|
Recorded
investment
|
|
Commitments
outstanding
|
|||||
|
|
|
(Dollar Amounts In Thousands)
|
|||||||
Agricultural
|
9
|
|
|
$
|
3,628
|
|
|
$
|
321
|
|
Commercial and financial
|
14
|
|
|
2,575
|
|
|
169
|
|
||
Real estate:
|
|
|
|
|
|
|
|
|
||
Construction, 1 to 4 family residential
|
—
|
|
|
—
|
|
|
16
|
|
||
Construction, land development and commercial
|
2
|
|
|
339
|
|
|
—
|
|
||
Mortgage, farmland
|
7
|
|
|
2,761
|
|
|
—
|
|
||
Mortgage, 1 to 4 family first liens
|
13
|
|
|
1,442
|
|
|
—
|
|
||
Mortgage, 1 to 4 family junior liens
|
1
|
|
|
25
|
|
|
24
|
|
||
Mortgage, multi-family
|
—
|
|
|
—
|
|
|
—
|
|
||
Mortgage, commercial
|
8
|
|
|
1,324
|
|
|
—
|
|
||
Loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
||
|
54
|
|
|
$
|
12,094
|
|
|
$
|
530
|
|
|
December 31, 2018
|
|||||||||
|
Number of
Contracts
|
|
Pre-modification
recorded
investment
|
|
Post-modification
recorded
investment
|
|||||
|
|
|
( Dollar Amounts In Thousands)
|
|||||||
Agricultural
|
1
|
|
|
$
|
163
|
|
|
$
|
163
|
|
Commercial and financial
|
6
|
|
|
2,294
|
|
|
2,294
|
|
||
Real estate:
|
|
|
|
|
|
|
|
|
||
Construction, 1 to 4 family residential
|
—
|
|
|
—
|
|
|
—
|
|
||
Construction, land development and commercial
|
1
|
|
|
218
|
|
|
218
|
|
||
Mortgage, farmland
|
2
|
|
|
4,944
|
|
|
4,944
|
|
||
Mortgage, 1 to 4 family first liens
|
6
|
|
|
627
|
|
|
627
|
|
||
Mortgage, 1 to 4 family junior liens
|
—
|
|
|
—
|
|
|
—
|
|
||
Mortgage, multi-family
|
—
|
|
|
—
|
|
|
—
|
|
||
Mortgage, commercial
|
2
|
|
|
852
|
|
|
852
|
|
||
Loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
||
|
18
|
|
|
$
|
9,098
|
|
|
$
|
9,098
|
|
|
December 31, 2017
|
|||||||||
|
Number of
Contracts
|
|
Pre-modification
recorded
investment
|
|
Post-modification
recorded
investment
|
|||||
|
|
|
( Dollar Amounts In Thousands)
|
|||||||
Agricultural
|
6
|
|
|
$
|
10,890
|
|
|
$
|
10,890
|
|
Commercial and financial
|
5
|
|
|
2,051
|
|
|
2,051
|
|
||
Real estate:
|
|
|
|
|
|
|
|
|
||
Construction, 1 to 4 family residential
|
—
|
|
|
—
|
|
|
—
|
|
||
Construction, land development and commercial
|
1
|
|
|
231
|
|
|
231
|
|
||
Mortgage, farmland
|
2
|
|
|
598
|
|
|
598
|
|
||
Mortgage, 1 to 4 family first liens
|
2
|
|
|
311
|
|
|
311
|
|
||
Mortgage, 1 to 4 family junior liens
|
—
|
|
|
—
|
|
|
—
|
|
||
Mortgage, multi-family
|
1
|
|
|
249
|
|
|
249
|
|
||
Mortgage, commercial
|
—
|
|
|
—
|
|
|
—
|
|
||
Loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
||
|
17
|
|
|
$
|
14,330
|
|
|
$
|
14,330
|
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
|
(Amounts in Thousands)
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Agricultural
|
$
|
1,395
|
|
|
$
|
1,663
|
|
|
$
|
—
|
|
|
$
|
1,071
|
|
|
$
|
23
|
|
Commercial and financial
|
1,650
|
|
|
2,503
|
|
|
—
|
|
|
1,977
|
|
|
58
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction, 1 to 4 family residential
|
111
|
|
|
148
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|||||
Construction, land development and commercial
|
328
|
|
|
344
|
|
|
—
|
|
|
333
|
|
|
18
|
|
|||||
Mortgage, farmland
|
3,612
|
|
|
4,071
|
|
|
—
|
|
|
3,068
|
|
|
89
|
|
|||||
Mortgage, 1 to 4 family first liens
|
6,089
|
|
|
7,819
|
|
|
—
|
|
|
6,435
|
|
|
36
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
—
|
|
|
254
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage, multi-family
|
145
|
|
|
213
|
|
|
—
|
|
|
153
|
|
|
—
|
|
|||||
Mortgage, commercial
|
1,871
|
|
|
2,486
|
|
|
—
|
|
|
1,940
|
|
|
42
|
|
|||||
Loans to individuals
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
15,201
|
|
|
$
|
19,515
|
|
|
$
|
—
|
|
|
$
|
15,090
|
|
|
$
|
266
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Agricultural
|
$
|
1,065
|
|
|
$
|
1,229
|
|
|
$
|
479
|
|
|
$
|
980
|
|
|
$
|
7
|
|
Commercial and financial
|
2,512
|
|
|
2,512
|
|
|
1,189
|
|
|
2,793
|
|
|
107
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Construction, 1 to 4 family residential
|
698
|
|
|
698
|
|
|
4
|
|
|
622
|
|
|
28
|
|
|||||
Construction, land development and commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage, farmland
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage, 1 to 4 family first liens
|
899
|
|
|
974
|
|
|
70
|
|
|
888
|
|
|
25
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
24
|
|
|
24
|
|
|
2
|
|
|
25
|
|
|
1
|
|
|||||
Mortgage, multi-family
|
7,447
|
|
|
7,447
|
|
|
305
|
|
|
7,543
|
|
|
346
|
|
|||||
Mortgage, commercial
|
75
|
|
|
75
|
|
|
1
|
|
|
77
|
|
|
4
|
|
|||||
Loans to individuals
|
64
|
|
|
64
|
|
|
64
|
|
|
77
|
|
|
9
|
|
|||||
|
$
|
12,784
|
|
|
$
|
13,023
|
|
|
$
|
2,114
|
|
|
$
|
13,005
|
|
|
$
|
527
|
|
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Agricultural
|
$
|
2,460
|
|
|
$
|
2,892
|
|
|
$
|
479
|
|
|
$
|
2,051
|
|
|
$
|
30
|
|
Commercial and financial
|
4,162
|
|
|
5,015
|
|
|
1,189
|
|
|
4,770
|
|
|
165
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction, 1 to 4 family residential
|
809
|
|
|
846
|
|
|
4
|
|
|
735
|
|
|
28
|
|
|||||
Construction, land development and commercial
|
328
|
|
|
344
|
|
|
—
|
|
|
333
|
|
|
18
|
|
|||||
Mortgage, farmland
|
3,612
|
|
|
4,071
|
|
|
—
|
|
|
3,068
|
|
|
89
|
|
|||||
Mortgage, 1 to 4 family first liens
|
6,988
|
|
|
8,793
|
|
|
70
|
|
|
7,323
|
|
|
61
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
24
|
|
|
278
|
|
|
2
|
|
|
25
|
|
|
1
|
|
|||||
Mortgage, multi-family
|
7,592
|
|
|
7,660
|
|
|
305
|
|
|
7,696
|
|
|
346
|
|
|||||
Mortgage, commercial
|
1,946
|
|
|
2,561
|
|
|
1
|
|
|
2,017
|
|
|
46
|
|
|||||
Loans to individuals
|
64
|
|
|
78
|
|
|
64
|
|
|
77
|
|
|
9
|
|
|||||
|
$
|
27,985
|
|
|
$
|
32,538
|
|
|
$
|
2,114
|
|
|
$
|
28,095
|
|
|
$
|
793
|
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
|
(Amounts in Thousands)
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Agricultural
|
$
|
1,822
|
|
|
$
|
2,193
|
|
|
$
|
—
|
|
|
$
|
2,044
|
|
|
$
|
19
|
|
Commercial and financial
|
1,725
|
|
|
2,487
|
|
|
—
|
|
|
2,080
|
|
|
51
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction, 1 to 4 family residential
|
114
|
|
|
150
|
|
|
—
|
|
|
116
|
|
|
5
|
|
|||||
Construction, land development and commercial
|
338
|
|
|
371
|
|
|
—
|
|
|
344
|
|
|
14
|
|
|||||
Mortgage, farmland
|
2,523
|
|
|
2,902
|
|
|
—
|
|
|
2,476
|
|
|
56
|
|
|||||
Mortgage, 1 to 4 family first liens
|
6,045
|
|
|
7,507
|
|
|
—
|
|
|
6,286
|
|
|
80
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
7
|
|
|
482
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|||||
Mortgage, multi-family
|
218
|
|
|
355
|
|
|
—
|
|
|
231
|
|
|
—
|
|
|||||
Mortgage, commercial
|
1,564
|
|
|
2,274
|
|
|
—
|
|
|
1,706
|
|
|
45
|
|
|||||
Loans to individuals
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
14,356
|
|
|
$
|
18,735
|
|
|
$
|
—
|
|
|
$
|
15,306
|
|
|
$
|
270
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Agricultural
|
$
|
3,094
|
|
|
$
|
3,149
|
|
|
$
|
133
|
|
|
$
|
3,526
|
|
|
$
|
160
|
|
Commercial and financial
|
1,043
|
|
|
1,043
|
|
|
1,018
|
|
|
1,249
|
|
|
60
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction, 1 to 4 family residential
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Construction, land development and commercial
|
505
|
|
|
505
|
|
|
39
|
|
|
321
|
|
|
14
|
|
|||||
Mortgage, farmland
|
5,439
|
|
|
5,439
|
|
|
238
|
|
|
5,596
|
|
|
242
|
|
|||||
Mortgage, 1 to 4 family first liens
|
577
|
|
|
593
|
|
|
63
|
|
|
585
|
|
|
20
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
25
|
|
|
25
|
|
|
3
|
|
|
26
|
|
|
1
|
|
|||||
Mortgage, multi-family
|
6,179
|
|
|
6,179
|
|
|
480
|
|
|
6,247
|
|
|
281
|
|
|||||
Mortgage, commercial
|
79
|
|
|
79
|
|
|
2
|
|
|
81
|
|
|
4
|
|
|||||
Loans to individuals
|
190
|
|
|
190
|
|
|
190
|
|
|
179
|
|
|
20
|
|
|||||
|
$
|
17,131
|
|
|
$
|
17,202
|
|
|
$
|
2,166
|
|
|
$
|
17,810
|
|
|
$
|
802
|
|
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Agricultural
|
$
|
4,916
|
|
|
$
|
5,342
|
|
|
$
|
133
|
|
|
$
|
5,570
|
|
|
$
|
179
|
|
Commercial and financial
|
2,768
|
|
|
3,530
|
|
|
1,018
|
|
|
3,329
|
|
|
111
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction, 1 to 4 family residential
|
114
|
|
|
150
|
|
|
—
|
|
|
116
|
|
|
5
|
|
|||||
Construction, land development and commercial
|
843
|
|
|
876
|
|
|
39
|
|
|
665
|
|
|
28
|
|
|||||
Mortgage, farmland
|
7,962
|
|
|
8,341
|
|
|
238
|
|
|
8,072
|
|
|
298
|
|
|||||
Mortgage, 1 to 4 family first liens
|
6,622
|
|
|
8,100
|
|
|
63
|
|
|
6,871
|
|
|
100
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
32
|
|
|
507
|
|
|
3
|
|
|
49
|
|
|
1
|
|
|||||
Mortgage, multi-family
|
6,397
|
|
|
6,534
|
|
|
480
|
|
|
6,478
|
|
|
281
|
|
|||||
Mortgage, commercial
|
1,643
|
|
|
2,353
|
|
|
2
|
|
|
1,787
|
|
|
49
|
|
|||||
Loans to individuals
|
190
|
|
|
204
|
|
|
190
|
|
|
179
|
|
|
20
|
|
|||||
|
$
|
31,487
|
|
|
$
|
35,937
|
|
|
$
|
2,166
|
|
|
$
|
33,116
|
|
|
$
|
1,072
|
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
|
(Amounts in Thousands)
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Agricultural
|
$
|
800
|
|
|
$
|
971
|
|
|
$
|
—
|
|
|
$
|
923
|
|
|
$
|
—
|
|
Commercial and financial
|
1,540
|
|
|
2,175
|
|
|
—
|
|
|
1,662
|
|
|
18
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction, 1 to 4 family residential
|
117
|
|
|
151
|
|
|
—
|
|
|
131
|
|
|
6
|
|
|||||
Construction, land development and commercial
|
204
|
|
|
290
|
|
|
—
|
|
|
207
|
|
|
5
|
|
|||||
Mortgage, farmland
|
2,594
|
|
|
2,887
|
|
|
—
|
|
|
2,767
|
|
|
67
|
|
|||||
Mortgage, 1 to 4 family first liens
|
5,011
|
|
|
6,137
|
|
|
—
|
|
|
5,265
|
|
|
53
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
153
|
|
|
646
|
|
|
—
|
|
|
186
|
|
|
—
|
|
|||||
Mortgage, multi-family
|
243
|
|
|
362
|
|
|
—
|
|
|
288
|
|
|
—
|
|
|||||
Mortgage, commercial
|
1,901
|
|
|
2,727
|
|
|
—
|
|
|
1,996
|
|
|
46
|
|
|||||
Loans to individuals
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
12,563
|
|
|
$
|
16,365
|
|
|
$
|
—
|
|
|
$
|
13,425
|
|
|
$
|
195
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Agricultural
|
$
|
10,920
|
|
|
$
|
10,978
|
|
|
$
|
856
|
|
|
$
|
11,258
|
|
|
$
|
464
|
|
Commercial and financial
|
937
|
|
|
955
|
|
|
718
|
|
|
777
|
|
|
27
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction, 1 to 4 family residential
|
815
|
|
|
815
|
|
|
105
|
|
|
537
|
|
|
27
|
|
|||||
Construction, land development and commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage, farmland
|
5,434
|
|
|
5,434
|
|
|
390
|
|
|
5,591
|
|
|
240
|
|
|||||
Mortgage, 1 to 4 family first liens
|
1,266
|
|
|
1,374
|
|
|
79
|
|
|
1,226
|
|
|
43
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
612
|
|
|
667
|
|
|
11
|
|
|
637
|
|
|
27
|
|
|||||
Mortgage, multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage, commercial
|
967
|
|
|
1,004
|
|
|
34
|
|
|
986
|
|
|
36
|
|
|||||
Loans to individuals
|
150
|
|
|
150
|
|
|
150
|
|
|
151
|
|
|
16
|
|
|||||
|
$
|
21,101
|
|
|
$
|
21,377
|
|
|
$
|
2,343
|
|
|
$
|
21,163
|
|
|
$
|
880
|
|
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Agricultural
|
$
|
11,720
|
|
|
$
|
11,949
|
|
|
$
|
856
|
|
|
$
|
12,181
|
|
|
$
|
464
|
|
Commercial and financial
|
2,477
|
|
|
3,130
|
|
|
718
|
|
|
2,439
|
|
|
45
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction, 1 to 4 family residential
|
932
|
|
|
966
|
|
|
105
|
|
|
668
|
|
|
33
|
|
|||||
Construction, land development and commercial
|
204
|
|
|
290
|
|
|
—
|
|
|
207
|
|
|
5
|
|
|||||
Mortgage, farmland
|
8,028
|
|
|
8,321
|
|
|
390
|
|
|
8,358
|
|
|
307
|
|
|||||
Mortgage, 1 to 4 family first liens
|
6,277
|
|
|
7,511
|
|
|
79
|
|
|
6,491
|
|
|
96
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
765
|
|
|
1,313
|
|
|
11
|
|
|
823
|
|
|
27
|
|
|||||
Mortgage, multi-family
|
243
|
|
|
362
|
|
|
—
|
|
|
288
|
|
|
—
|
|
|||||
Mortgage, commercial
|
2,868
|
|
|
3,731
|
|
|
34
|
|
|
2,982
|
|
|
82
|
|
|||||
Loans to individuals
|
150
|
|
|
169
|
|
|
150
|
|
|
151
|
|
|
16
|
|
|||||
|
$
|
33,664
|
|
|
$
|
37,742
|
|
|
$
|
2,343
|
|
|
$
|
34,588
|
|
|
$
|
1,075
|
|
Note 4.
|
Property and Equipment
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Amounts In Thousands)
|
||||||
Land
|
$
|
10,899
|
|
|
$
|
10,880
|
|
Buildings and improvements
|
36,815
|
|
|
36,686
|
|
||
Furniture and equipment
|
36,090
|
|
|
34,067
|
|
||
|
83,804
|
|
|
81,633
|
|
||
Less accumulated depreciation
|
46,753
|
|
|
43,776
|
|
||
Net
|
$
|
37,051
|
|
|
$
|
37,857
|
|
Note 5.
|
Interest - Bearing Deposits
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Amounts In Thousands)
|
||||||
NOW and other demand
|
$
|
542,388
|
|
|
$
|
520,647
|
|
Savings
|
925,214
|
|
|
907,121
|
|
||
Time, $100,000 and over
|
350,725
|
|
|
315,558
|
|
||
Other time
|
230,645
|
|
|
181,422
|
|
||
|
$
|
2,048,972
|
|
|
$
|
1,924,748
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Amounts In Thousands)
|
||||||
Due in one year or less
|
$
|
229,091
|
|
|
$
|
167,471
|
|
Due after one year through two years
|
223,254
|
|
|
90,741
|
|
||
Due after two years through three years
|
44,610
|
|
|
194,530
|
|
||
Due after three years through four years
|
35,002
|
|
|
40,140
|
|
||
Due over four years
|
49,413
|
|
|
4,098
|
|
||
|
$
|
581,370
|
|
|
$
|
496,980
|
|
Note 6.
|
Federal Home Loan Bank Borrowings
|
|
2018
|
|
2017
|
||||
(Effective interest rates as of December 31, 2018)
|
(Amounts In Thousands)
|
||||||
Due 2018, 3.65%
|
—
|
|
|
20,000
|
|
||
Due 2019, 1.67%
|
—
|
|
|
15,000
|
|
||
Due 2020, 3.05%
|
25,000
|
|
|
25,000
|
|
||
Due 2021, 2.06% to 2.27%
|
—
|
|
|
30,000
|
|
||
Due 2022, 2.44%
|
—
|
|
|
15,000
|
|
||
Due 2023, 3.77%
|
25,000
|
|
|
25,000
|
|
||
Due 2024, 2.38%
|
15,000
|
|
|
15,000
|
|
||
Due 2025, 2.54% to 3.07%
|
90,000
|
|
|
90,000
|
|
||
Due 2026, 2.52% to 2.86%
|
30,000
|
|
|
30,000
|
|
||
Due 2027, 2.76% to 2.95%
|
30,000
|
|
|
30,000
|
|
||
|
$
|
215,000
|
|
|
$
|
295,000
|
|
Note 7.
|
Accumulated Other Comprehensive Income
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(amounts in thousands)
|
||||||
Net unrealized loss on available-for-sale securities
|
$
|
(2,734
|
)
|
|
$
|
(1,141
|
)
|
Net unrealized loss on derivatives used for cash flow hedges
|
(1,596
|
)
|
|
(2,819
|
)
|
||
Tax effect
|
1,080
|
|
|
1,514
|
|
||
Net-of-tax amount
|
$
|
(3,250
|
)
|
|
$
|
(2,446
|
)
|
Note 8.
|
Employee Benefit Plans
|
|
2018
|
|
2017
|
||||
Shares held by the ESOP
|
801,147
|
|
|
802,003
|
|
||
Fair value per share
|
$
|
61.00
|
|
|
$
|
54.00
|
|
Maximum cash obligation
|
$
|
48,870,000
|
|
|
$
|
43,308,000
|
|
|
Number of Shares
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-Average
Remaining
Contractual Term
(Years)
|
|
Aggregate
Intrinsic Value
(In Thousands)
|
|||||
Balance, December 31, 2015
|
19,380
|
|
|
$
|
29.92
|
|
|
4.03
|
|
$
|
580
|
|
Granted
|
—
|
|
|
|
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
|
|
|
|
|
|
|
||
Balance, December 31, 2016
|
19,380
|
|
|
$
|
29.92
|
|
|
3.03
|
|
580
|
|
|
Granted
|
—
|
|
|
|
|
|
|
|
|
|
||
Exercised
|
(9,160
|
)
|
|
|
|
|
|
|
|
|
||
Balance, December 31, 2017
|
10,220
|
|
|
$
|
33.44
|
|
|
4.45
|
|
342
|
|
|
Granted
|
—
|
|
|
|
|
|
|
|
|
|
||
Exercised
|
(1,200
|
)
|
|
|
|
|
|
|
|
|
||
Balance, December 31, 2018
|
9,020
|
|
|
$
|
33.30
|
|
|
3.41
|
|
$
|
250
|
|
Exercise Price
|
|
Number Outstanding
|
|
Remaining Contractual Life
|
|
Number Exercisable
|
|||
33.00
|
|
|
7,220
|
|
|
40 months
|
|
7,220
|
|
34.50
|
|
|
1,800
|
|
|
46 months
|
|
1,800
|
|
|
|
|
9,020
|
|
|
|
|
9,020
|
|
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Balance, December 31, 2017
|
|
59,728
|
|
|
|
Granted
|
|
24,899
|
|
|
$58.90
|
Forfeited
|
|
3,296
|
|
|
$46.19
|
Balance, December 31, 2018
|
|
38,125
|
|
|
|
Note 9.
|
Income Taxes
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts In Thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
7,783
|
|
|
$
|
13,770
|
|
|
$
|
11,650
|
|
State
|
3,093
|
|
|
2,529
|
|
|
2,320
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(1,560
|
)
|
|
3,426
|
|
|
435
|
|
|||
State
|
(411
|
)
|
|
(188
|
)
|
|
(11
|
)
|
|||
|
$
|
8,905
|
|
|
$
|
19,537
|
|
|
$
|
14,394
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Amounts In Thousands)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Allowance for loan losses
|
$
|
9,434
|
|
|
$
|
7,335
|
|
Deferred compensation
|
2,211
|
|
|
2,202
|
|
||
Unrealized losses on interest rate swaps
|
398
|
|
|
703
|
|
||
Accrued expenses
|
668
|
|
|
688
|
|
||
State net operating loss
|
795
|
|
|
836
|
|
||
Unrealized losses on investment securities
|
682
|
|
|
285
|
|
||
Gross deferred tax assets
|
$
|
14,188
|
|
|
$
|
12,049
|
|
Valuation allowance
|
(795
|
)
|
|
(836
|
)
|
||
Deferred tax asset, net of valuation allowance
|
$
|
13,393
|
|
|
$
|
11,213
|
|
Deferred income tax liabilities:
|
|
|
|
|
|
||
Property and equipment
|
1,728
|
|
|
1,652
|
|
||
Goodwill
|
407
|
|
|
407
|
|
||
Other
|
389
|
|
|
348
|
|
||
Gross deferred tax liabilities
|
$
|
2,524
|
|
|
$
|
2,407
|
|
Net deferred tax assets
|
$
|
10,869
|
|
|
$
|
8,806
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Amounts In Thousands)
|
||||||||||
Consolidated statements of income
|
$
|
1,971
|
|
|
$
|
(3,238
|
)
|
|
$
|
(424
|
)
|
Consolidated statements of stockholders' equity
|
92
|
|
|
(567
|
)
|
|
1,340
|
|
|||
|
$
|
2,063
|
|
|
$
|
(3,805
|
)
|
|
$
|
916
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Amount
|
|
% Of
Pretax
Income
|
|
Amount
|
|
% Of
Pretax
Income
|
|
Amount
|
|
% Of
Pretax
Income
|
|||||||||
|
(Amounts In Thousands)
|
|||||||||||||||||||
Expected tax expense
|
$
|
9,591
|
|
|
21.0
|
%
|
|
$
|
16,659
|
|
|
35.0
|
%
|
|
$
|
16,082
|
|
|
35.0
|
%
|
Tax-exempt interest
|
(1,122
|
)
|
|
(2.5
|
)
|
|
(1,771
|
)
|
|
(3.7
|
)
|
|
(1,715
|
)
|
|
(3.7
|
)
|
|||
Interest expense limitation
|
87
|
|
|
0.2
|
|
|
103
|
|
|
0.2
|
|
|
96
|
|
|
0.2
|
|
|||
State income taxes, net of federal income tax benefit
|
2,119
|
|
|
4.6
|
|
|
1,522
|
|
|
3.2
|
|
|
1,501
|
|
|
3.2
|
|
|||
Income tax credits
|
(1,292
|
)
|
|
(2.8
|
)
|
|
(1,426
|
)
|
|
(3.0
|
)
|
|
(1,426
|
)
|
|
(3.1
|
)
|
|||
Deferred tax asset revaluation
|
—
|
|
|
—
|
|
|
4,710
|
|
|
9.9
|
|
|
—
|
|
|
—
|
|
|||
Other
|
(478
|
)
|
|
(1.0
|
)
|
|
(260
|
)
|
|
(0.6
|
)
|
|
(144
|
)
|
|
(0.3
|
)
|
|||
|
$
|
8,905
|
|
|
19.5
|
%
|
|
$
|
19,537
|
|
|
41.0
|
%
|
|
$
|
14,394
|
|
|
31.3
|
%
|
Note 10.
|
Regulatory Capital Requirements, Restrictions on Subsidiary Dividends and Cash Restrictions
|
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To Be Well-Capitalized Under Prompt Corrective Action Provisions
|
|||||||
|
Amount
|
|
Ratio
|
|
Ratio
|
|
Ratio
|
|||||
As of December 31, 2018:
|
|
|
|
|
|
|
|
|||||
Company:
|
|
|
|
|
|
|
|
|||||
Total risk-based capital
|
$
|
414,772
|
|
|
17.18
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Tier 1 risk-based capital
|
384,502
|
|
|
15.93
|
|
|
6.00
|
|
|
8.00
|
|
|
Tier 1 common equity
|
384,502
|
|
|
15.93
|
|
|
4.50
|
|
|
6.50
|
|
|
Leverage ratio
|
384,502
|
|
|
12.68
|
|
|
4.00
|
|
|
5.00
|
|
|
Bank:
|
|
|
|
|
|
|
|
|
|
|
|
|
Total risk-based capital
|
416,198
|
|
|
17.25
|
|
|
8.00
|
|
|
10.00
|
|
|
Tier 1 risk-based capital
|
385,943
|
|
|
16.00
|
|
|
6.00
|
|
|
8.00
|
|
|
Tier 1 common equity
|
385,943
|
|
|
16.00
|
|
|
4.50
|
|
|
6.50
|
|
|
Leverage ratio
|
385,943
|
|
|
12.73
|
|
|
4.00
|
|
|
5.00
|
|
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To Be Well-Capitalized Under Prompt Corrective Action Provisions
|
|||||||
|
Amount
|
|
Ratio
|
|
Ratio
|
|
Ratio
|
|||||
As of December 31, 2017:
|
|
|
|
|
|
|
|
|||||
Company:
|
|
|
|
|
|
|
|
|||||
Total risk-based capital
|
$
|
383,766
|
|
|
16.66
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Tier 1 risk-based capital
|
354,970
|
|
|
15.41
|
|
|
6.00
|
|
|
8.00
|
|
|
Tier 1 common equity
|
354,970
|
|
|
15.41
|
|
|
4.50
|
|
|
6.50
|
|
|
Leverage ratio
|
354,970
|
|
|
12.34
|
|
|
4.00
|
|
|
5.00
|
|
|
Bank:
|
|
|
|
|
|
|
|
|
|
|
|
|
Total risk-based capital
|
384,181
|
|
|
16.69
|
|
|
8.00
|
|
|
10.00
|
|
|
Tier 1 risk-based capital
|
355,402
|
|
|
15.44
|
|
|
6.00
|
|
|
8.00
|
|
|
Tier 1 common equity
|
355,402
|
|
|
15.44
|
|
|
4.50
|
|
|
6.50
|
|
|
Leverage ratio
|
355,402
|
|
|
12.36
|
|
|
4.00
|
|
|
5.00
|
|
Note 11.
|
Related Party Transactions
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Amounts In Thousands)
|
||||||
Balance, beginning
|
$
|
42,496
|
|
|
$
|
30,532
|
|
Net increase (decrease) due to change in related parties
|
188
|
|
|
(59
|
)
|
||
Advances
|
28,194
|
|
|
28,305
|
|
||
Collections
|
(19,662
|
)
|
|
(16,282
|
)
|
||
Balance, ending
|
$
|
51,216
|
|
|
$
|
42,496
|
|
Note 12.
|
Fair Value Measurements
|
|
December 31, 2018
|
||||||||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Readily
Available
Market
Prices(1)
|
|
Observable
Market
Prices(2)
|
|
Company
Determined
Market
Prices(3)
|
||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||
Financial instrument assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
43,305
|
|
|
$
|
43,305
|
|
|
$
|
43,305
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities
|
331,098
|
|
|
331,098
|
|
|
83,155
|
|
|
247,943
|
|
|
—
|
|
|||||
Loans held for sale
|
1,984
|
|
|
1,984
|
|
|
—
|
|
|
1,984
|
|
|
—
|
|
|||||
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Agricultural
|
89,884
|
|
|
93,736
|
|
|
—
|
|
|
—
|
|
|
93,736
|
|
|||||
Commercial and financial
|
223,675
|
|
|
227,774
|
|
|
—
|
|
|
—
|
|
|
227,774
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Construction, 1 to 4 family residential
|
70,982
|
|
|
72,419
|
|
|
—
|
|
|
—
|
|
|
72,419
|
|
|||||
Construction, land development and commercial
|
111,812
|
|
|
112,960
|
|
|
—
|
|
|
—
|
|
|
112,960
|
|
|||||
Mortgage, farmland
|
232,482
|
|
|
235,771
|
|
|
—
|
|
|
—
|
|
|
235,771
|
|
|||||
Mortgage, 1 to 4 family first liens
|
902,261
|
|
|
882,908
|
|
|
—
|
|
|
—
|
|
|
882,908
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
150,859
|
|
|
148,128
|
|
|
—
|
|
|
—
|
|
|
148,128
|
|
|||||
Mortgage, multi-family
|
348,351
|
|
|
342,099
|
|
|
—
|
|
|
—
|
|
|
342,099
|
|
|||||
Mortgage, commercial
|
379,232
|
|
|
376,257
|
|
|
—
|
|
|
—
|
|
|
376,257
|
|
|||||
Loans to individuals
|
29,349
|
|
|
29,962
|
|
|
—
|
|
|
—
|
|
|
29,962
|
|
|||||
Obligations of state and political subdivisions
|
52,198
|
|
|
51,945
|
|
|
—
|
|
|
—
|
|
|
51,945
|
|
|||||
Accrued interest receivable
|
11,784
|
|
|
11,784
|
|
|
—
|
|
|
11,784
|
|
|
—
|
|
|||||
Total financial instrument assets
|
$
|
2,979,256
|
|
|
$
|
2,962,130
|
|
|
$
|
126,460
|
|
|
$
|
261,711
|
|
|
$
|
2,573,959
|
|
Financial instrument liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Noninterest-bearing deposits
|
$
|
372,152
|
|
|
$
|
372,152
|
|
|
$
|
—
|
|
|
$
|
372,152
|
|
|
$
|
—
|
|
Interest-bearing deposits
|
2,048,972
|
|
|
2,059,336
|
|
|
—
|
|
|
2,059,336
|
|
|
—
|
|
|||||
Federal Home Loan Bank borrowings
|
215,000
|
|
|
207,948
|
|
|
—
|
|
|
207,948
|
|
|
—
|
|
|||||
Interest rate swaps
|
1,596
|
|
|
1,596
|
|
|
—
|
|
|
1,596
|
|
|
—
|
|
|||||
Accrued interest payable
|
1,812
|
|
|
1,812
|
|
|
—
|
|
|
1,812
|
|
|
—
|
|
|||||
Total financial instrument liabilities
|
$
|
2,639,532
|
|
|
$
|
2,642,844
|
|
|
$
|
—
|
|
|
$
|
2,642,844
|
|
|
$
|
—
|
|
|
Face Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Financial instrument with off-balance sheet risk:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loan commitments
|
$
|
375,940
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Letters of credit
|
9,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total financial instrument liabilities with off-balance-sheet risk
|
$
|
384,973
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Considered Level 1 under 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, 2017
|
||||||||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Readily
Available
Market
Prices(1)
|
|
Observable
Market
Prices(2)
|
|
Company
Determined
Market
Prices(3)
|
||||||||||
|
(Amounts In Thousands)
|
||||||||||||||||||
Financial instrument assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
154,353
|
|
|
$
|
154,353
|
|
|
$
|
154,353
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities
|
300,160
|
|
|
300,160
|
|
|
54,318
|
|
|
245,842
|
|
|
—
|
|
|||||
Loans held for sale
|
5,162
|
|
|
5,162
|
|
|
—
|
|
|
5,162
|
|
|
—
|
|
|||||
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Agricultural
|
86,286
|
|
|
86,229
|
|
|
—
|
|
|
—
|
|
|
86,229
|
|
|||||
Commercial and financial
|
213,795
|
|
|
212,244
|
|
|
—
|
|
|
—
|
|
|
212,244
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Construction, 1 to 4 family residential
|
68,545
|
|
|
69,036
|
|
|
—
|
|
|
—
|
|
|
69,036
|
|
|||||
Construction, land development and commercial
|
107,799
|
|
|
108,651
|
|
|
—
|
|
|
—
|
|
|
108,651
|
|
|||||
Mortgage, farmland
|
211,617
|
|
|
211,947
|
|
|
—
|
|
|
—
|
|
|
211,947
|
|
|||||
Mortgage, 1 to 4 family first liens
|
824,222
|
|
|
818,083
|
|
|
—
|
|
|
—
|
|
|
818,083
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
142,901
|
|
|
142,180
|
|
|
—
|
|
|
—
|
|
|
142,180
|
|
|||||
Mortgage, multi-family
|
334,019
|
|
|
329,344
|
|
|
—
|
|
|
—
|
|
|
329,344
|
|
|||||
Mortgage, commercial
|
358,287
|
|
|
353,796
|
|
|
—
|
|
|
—
|
|
|
353,796
|
|
|||||
Loans to individuals
|
25,635
|
|
|
25,610
|
|
|
—
|
|
|
—
|
|
|
25,610
|
|
|||||
Obligations of state and political subdivisions
|
57,165
|
|
|
55,066
|
|
|
—
|
|
|
—
|
|
|
55,066
|
|
|||||
Accrued interest receivable
|
10,772
|
|
|
10,772
|
|
|
—
|
|
|
10,772
|
|
|
—
|
|
|||||
Total financial instrument assets
|
$
|
2,900,718
|
|
|
$
|
2,882,633
|
|
|
$
|
208,671
|
|
|
$
|
261,776
|
|
|
$
|
2,412,186
|
|
Financial instrument liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Noninterest-bearing deposits
|
$
|
363,817
|
|
|
$
|
363,817
|
|
|
$
|
—
|
|
|
$
|
363,817
|
|
|
$
|
—
|
|
Interest-bearing deposits
|
1,924,748
|
|
|
1,934,442
|
|
|
—
|
|
|
1,934,442
|
|
|
—
|
|
|||||
Federal Home Loan Bank Borrowings
|
295,000
|
|
|
284,442
|
|
|
—
|
|
|
284,442
|
|
|
—
|
|
|||||
Interest rate swaps
|
2,819
|
|
|
2,819
|
|
|
—
|
|
|
2,819
|
|
|
—
|
|
|||||
Accrued interest payable
|
1,290
|
|
|
1,290
|
|
|
—
|
|
|
1,290
|
|
|
—
|
|
|||||
Total financial instrument liabilities
|
$
|
2,587,674
|
|
|
$
|
2,586,810
|
|
|
$
|
—
|
|
|
$
|
2,586,810
|
|
|
$
|
—
|
|
|
Face Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Financial instrument with off-balance sheet risk:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loan commitments
|
$
|
380,877
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Letters of credit
|
9,113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total financial instrument liabilities with off-balance-sheet risk
|
$
|
389,990
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Considered Level 1 under 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
|
|
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.
|
|
December 31, 2018
|
||||||||||||||
|
Readily Available
Market Prices(1)
|
|
Observable
Market Prices(2)
|
|
Company
Determined
Market
Prices(3)
|
|
Total at
Fair Value
|
||||||||
Securities available for sale
|
(Amounts in Thousands)
|
||||||||||||||
U.S. Treasury
|
$
|
83,155
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83,155
|
|
State and political subdivisions
|
—
|
|
|
200,900
|
|
|
—
|
|
|
200,900
|
|
||||
Other securities (FHLB, FHLMC and FNMA)
|
—
|
|
|
34,871
|
|
|
—
|
|
|
34,871
|
|
||||
Derivative Financial Instruments
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
(1,596
|
)
|
|
—
|
|
|
(1,596
|
)
|
||||
Total
|
$
|
83,155
|
|
|
$
|
234,175
|
|
|
$
|
—
|
|
|
$
|
317,330
|
|
|
December 31, 2017
|
||||||||||||||
|
Readily Available
Market Prices(1)
|
|
Observable
Market Prices(2)
|
|
Company
Determined
Market
Prices(3)
|
|
Total at
Fair Value
|
||||||||
Securities available for sale
|
(Amounts in Thousands)
|
||||||||||||||
U.S. Treasury
|
$
|
54,318
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54,318
|
|
State and political subdivisions
|
—
|
|
|
186,878
|
|
|
—
|
|
|
186,878
|
|
||||
Other securities (FHLB, FHLMC and FNMA)
|
—
|
|
|
43,959
|
|
|
—
|
|
|
43,959
|
|
||||
Derivative Financial Instruments
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
(2,819
|
)
|
|
—
|
|
|
(2,819
|
)
|
||||
Total
|
$
|
54,318
|
|
|
$
|
228,018
|
|
|
$
|
—
|
|
|
$
|
282,336
|
|
(1)
|
Considered Level 1 under ASC 820.
|
(2)
|
Considered Level 2 under ASC 820.
|
(3)
|
Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.
|
|
December 31, 2018
|
|
Year Ended December 31, 2018
|
||||||||||||||||
|
Readily
Available
Market
Prices(1)
|
|
Observable
Market
Prices(2)
|
|
Company
Determined
Market
Prices(3)
|
|
Total at
Fair Value
|
|
Total
Losses
|
||||||||||
|
(Amounts in Thousands)
|
|
|
||||||||||||||||
Loans (4)
|
|
|
|
|
|
|
|
|
|
||||||||||
Agricultural
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,160
|
|
|
$
|
1,160
|
|
|
$
|
63
|
|
Commercial and financial
|
—
|
|
|
—
|
|
|
2,882
|
|
|
2,882
|
|
|
122
|
|
|||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction, 1 to 4 family residential
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Construction, land development and commercial
|
—
|
|
|
—
|
|
|
703
|
|
|
703
|
|
|
—
|
|
|||||
Mortgage, farmland
|
—
|
|
|
—
|
|
|
3,848
|
|
|
3,848
|
|
|
—
|
|
|||||
Mortgage, 1 to 4 family first liens
|
—
|
|
|
—
|
|
|
6,729
|
|
|
6,729
|
|
|
520
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
—
|
|
|
—
|
|
|
22
|
|
|
22
|
|
|
60
|
|
|||||
Mortgage, multi-family
|
—
|
|
|
—
|
|
|
7,286
|
|
|
7,286
|
|
|
—
|
|
|||||
Mortgage, commercial
|
—
|
|
|
—
|
|
|
1,458
|
|
|
1,458
|
|
|
349
|
|
|||||
Loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Foreclosed assets (5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,088
|
|
|
$
|
24,088
|
|
|
$
|
1,114
|
|
(1)
|
Considered Level 1 under ASC 820.
|
(2)
|
Considered Level 2 under ASC 820.
|
(3)
|
Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.
|
(4)
|
Represents carrying value and related write-downs of loans for which adjustments are based on the value of the collateral. The carrying value of loans fully charged off is zero.
|
(5)
|
Represents the fair value and related losses of foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets.
|
|
December 31, 2017
|
|
Year Ended December 31, 2017
|
||||||||||||||||
|
Readily
Available
Market
Prices(1)
|
|
Observable
Market
Prices(2)
|
|
Company
Determined
Market
Prices(3)
|
|
Total at
Fair Value
|
|
Total
Losses
|
||||||||||
|
(Amounts in Thousands)
|
|
|
||||||||||||||||
Loans (4)
|
|
|
|
|
|
|
|
|
|
||||||||||
Agricultural
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,704
|
|
|
$
|
4,704
|
|
|
$
|
127
|
|
Commercial and financial
|
—
|
|
|
—
|
|
|
1,555
|
|
|
1,555
|
|
|
159
|
|
|||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction, 1 to 4 family residential
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Construction, land development and commercial
|
—
|
|
|
—
|
|
|
729
|
|
|
729
|
|
|
—
|
|
|||||
Mortgage, farmland
|
—
|
|
|
—
|
|
|
7,190
|
|
|
7,190
|
|
|
—
|
|
|||||
Mortgage, 1 to 4 family first liens
|
—
|
|
|
—
|
|
|
5,548
|
|
|
5,548
|
|
|
404
|
|
|||||
Mortgage, 1 to 4 family junior liens
|
—
|
|
|
—
|
|
|
25
|
|
|
25
|
|
|
88
|
|
|||||
Mortgage, multi-family
|
—
|
|
|
—
|
|
|
6,397
|
|
|
6,397
|
|
|
—
|
|
|||||
Mortgage, commercial
|
—
|
|
|
—
|
|
|
1,063
|
|
|
1,063
|
|
|
111
|
|
|||||
Loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||
Foreclosed assets (5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,211
|
|
|
$
|
27,211
|
|
|
$
|
909
|
|
(1)
|
Considered Level 1 under ASC 820.
|
(2)
|
Considered Level 2 under ASC 820.
|
(3)
|
Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.
|
(4)
|
Represents carrying value and related write-downs of loans for which adjustments are based on the value of the collateral. The carrying value of loans fully charged off is zero.
|
(5)
|
Represents the fair value and related losses of foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets.
|
Note 13.
|
Parent Company Only Financial Information
|
ASSETS
|
2018
|
|
2017
|
||||
Cash and cash equivalents at subsidiary bank
|
$
|
3,742
|
|
|
$
|
4,015
|
|
Investment in subsidiary bank
|
385,193
|
|
|
355,456
|
|
||
Other assets
|
1,231
|
|
|
1,393
|
|
||
Total assets
|
$
|
390,166
|
|
|
$
|
360,864
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||
Liabilities
|
$
|
6,414
|
|
|
$
|
5,840
|
|
Redeemable common stock held by ESOP
|
48,870
|
|
|
43,308
|
|
||
Stockholders' equity:
|
|
|
|
|
|
||
Capital stock
|
52,122
|
|
|
48,930
|
|
||
Retained earnings
|
371,848
|
|
|
341,558
|
|
||
Accumulated other comprehensive loss
|
(3,250
|
)
|
|
(2,446
|
)
|
||
Treasury stock at cost
|
(36,968
|
)
|
|
(33,018
|
)
|
||
|
383,752
|
|
|
355,024
|
|
||
Less maximum cash obligation related to ESOP shares
|
48,870
|
|
|
43,308
|
|
||
Total stockholders' equity
|
334,882
|
|
|
311,716
|
|
||
Total liabilities and stockholders' equity
|
$
|
390,166
|
|
|
$
|
360,864
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Dividends received from subsidiary
|
$
|
11,502
|
|
|
$
|
7,485
|
|
|
$
|
8,560
|
|
Other expenses
|
(786
|
)
|
|
(741
|
)
|
|
(570
|
)
|
|||
Income before income tax benefit and equity in undistributed income of subsidiary
|
10,716
|
|
|
6,744
|
|
|
7,990
|
|
|||
Income tax benefit
|
273
|
|
|
73
|
|
|
292
|
|
|||
|
10,989
|
|
|
6,817
|
|
|
8,282
|
|
|||
Equity in undistributed income of subsidiary
|
25,778
|
|
|
21,244
|
|
|
23,273
|
|
|||
Net income
|
$
|
36,767
|
|
|
$
|
28,061
|
|
|
$
|
31,555
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
36,767
|
|
|
$
|
28,061
|
|
|
$
|
31,555
|
|
Adjustments to reconcile net income to cash and cash equivalents provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Equity in undistributed income of subsidiary
|
(25,778
|
)
|
|
(21,244
|
)
|
|
(23,273
|
)
|
|||
Share-based compensation
|
—
|
|
|
11
|
|
|
29
|
|
|||
Compensation expensed through issuance of common stock
|
1,466
|
|
|
1,446
|
|
|
1,078
|
|
|||
Excess tax benefits related to share-based compensation
|
—
|
|
|
—
|
|
|
(70
|
)
|
|||
Forfeiture of common stock
|
(152
|
)
|
|
(156
|
)
|
|
(52
|
)
|
|||
Decrease (increase) in other assets
|
162
|
|
|
237
|
|
|
(8
|
)
|
|||
Increase in other liabilities
|
574
|
|
|
3,212
|
|
|
103
|
|
|||
Net cash and cash equivalents provided by operating activities
|
13,039
|
|
|
11,567
|
|
|
9,362
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Issuance of common stock, net of costs
|
4,713
|
|
|
3,762
|
|
|
—
|
|
|||
Stock options exercised
|
41
|
|
|
238
|
|
|
—
|
|
|||
Excess tax benefits related to share-based compensation
|
—
|
|
|
—
|
|
|
70
|
|
|||
Purchase of treasury stock
|
(6,784
|
)
|
|
(2,435
|
)
|
|
(3,926
|
)
|
|||
Proceeds from the issuance of common stock through the employee stock purchase plan
|
421
|
|
|
325
|
|
|
254
|
|
|||
Capital contribution to subsidiary
|
(4,700
|
)
|
|
(3,500
|
)
|
|
—
|
|
|||
Dividends paid
|
(7,003
|
)
|
|
(6,485
|
)
|
|
(6,060
|
)
|
|||
Net cash and cash equivalents used by financing activities
|
(13,312
|
)
|
|
(8,095
|
)
|
|
(9,662
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(273
|
)
|
|
3,472
|
|
|
(300
|
)
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|||
Beginning of year
|
4,015
|
|
|
543
|
|
|
843
|
|
|||
Ending of year
|
$
|
3,742
|
|
|
$
|
4,015
|
|
|
$
|
543
|
|
Note 14.
|
Commitments and Contingencies
|
|
2018
|
|
2017
|
||||
|
(Amounts In Thousands)
|
||||||
Firm loan commitments and unused portion of lines of credit:
|
|
|
|
||||
Home equity loans
|
$
|
59,330
|
|
|
$
|
55,171
|
|
Credit cards
|
52,802
|
|
|
49,235
|
|
||
Commercial, real estate and home construction
|
89,171
|
|
|
117,021
|
|
||
Commercial lines and real estate purchase loans
|
174,637
|
|
|
159,450
|
|
||
Outstanding letters of credit
|
9,033
|
|
|
9,113
|
|
Note 15.
|
Quarterly Results of Operations (unaudited, amounts in thousands, except per share amounts)
|
|
Quarter Ended
|
||||||||||||||||||
|
March
|
|
June
|
|
September
|
|
December
|
|
Year
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
28,031
|
|
|
$
|
29,064
|
|
|
$
|
30,411
|
|
|
$
|
31,291
|
|
|
$
|
118,797
|
|
Interest expense
|
5,738
|
|
|
6,241
|
|
|
6,891
|
|
|
7,453
|
|
|
26,323
|
|
|||||
Net interest income
|
$
|
22,293
|
|
|
$
|
22,823
|
|
|
$
|
23,520
|
|
|
$
|
23,838
|
|
|
$
|
92,474
|
|
Provision for loan losses
|
(765
|
)
|
|
711
|
|
|
1,593
|
|
|
6,958
|
|
|
8,497
|
|
|||||
Other income
|
5,628
|
|
|
6,234
|
|
|
6,668
|
|
|
5,288
|
|
|
23,818
|
|
|||||
Other expense
|
15,256
|
|
|
15,680
|
|
|
15,955
|
|
|
15,232
|
|
|
62,123
|
|
|||||
Income before income taxes
|
$
|
13,430
|
|
|
$
|
12,666
|
|
|
$
|
12,640
|
|
|
$
|
6,936
|
|
|
$
|
45,672
|
|
Income taxes
|
2,572
|
|
|
2,603
|
|
|
2,590
|
|
|
1,140
|
|
|
8,905
|
|
|||||
Net income
|
$
|
10,858
|
|
|
$
|
10,063
|
|
|
$
|
10,050
|
|
|
$
|
5,796
|
|
|
$
|
36,767
|
|
Basic earnings per share
|
$
|
1.16
|
|
|
$
|
1.07
|
|
|
$
|
1.07
|
|
|
$
|
0.63
|
|
|
$
|
3.93
|
|
Diluted earnings per share
|
1.16
|
|
|
1.07
|
|
|
1.07
|
|
|
0.62
|
|
|
3.92
|
|
|||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
25,180
|
|
|
$
|
26,133
|
|
|
$
|
26,872
|
|
|
$
|
27,767
|
|
|
$
|
105,952
|
|
Interest expense
|
3,983
|
|
|
4,182
|
|
|
4,652
|
|
|
5,155
|
|
|
17,972
|
|
|||||
Net interest income
|
$
|
21,197
|
|
|
$
|
21,951
|
|
|
$
|
22,220
|
|
|
$
|
22,612
|
|
|
$
|
87,980
|
|
Provision for loan losses
|
(814
|
)
|
|
2,511
|
|
|
130
|
|
|
(139
|
)
|
|
1,688
|
|
|||||
Other income
|
5,241
|
|
|
5,001
|
|
|
5,005
|
|
|
5,571
|
|
|
20,818
|
|
|||||
Other expense
|
14,411
|
|
|
15,201
|
|
|
14,821
|
|
|
15,079
|
|
|
59,512
|
|
|||||
Income before income taxes
|
$
|
12,841
|
|
|
$
|
9,240
|
|
|
$
|
12,274
|
|
|
$
|
13,243
|
|
|
47,598
|
|
|
Income taxes
|
3,967
|
|
|
2,783
|
|
|
3,722
|
|
|
9,065
|
|
|
19,537
|
|
|||||
Net income
|
$
|
8,874
|
|
|
$
|
6,457
|
|
|
$
|
8,552
|
|
|
$
|
4,178
|
|
|
$
|
28,061
|
|
Basic earnings per share
|
$
|
0.95
|
|
|
$
|
0.69
|
|
|
$
|
0.92
|
|
|
$
|
0.45
|
|
|
$
|
3.01
|
|
Diluted earnings per share
|
0.95
|
|
|
0.69
|
|
|
0.92
|
|
|
0.45
|
|
|
3.01
|
|
Note 16.
|
Derivative Financial Instruments
|
|
Notional
Amount
|
|
Fair Value
|
|
Balance
Sheet
Category
|
|
Maturity
|
||||
|
(Amounts in Thousands)
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||
Interest rate swap
|
$
|
25,000
|
|
|
$
|
(120
|
)
|
|
Other Liabilities
|
|
11/9/2020
|
Interest rate swap
|
25,000
|
|
|
(1,476
|
)
|
|
Other Liabilities
|
|
11/7/2023
|
||
|
|
|
|
|
|
|
|
||||
December 31, 2017
|
|
|
|
|
|
|
|
||||
Interest rate swap
|
$
|
25,000
|
|
|
$
|
(582
|
)
|
|
Other Liabilities
|
|
11/9/2020
|
Interest rate swap
|
25,000
|
|
|
(2,237
|
)
|
|
Other Liabilities
|
|
11/7/2023
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||||||
|
Recognized in OCI
|
|
Reclassified from AOCI into Income
|
|
Recognized in Income on Derivatives
|
||||||||||
|
Amount of Gain (Loss)
|
|
Category
|
|
Amount of Gain (Loss)
|
|
Category
|
|
Amount of Gain (Loss)
|
||||||
|
(Amounts in Thousands)
|
||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap
|
$
|
347
|
|
|
Interest Expense
|
|
$
|
—
|
|
|
Other Income
|
|
$
|
—
|
|
Interest rate swap
|
571
|
|
|
Interest Expense
|
|
—
|
|
|
Other Income
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap
|
$
|
318
|
|
|
Interest Expense
|
|
$
|
—
|
|
|
Other Income
|
|
$
|
—
|
|
Interest rate swap
|
373
|
|
|
Interest Expense
|
|
—
|
|
|
Other Income
|
|
—
|
|
Note 17.
|
Subsequent Events
|
Item 9.
|
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Name
|
Age
|
Position
|
Company
|
|
|
Dwight O. Seegmiller
|
66
|
Mr. Seegmiller, who joined the Company in 1975, has served as its President since 1986. Prior to 1986, Mr. Seegmiller was the Senior Vice President of Lending.
|
|
|
|
Shari J. DeMaris
|
49
|
Ms. DeMaris has held the position of Secretary, Treasurer and Principal Financial Officer since 2012.
|
|
|
|
Bank
|
|
|
Timothy D. Finer
|
57
|
Mr. Finer has held the position of Senior Vice President, Director of Real Estate Lending since 2005.
|
|
|
|
Steven R. Ropp
|
58
|
Mr. Ropp has held the position of Senior Vice President, Director of Commercial Banking since 2008.
|
|
|
|
Bradford C. Zuber
|
62
|
Mr. Zuber has held the position of Senior Vice President, Director of Trust Services since 1987.
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available for future issuance under equity compensation plans [excluding securities reflected in column (a)] |
||||
Plan Category
|
(a)
|
(b)
|
(c)
|
||||
Equity compensation plans approved by security holders
|
9,020
|
|
$
|
33.30
|
|
38,125
|
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
|
|
Total
|
9,020
|
|
$
|
33.30
|
|
38,125
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits, Consolidated Financial Statement Schedules
|
|
|
|
|
|
|
|
|
Form 10-K
|
(a)
|
|
1
|
|
|
|
Financial Statements
|
|
Reference
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent registered public accounting firm's report on the financial statements
|
|
Page 51-53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated balance sheets as of December 31, 2018 and 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statements of income for the years ended December 31, 2018, 2017, and 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statements of comprehensive income for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statements of stockholders' equity for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statements of cash flows for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to consolidated financial statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
Financial Statements Schedules
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto.
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
3
|
|
|
|
Exhibits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
|
Restated Articles of Incorporation filed as Exhibit 3.1 in Form 10-K for the year ended December 31, 2014 is incorporated by reference.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
|
Amended and Restated ByLaws filed as Exhibit 3.2 in Form 10-K for the year ended December 31, 2014 is incorporated by reference.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
|
|
1995 Deferred Compensation Plans filed as Exhibit 10(c) in Form 10-K for the year ended December 31, 1995 is incorporated by reference.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
|
|
2010 Stock Option and Incentive Plan filed on Form S-8 dated June 29, 2012 is incorporated by reference.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
|
|
Form of Stock Option Grant Agreement under the 2010 Stock Option and Incentive Plan is attached on Page 111.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
|
|
Form of Restricted Stock 5 Year Agreement under the 2010 Stock Option and Incentive Plan is attached on Page 117.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
|
|
Form of Restricted Stock 8 Year Agreement under the 2010 Stock Option and Incentive Plan is attached on Page 124.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
|
|
Statement Regarding Computation of Basic and Diluted Earnings Per Share. (Note: Statement included in Note 1 under Item 8 of Part II above)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
|
Subsidiary of the Registrant is attached on Page 131.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
|
Consent of Independent Registered Public Accounting Firm is attached on Page 132. BKD LLP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
|
|
|
|
Certifications under Section 302 of the Sarbanes-Oxley Act of 2002 on Pages 133-134.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
|
|
Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 on Page 135.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DED
|
|
|
|
XBRL Taxonomy Extension Definitions Linkbase Document
|
|
|
|
|
HILLS BANCORPORATION
|
|
|
|
|
|
Date:
|
March 5, 2019
|
By: /s/Dwight O. Seegmiller
|
|
|
|
Dwight O. Seegmiller, Director, President and Chief Executive Officer
|
|
|
|
|
|
Date:
|
March 5, 2019
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By: /s/Shari DeMaris
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Shari DeMaris, Secretary, Treasurer and Chief Accounting Officer
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DIRECTORS OF THE REGISTRANT
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Date:
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March 5, 2019
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By: /s/Michael S. Donovan
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Michael S. Donovan, Director
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Date:
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March 5, 2019
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By: /s/Thomas J. Gill
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Thomas J. Gill, Director
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Date:
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March 5, 2019
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By: /s/Michael E. Hodge
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Michael E. Hodge, Director
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Date:
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March 5, 2019
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By: /s/Emily A. Hughes
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Emily A. Hughes, Director
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Date:
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March 5, 2019
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By: /s/James A. Nowak
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James A. Nowak, Director
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Date:
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March 5, 2019
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By: /s/Theodore H. Pacha
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Theodore H. Pacha, Director
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Date:
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March 5, 2019
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By: /s/John W. Phelan
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John W. Phelan, Director
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Date:
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March 5, 2019
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By: /s/Ann M. Rhodes
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Ann M. Rhodes, Director
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Date:
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March 5, 2019
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By: /s/Thomas R. Wiele
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Thomas R. Wiele, Director
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Date:
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March 5, 2019
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By: /s/Sheldon E. Yoder
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Sheldon E. Yoder, Director
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Page Number
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In The Sequential
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Exhibit
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Numbering System
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Number
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Description
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For 2018 Form 10-K
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10.3
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10.4
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10.5
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11
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Statement Re Computation of Basic and Diluted Earnings Per Share
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(Note: Statement included in Note 1 under Item 8 of Part II above)
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21
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23.1
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31.1
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31.2
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32
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1.
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Grant of Option.
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2.
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Exercise of Option.
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3.
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Termination of Option.
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(a)
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The Option and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void after the expiration of ten years from the Date of the Grant (the “Option Term”).
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(b)
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Period of Exercisability. Options may be exercised by a Participant only while he or she is an Employee and has maintained Continuous Service (as defined in the Plan) from the Date of Grant, or within three months after termination of such Continuous Service (but not later than the date on which the Options would otherwise expire), except if the Employee’s Continuous Service terminates by reason of:
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(1)
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“Just Cause” which for purposes hereof shall have the meaning set forth in any unexpired employment or severance agreement between the Grantee and the Company (and, in the absence of such agreement, shall mean termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of ay law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order), then the Grantee’s rights to exercise such Option shall expire on the date of such termination;
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(2)
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death, then to the extent that the Grantee would have been entitled to exercise the Option immediately prior to his or her death, such Option of the deceased Grantee may be exercised within two years from the date of his or her death (but not later than the date on which the Option would otherwise expire) by the personal representative of the Grantee’s estate or person or persons to whom the Grantee’s rights under such Option shall have passed by will or by laws of descent and distribution;
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(3)
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Permanent and Total Disability (as such term is defined in Section 22(e)(3) of the Code), then to the extent that the Grantee would have been entitled to exercise the Option immediately prior to her or her Permanent and Total Disability, such Option may be exercised within one year from the date of such Permanent and Total Disability, but not later than the date on which the Option would otherwise expire.
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(c)
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Effect of the Committee’s Decisions. The Committee’s determination whether a Participant’s Continuous Service has ceased, and the effective date thereof, shall be final and conclusive on all persons affected thereby.
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(d)
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A transfer of the Grantee’s employment between Hills and any subsidiary of Hills, or between any subsidiaries of Hills, shall not be deemed to be a termination of the Grantee’s employment.
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4.
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Exercise of Options.
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(a)
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The Grantee may exercise the Option with respect to all or any part of the number of Option Shares then exercisable hereunder by giving the Treasurer of Hills written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is to be exercised and the date of exercise thereof, which date shall be at least five days after the giving of such unless an earlier time shall have been mutually agreed upon. The notice of exercise shall clearly state the extent to which the Options are ISOs and/or Nonstatutory Options.
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(b)
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Full payment by the Grantee of the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise in cash, or, with the prior written consent of the Committee, in whole or in part through the surrender of previously acquired shares of Stock at their fair market value on the exercise date.
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(c)
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If the Grantee fails to pay for any of the Option Shares specified in such notice or fails to accept delivery thereof, the Grantee’s right to purchase such Option Shares may be terminated by Hills. The date specified in the Grantee’s notice as the date of exercise shall be deemed the date of exercise of the Option, provided that payment in full for the Option Shares to be purchased upon such exercise shall have been received by such date.
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5.
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No Rights of Stockholders.
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6.
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Non-Transferability of Option.
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7.
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Restrictions Upon Sale of Shares.
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(a)
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Whenever in this Agreement the term "fair market value" is used, the same shall mean the value determined as follows:
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(b)
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Notwithstanding the foregoing subparagraph (a) of this Section 6.7 Grantee, Hills and the remaining stockholders may at any time fix the agreed value of the stock of Hills by a Certificate of Agreed Value signed by Hills and by each stockholder and filed with Hills. Said certificate shall be attached hereto as "Exhibit A." If at any time when it becomes necessary to determine the fair market value of the stock of Hills, a Certificate of Agreed Value, if dated less than twelve (12) months before the date as of which the fair market value is to be determined, shall set forth and be conclusive as to the fair market value and shall be accepted as the fair market value as of the date on which fair market value is to be determined, and no determination of fair market value shall be required or made. In no event shall a Certificate of Agreed Value be effective unless signed by Hills and by all the stockholders. The Corporation and the stockholders may at any time, on or before the date of acceptance of an offer, or by agreement as of a date which is on or before the date of such acceptance, execute a new Certificate of Agreed Value which shall automatically replace all prior Certificates of Agreed Value, and in no event shall any but the last Certificate of Agreed Value be effective, if at all, for the purpose herein specified.
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8.
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Employment Not Affected.
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9.
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Amendment of Option.
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10.
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Notice.
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11.
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Incorporation of Plan by Reference.
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12.
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Governing Law.
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1.
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Two copies of the Hills Bancorporation Restricted Stock Agreement signed by Dwight Seegmiller which the participant should sign and date. One copy needs to be signed and returned to Hills Bancorporation (Attention: Shari DeMaris), and the other should be maintained by each employee.
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2.
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A stock award certificate identifying the number of shares awarded. The restricted shares are being issued in book entry form, so there is no actual stock certificate for these shares. For your information, the value of the stock, as of the date of this award, is $ per share.
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1.
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A stock award certificate made out for the shares of Hills Bancorporation stock being registered in your name. The shares awarded to you have been issued in book entry in your name, so there is no actual stock certificate for these shares. The book entry shares have a special legend which indicates that it is restricted stock.
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2.
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The Restricted Stock Agreement describes the terms and conditions on which the shares covered by the stock award are being issued to you. Please note that the shares would be forfeited and the shares forfeited if at any time during the first
five
years after the effective date of this stock award, you leave your employment with the Bank, you accept a demotion from your current position with the Bank, or are involuntarily terminated by the Bank.
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3.
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A stock power, pre-authorizing Hills Bancorporation to complete the transfer of the restricted shares, including withholding from these shares to cover taxes due when the shares become vested, or, if necessary, the forfeiture of the shares should you not satisfy the requirements for vesting.
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4.
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For income tax purposes, you will generally not be considered to own the shares until the shares are no longer subject to a substantial risk of forfeiture if you leave the Bank - i.e. once you have completed more than 5 years of employment with the Bank. At the time the shares vest, you will be required to recognize income for income tax purposes, and be subject to payroll tax on this income. The amount of income to be recognized is equal to the fair market value of the shares, determined at the time they become vested.
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1.
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Grant of Restricted Shares
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The Corporation hereby grants to the Key Employee, shares of common stock of Corporation (the “Restricted Shares”). This stock is equal in value to $ per share for a total of $ , and is granted subject to the following terms and conditions. The terms and conditions of this Agreement are in addition to the terms and conditions of the Plan and in no way modify or amend any of its provisions.
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2.
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Restrictions on Unvested Restricted Shares
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The Key Employee shall have all rights and privileges of a stockholder of the Corporation with respect to the Restricted Shares, including voting rights and the right to receive dividends paid with respect to such shares, except that the following restrictions shall apply to the Restricted Shares until such time or times as these restrictions lapse under Section 3 or any other provision of this Agreement:
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(a)
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the Key Employee shall not be entitled to delivery of the stock certificate or certificates for any of the Restricted Shares until the fifth anniversary of the effective date of this Agreement;
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(b)
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the Restricted Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Key Employee, except with the consent of the Corporation; and
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(c)
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until the fifth anniversary of the effective date of this Agreement, the Restricted Shares shall remain subject to forfeiture upon termination of the Key Employee’s employment with the Bank or transfer to another position with the Bank, to the extent set forth in Section 5 below.
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3.
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Vesting
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The Restricted Shares shall not become fully vested until the Key Employee has continued his/her employment with the Bank for a period of five (5) years from the effective date of this Agreement. For this purpose, the effective date of this Agreement will be , and the date the Restricted Shares shall become fully vested shall be .
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4.
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Issuance of Book Entry Stock for Shares
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The Corporation shall cause the Restricted Shares to be issued in book entry form. These Restricted Shares will be registered in the name of the Key Employee promptly upon execution of this Agreement. On or before the date of execution of this Agreement, the Key Employee shall deliver to the Corporation one or more stock powers endorsed in blank relating to the Restricted Shares.
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5.
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Forfeiture of Restricted Shares Upon Termination of Employment
.
If the Key Employee’s employment with the Bank terminates or if the Key Employee’s employment status with the Bank changes for any of the following reasons prior to the date the Restricted Shares become vested pursuant to Section 3 of this Agreement, the Key Employee’s Restricted Shares shall be subject to forfeiture or repurchase by the Corporation to the following extent:
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(a)
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If the Key Employee is involuntarily terminated from employment with the Bank for any reason, including for “Cause” (as defined below) before the date the Restricted Shares have become fully vested under Section 3 of this Agreement (the fifth anniversary of the effective date of this Agreement), the Restricted Shares shall be forfeited and shall be cancelled without payment to the Key Employee, immediately as of the date of the Key Employee’s termination.
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(b)
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If the Key Employee is involuntarily demoted to a position with reduced responsibilities or reduced compensation for “Cause” (as defined in Subsection 5(g) below) before the date the Restricted Shares have become fully vested under Section 3 of this Agreement (the fifth anniversary of the effective date of this Agreement), the Restricted Shares shall be forfeited and shall be cancelled without payment to the Key Employee, immediately as of the date of the Key Employee’s demotion.
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(c)
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If the Key Employee voluntarily resigns or otherwise terminates his or her employment with the Bank before the fifth anniversary of the effective date of this Agreement other than in connection with the Key Employee’s disability (as described below), the Restricted Shares shall be forfeited and shall be cancelled without payment to the Key Employee, immediately as of the date of the Key Employee’s termination.
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(d)
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If the Key Employee voluntarily accepts a transfer to a position with reduced responsibilities or reduced
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(e)
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If the termination of the Key Employee’s employment with the Bank occurs as a result of the Key Employee’s permanent and total disability, the Restricted Shares shall be treated as vested under Section 3 of this Agreement, and the Key Employee may retain the Restricted Shares, but the Restricted Shares shall remain subject to the transfer restrictions imposed by Section 7 of this Agreement, and the Restricted Shares may be repurchased by the Corporation (or its assigns) to the extent and in the manner provided for in Section 8 of this Agreement. For purposes of this Agreement, the Bank will presume that the Key Employee has a permanent and total disability if the Key Employee has received a Social Security disability award from the Social Security Administration or if the Key Employee has been determined to qualify for disability benefits under a long-term disability insurance plan provided by the Bank.
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(f)
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If the Key Employee is transferred to a position with the Bank with lesser responsibilities or compensation as an accommodation to or as a result of a physical or mental impairment or limitation of the Key Employee which is considered to be a disability under the Americans with Disability Act or similar laws, the Key Employee may retain the Restricted Shares, but the Restricted Shares shall remain subject to the transfer restrictions imposed by Section 7 of this Agreement, and the Restricted Shares may be repurchased by the Corporation (or its assigns) to the extent and in the manner provided for in Section 8 of this Agreement.
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(g)
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For purposes of this Agreement, the Key Employee shall be considered terminated or demoted for “Cause” if the Bank determines that the Key Employee should be involuntarily terminated or demoted for one or more of the following (i) criminal dishonesty, (ii) refusal to perform duties on an exclusive and substantially full-time basis, (iii) refusal to act in accordance with any specific substantive instructions given by the Corporation with respect to performance of duties normally associated with the Key Employee’s position, or (iv) engaging in conduct which could be materially damaging to the Corporation or the Bank without a reasonable good faith belief that such conduct was in the best interest of the Corporation or the Bank.
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6.
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Effect of Death
.
Upon the death of the Key Employee before the date the Restricted Shares become vested under Section 3 above, the Restricted Shares shall be treated as fully vested under Section 3 of this Agreement, and the Key Employee’s beneficiary or other successor in interest may retain the Restricted Shares or sell the Restricted Shares in the open market, without regard to the transfer restrictions imposed by Sections 3 and 7 of this Agreement.
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7.
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Restrictions on Transfer of Shares and Right of First Refusal
.
Except as provided below, the Key Employee may not transfer any portion of the Restricted Shares prior to the time the Restricted Shares become fully vested under Section 3 of this Agreement.
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(a)
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Transfer Restriction
. Prior to the date the Restricted Shares have become fully vested under Section 3 of this Agreement (the fifth anniversary of the effective date of this Agreement), the Restricted Shares may not be transferred, voluntarily or otherwise.
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(b)
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Right of First Refusal
. If the Key Employee desires to sell or otherwise transfer any or all of his/her shares of stock of the Corporation, he/she shall first offer the same for sale to the Corporation by giving to the Corporation written notice, delivered to the President or Secretary of the Corporation, designating the number of shares of stock desired to be sold or otherwise transferred, the name and residential address of any other intended transferee or transferees, if any, and the price at which the stock is proposed to be sold to such transferee or transferees.
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(c)
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Acceptance Process
. The Board of Directors of the Corporation shall within thirty (30) days after receipt of said offer of sale and determination of fair market value as provided in Section 9 notify the offeror in writing whether it desires to purchase the stock so offered for sale at the purchase price as hereinafter defined. In the event that the Board of Directors notifies the offeror of its acceptance of the offer for sale, said notification
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(d)
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Right of First Refusal In Event of Bankruptcy, Insolvency, Levy or Attachment
. In the event of bankruptcy or insolvency of the Key Employee or in the event of any levy or attachment of the stock, the Key Employee shall be deemed to have offered his/her stock for sale to the Corporation as of the date the Corporation receives notice of such bankruptcy, insolvency, levy or attachment, whereupon the Corporation shall have the first right to purchase said shares of stock in the manner and during the time as provided in the foregoing Sections 7(b) and 7(c). For purposes of this Section, the price shall equal the most recent independent appraisal obtained by the Corporation as of the date of said notice.
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(e)
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Purchase Price
. The terms "purchase price" or “fair market value” as used in this Agreement shall mean the "fair market value" of the share or shares of stock offered for sale as of the date such offer of sale is received by the Corporation or by the Key Employee as the case may be, based on the most recent independent appraisal obtained by the Corporation as of the date of said notice.
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(f)
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Transfer to Family Member or Trust
. After the fifth anniversary of the effective date of this Agreement, the Restricted Shares may be transferred to a member of the Key Employee’s immediate family or to a trust established for the benefit of members of the Key Employee’s immediate family, but only if the Corporation has provided its express written consent to the proposed transfer. Such consent shall not be provided, and the Restricted Shares may not be transferred, unless the proposed transferee agrees to sign and deliver to the Secretary of the Corporation an Addendum to this Agreement in substantially the following form with appropriate insertions:
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8.
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Right to Repurchase Shares
.
In the event that one or more of the following events should occur before the Restricted Shares become fully vested under Section 3 of this Agreement, the Key Employee (or his successor interest) shall be deemed to have made an offer to sell any Restricted Shares which have not been forfeited under Section 5 above to the Corporation at their current “fair market value” (as this term is defined in below).
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(a)
|
Upon an involuntary transfer of the Key Employee to a position with the Bank with lesser responsibilities or reduced compensation without “Cause” before the date the Restricted Shares have become fully vested under Section 3 of this Agreement (the fifth anniversary of the effective date of this Agreement);
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(b)
|
Upon termination of the Key Employee’s employment with the Bank as a result of the Key Employee’s permanent and total disability, as provided in Subsection 5(e) above, prior to the date the Restricted Shares have become fully vested under Section 3 of this Agreement; or
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(c)
|
Upon the death of the Key Employee prior to the date the Restricted Shares have become fully vested under Section 3 of this Agreement.
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(a)
|
If at the time the “fair market value” is to be determined, the common stock of the Corporation is readily tradable on an established market, the fair market value shall be determined on the basis of the most recent closing price reported for the Stock, or, if there were no trades on such date, the average of the most recent reported bid and asked prices.
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(b)
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If at the time the “fair market value” is to be determined, the common stock of the Corporation is not readily tradable on an established market, the fair market value shall instead be determined on the basis of the stock value reported in most recent stock appraisal report of the Corporation’s common stock prepared for the Corporation by an independent appraiser. If an independent appraisal has been obtained by the Corporation for other purposes, this independent appraisal shall be used for purposes of this Agreement as well.
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(c)
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If at the time the “fair market value” is to be determined, the Corporation’s common stock is not readily tradable on an established market, and no stock appraisal report has been delivered to the Corporation by an independent appraiser within the preceding ninety (90) days, the Key Employee and the Corporation shall first endeavor to agree upon the fair market value of the Stock. If the Key Employee and the Corporation cannot agree upon the fair market value within fourteen (14) days, they shall retain an independent third-party appraiser to determine the value of the Stock. The independent third-party appraiser shall be instructed to determine the value of the Corporation’s common stock without any discount or control premium related to the percentage of ownership in the Corporation represented by the Stock. The Corporation and the Key Employee shall each pay one-half (1/2) of the fee of independent third-party appraiser.
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9.
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Taxes and Tax Withholding
.
Whenever all or any part of the Restricted Shares issued under the terms of this Agreement become vested and are no longer subject to a substantial risk of forfeiture, the Corporation and/or the Bank shall notify the Key Employee of the amount of tax (if any) that must be withheld by the Bank under all applicable federal, state and local tax laws with respect to the vested shares (the “Withholding Tax”). The Key Employee agrees to make arrangements with the Corporation and the Bank with respect to the Withholding Tax due with respect to the vested shares by (a) remitting the required amount to the Corporation in cash, (b) tendering to the Corporation a number of shares of the Corporation’s Common Stock already owned by the Key Employee with a current fair market value equal to such Withholding Tax, (c) tendering to the Corporation a portion of the newly vested shares of Common Stock previously issued to the Key Employee under this Agreement with a current fair market value equal to such Withholding Tax, and authorizing the Corporation to apply such shares to the withholding tax, (d) authorize the deduction of such amounts from the Key Employee’s regular cash compensation,
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10.
|
Miscellaneous
.
|
(a)
|
Neither this Agreement nor the Restricted Shares granted hereunder shall confer upon the Key Employee the right to continued employment with the Corporation or the Bank, and this Agreement shall not in any way modify or restrict any rights the Bank may have to terminate the Key Employee’s employment with the Bank.
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(b)
|
The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the parties hereto.
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(c)
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The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Iowa, without giving effect to principles of conflicts of law.
|
1.
|
Two copies of the Hills Bancorporation Restricted Stock Agreement signed by Dwight Seegmiller which the participant should sign and date. One copy needs to be signed and returned to Hills Bancorporation (Attention: Shari DeMaris), and the other should be maintained by each employee.
|
2.
|
A stock award certificate identifying the number of shares awarded. The restricted shares are being issued in book entry form, so there is no actual stock certificate for these shares. For your information, the value of the stock, as of the date of this award, is $61.00 per share.
|
1.
|
A stock award certificate made out for the shares of Hills Bancorporation stock being registered in your name. The shares awarded to you have been issued in book entry in your name, so there is no actual stock certificate for these shares. The book entry shares have a special legend which indicates that it is restricted stock.
|
2.
|
The Restricted Stock Agreement describes the terms and conditions on which the shares covered by the stock award are being issued to you. Please note that the shares would be forfeited and the shares forfeited if at any time during the first
five
years after the effective date of this stock award, you leave your employment with the Bank, you accept a demotion from your current position with the Bank, or are involuntarily terminated by the Bank.
|
3.
|
A stock power, pre-authorizing Hills Bancorporation to complete the transfer of the restricted shares, including withholding from these shares to cover taxes due when the shares become vested, or, if necessary, the forfeiture of the shares should you not satisfy the requirements for vesting.
|
4.
|
For income tax purposes, you will generally not be considered to own the shares until the shares are no longer subject to a substantial risk of forfeiture if you leave the Bank - i.e. once you have completed more than 8 years of employment with the Bank. At the time the shares vest, you will be required to recognize income for income tax purposes, and be subject to payroll tax on this income. The amount of income to be recognized is equal to the fair market value of the shares, determined at the time they become vested.
|
1.
|
Grant of Restricted Shares
.
The Corporation hereby grants to the Key Employee shares of common stock of Corporation (the “Restricted Shares”). This stock is equal in value to $ per share for a total of , and is granted subject to the following terms and conditions. The terms and conditions of this Agreement are in addition to the terms and conditions of the Plan and in no way modify or amend any of its provisions.
|
2.
|
Restrictions on Unvested Restricted Shares
.
The Key Employee shall have all rights and privileges of a stockholder of the Corporation with respect to the Restricted Shares, including voting rights and the right to receive dividends paid with respect to such shares, except that the following restrictions shall apply to the Restricted Shares until such time or times as these restrictions lapse under Section 3 or any other provision of this Agreement:
|
(a)
|
the Key Employee shall not be entitled to delivery of the stock certificate or certificates for any of the Restricted Shares until the eighth anniversary of the effective date of this Agreement;
|
(b)
|
the Restricted Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Key Employee, except with the consent of the Corporation; and
|
(c)
|
until the eighth anniversary of the effective date of this Agreement, the Restricted Shares shall remain subject to forfeiture upon termination of the Key Employee’s employment with the Bank or transfer to another position with the Bank, to the extent set forth in Section 5 below.
|
3.
|
Vesting
.
The Restricted Shares shall not become fully vested until the Key Employee has continued his/her employment with the Bank for a period of five (5) years from the effective date of this Agreement. For this purpose, the effective date of this Agreement will be ,2019, and the date the Restricted Shares shall become fully vested shall be , 2027.
|
4.
|
Issuance of Book Entry Stock for Shares
.
The Corporation shall cause the Restricted Shares to be issued in book entry form. These Restricted Shares will be registered in the name of the Key Employee promptly upon execution of this Agreement. On or before the date of execution of this Agreement, the Key Employee shall deliver to the Corporation one or more stock powers endorsed in blank relating to the Restricted Shares.
|
5.
|
Forfeiture of Restricted Shares Upon Termination of Employment
.
If the Key Employee’s employment with the Bank terminates or if the Key Employee’s employment status with the Bank changes for any of the following reasons prior to the date the Restricted Shares become vested pursuant to Section 3 of this Agreement, the Key Employee’s Restricted Shares shall be subject to forfeiture or repurchase by the Corporation to the following extent:
|
(a)
|
If the Key Employee is involuntarily terminated from employment with the Bank for any reason, including for “Cause” (as defined below) before the date the Restricted Shares have become fully vested under Section 3 of this Agreement (the eighth anniversary of the effective date of this Agreement), the Restricted Shares shall be forfeited and shall be cancelled without payment to the Key Employee, immediately as of the date of the Key Employee’s termination.
|
(b)
|
If the Key Employee is involuntarily demoted to a position with reduced responsibilities or reduced compensation for “Cause” (as defined in Subsection 5(g) below) before the date the Restricted Shares have become fully vested under Section 3 of this Agreement (the eighth anniversary of the effective date of this Agreement), the Restricted Shares shall be forfeited and shall be cancelled without payment to the Key Employee, immediately as of the date of the Key Employee’s demotion.
|
(c)
|
If the Key Employee voluntarily resigns or otherwise terminates his or her employment with the Bank before the eighth anniversary of the effective date of this Agreement other than in connection with the Key Employee’s disability (as described below), the Restricted Shares shall be forfeited and shall be cancelled without payment to the Key Employee, immediately as of the date of the Key Employee’s termination.
|
(d)
|
If the Key Employee voluntarily accepts a transfer to a position with reduced responsibilities or reduced compensation before the eighth anniversary of the effective date of this Agreement, other than in connection with an accommodation for the Key Employee’s disability (as described in Subsection 5(f) below), the Restricted Shares shall be forfeited and shall be cancelled without payment to the Key Employee, immediately as of the effective date of the Key Employee’s transfer.
|
(e)
|
If the termination of the Key Employee’s employment with the Bank occurs as a result of the Key Employee’s permanent and total disability, the Restricted Shares shall be treated as vested under Section 3 of this Agreement, and the Key Employee may retain the Restricted Shares, but the Restricted Shares shall remain subject to the transfer restrictions imposed by Section 7 of this Agreement, and the Restricted Shares may be repurchased by the Corporation (or its assigns) to the extent and in the manner provided for in Section 8 of this Agreement. For purposes of this Agreement, the Bank will presume that the Key Employee has a permanent and total disability if the Key Employee has received a Social Security disability award from the Social Security Administration or if the Key Employee has been determined to qualify for disability benefits under a long-term disability insurance plan provided by the Bank.
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(f)
|
If the Key Employee is transferred to a position with the Bank with lesser responsibilities or compensation as an accommodation to or as a result of a physical or mental impairment or limitation of the Key Employee which is considered to be a disability under the Americans with Disability Act or similar laws, the Key Employee may retain the Restricted Shares, but the Restricted Shares shall remain subject to the transfer restrictions imposed by Section 7 of this Agreement, and the Restricted Shares may be repurchased by the Corporation (or its assigns) to the extent and in the manner provided for in Section 8 of this Agreement.
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(g)
|
For purposes of this Agreement, the Key Employee shall be considered terminated or demoted for “Cause” if the Bank determines that the Key Employee should be involuntarily terminated or demoted for one or more of the following (i) criminal dishonesty, (ii) refusal to perform duties on an exclusive and substantially full-time basis, (iii) refusal to act in accordance with any specific substantive instructions given by the Corporation with respect to performance of duties normally associated with the Key Employee’s position, or (iv) engaging in conduct which could be materially damaging to the Corporation or the Bank without a reasonable good faith belief that such conduct was in the best interest of the Corporation or the Bank.
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6.
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Effect of Death
.
Upon the death of the Key Employee before the date the Restricted Shares become vested under Section 3 above, the Restricted Shares shall be treated as fully vested under Section 3 of this Agreement, and the Key Employee’s beneficiary or other successor in interest may retain the Restricted Shares or sell the Restricted Shares in the open market, without regard to the transfer restrictions imposed by Sections 3 and 7 of this Agreement.
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7.
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Restrictions on Transfer of Shares and Right of First Refusal
.
Except as provided below, the Key Employee may not transfer any portion of the Restricted Shares prior to the time the Restricted Shares become fully vested under Section 3 of this Agreement.
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(a)
|
Transfer Restriction
. Prior to the date the Restricted Shares have become fully vested under Section 3 of this Agreement (the eighth anniversary of the effective date of this Agreement), the Restricted Shares may not be transferred, voluntarily or otherwise.
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(b)
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Right of First Refusal
. If the Key Employee desires to sell or otherwise transfer any or all of his/her shares of stock of the Corporation, he/she shall first offer the same for sale to the Corporation by giving to the Corporation written notice, delivered to the President or Secretary of the Corporation, designating the number of shares of stock desired to be sold or otherwise transferred, the name and residential address of any other intended transferee or transferees, if any, and the price at which the stock is proposed to be sold to such transferee or transferees.
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(c)
|
Acceptance Process
. The Board of Directors of the Corporation shall within thirty (30) days after receipt of said offer of sale and determination of fair market value as provided in Section 9 notify the offeror in writing whether it desires to purchase the stock so offered for sale at the purchase price as hereinafter defined. In the
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(d)
|
Right of First Refusal In Event of Bankruptcy, Insolvency, Levy or Attachment
. In the event of bankruptcy or insolvency of the Key Employee or in the event of any levy or attachment of the stock, the Key Employee shall be deemed to have offered his/her stock for sale to the Corporation as of the date the Corporation receives notice of such bankruptcy, insolvency, levy or attachment, whereupon the Corporation shall have the first right to purchase said shares of stock in the manner and during the time as provided in the foregoing Sections 7(b) and 7(c). For purposes of this Section, the price shall equal the most recent independent appraisal obtained by the Corporation as of the date of said notice.
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(e)
|
Purchase Price
. The terms "purchase price" or “fair market value” as used in this Agreement shall mean the "fair market value" of the share or shares of stock offered for sale as of the date such offer of sale is received by the Corporation or by the Key Employee as the case may be, based on the most recent independent appraisal obtained by the Corporation as of the date of said notice.
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(f)
|
Transfer to Family Member or Trust
. After the fifth anniversary of the effective date of this Agreement, the Restricted Shares may be transferred to a member of the Key Employee’s immediate family or to a trust established for the benefit of members of the Key Employee’s immediate family, but only if the Corporation has provided its express written consent to the proposed transfer. Such consent shall not be provided, and the Restricted Shares may not be transferred, unless the proposed transferee agrees to sign and deliver to the Secretary of the Corporation an Addendum to this Agreement in substantially the following form with appropriate insertions:
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8.
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Right to Repurchase Shares
.
In the event that one or more of the following events should occur before the Restricted Shares become fully vested under Section 3 of this Agreement, the Key Employee (or his successor
|
(a)
|
Upon an involuntary transfer of the Key Employee to a position with the Bank with lesser responsibilities or reduced compensation without “Cause” before the date the Restricted Shares have become fully vested under Section 3 of this Agreement (the eighth anniversary of the effective date of this Agreement);
|
(b)
|
Upon termination of the Key Employee’s employment with the Bank as a result of the Key Employee’s permanent and total disability, as provided in Subsection 5(e) above, prior to the date the Restricted Shares have become fully vested under Section 3 of this Agreement; or
|
(c)
|
Upon the death of the Key Employee prior to the date the Restricted Shares have become fully vested under Section 3 of this Agreement.
|
(a)
|
If at the time the “fair market value” is to be determined, the common stock of the Corporation is readily tradable on an established market, the fair market value shall be determined on the basis of the most recent closing price reported for the Stock, or, if there were no trades on such date, the average of the most recent reported bid and asked prices.
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(b)
|
If at the time the “fair market value” is to be determined, the common stock of the Corporation is not readily tradable on an established market, the fair market value shall instead be determined on the basis of the stock value reported in most recent stock appraisal report of the Corporation’s common stock prepared for the Corporation by an independent appraiser. If an independent appraisal has been obtained by the Corporation for other purposes, this independent appraisal shall be used for purposes of this Agreement as well.
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(c)
|
If at the time the “fair market value” is to be determined, the Corporation’s common stock is not readily tradable on an established market, and no stock appraisal report has been delivered to the Corporation by an independent appraiser within the preceding ninety (90) days, the Key Employee and the Corporation shall first endeavor to agree upon the fair market value of the Stock. If the Key Employee and the Corporation cannot agree upon the fair market value within fourteen (14) days, they shall retain an independent third-party appraiser to determine the value of the Stock. The independent third-party appraiser shall be instructed to determine the value of the Corporation’s common stock without any discount or control premium related to the percentage of ownership in the Corporation represented by the Stock. The Corporation and the Key Employee shall each pay one-half (1/2) of the fee of independent third-party appraiser.
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9.
|
Taxes and Tax Withholding
.
Whenever all or any part of the Restricted Shares issued under the terms of this Agreement become vested and are no longer subject to a substantial risk of forfeiture, the Corporation and/or the Bank shall notify the Key Employee of the amount of tax (if any) that must be withheld by the Bank under all applicable federal, state and local tax laws with respect to the vested shares (the “Withholding Tax”). The Key Employee agrees to make arrangements with the Corporation and the Bank with respect to the Withholding Tax due with respect to the vested shares by (a) remitting the required amount to the Corporation in cash, (b) tendering to the Corporation a number of shares of the Corporation’s Common Stock already owned by the Key Employee with a current fair market value equal to such Withholding Tax, (c) tendering to the Corporation a portion of the newly vested shares of Common Stock previously issued to the Key Employee under this Agreement with a current
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10.
|
Miscellaneous
.
|
(a)
|
Neither this Agreement nor the Restricted Shares granted hereunder shall confer upon the Key Employee the right to continued employment with the Corporation or the Bank, and this Agreement shall not in any way modify or restrict any rights the Bank may have to terminate the Key Employee’s employment with the Bank.
|
(b)
|
The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the parties hereto.
|
(c)
|
The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Iowa, without giving effect to principles of conflicts of law.
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Name Of Subsidiary
|
State Of Incorporation
|
|
|
Hills Bank and Trust Company
|
Iowa
|
1.
|
I have reviewed this annual report on Form 10-K of Hills Bancorporation;
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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 consolidated 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(s) 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 15(d)-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(s) 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:
|
March 5, 2019
|
By: /s/Dwight O. Seegmiller
|
|
|
Dwight O. Seegmiller, Director and President
|
1.
|
I have reviewed this annual report on Form 10-K 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 consolidated 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(s) 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 15(d)-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(s) 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:
|
March 5, 2019
|
By: /s/Shari DeMaris
|
|
|
Shari DeMaris, Treasurer and Chief Accounting Officer
|
Date:
|
March 5, 2019
|
By: /s/Dwight O. Seegmiller
|
|
|
Dwight O. Seegmiller, Director and President
|
Date:
|
March 5, 2019
|
By: /s/Shari DeMaris
|
|
|
Shari DeMaris, Treasurer and Chief Accounting Officer
|