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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Large accelerated filer
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Accelerated Filer
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Non-accelerated filer
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Part I
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Part II
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101 Financial statements formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Equity, and (vi) the Notes to Consolidated Financial Statements.
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HEARTLAND FINANCIAL USA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
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||||||
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Six Months Ended June 30,
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2016
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2015
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net income
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$
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40,979
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$
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30,869
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Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation and amortization
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14,841
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11,174
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Provision for loan and lease losses
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4,185
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7,345
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Net amortization of premium on securities
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16,204
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14,645
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Securities gains, net
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(8,148
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)
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(7,463
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)
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Stock based compensation
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2,386
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1,908
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Write downs and losses on repossessed assets, net
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574
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924
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Loans originated for sale
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(546,050
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)
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(724,081
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)
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Proceeds on sales of loans held for sale
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554,427
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710,753
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Net gains on sale of loans held for sale
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(16,132
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)
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(21,328
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)
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Decrease in accrued interest receivable
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1,651
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1,478
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Decrease in prepaid expenses
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683
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100
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Decrease in accrued interest payable
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(406
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)
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(867
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)
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Capitalization of servicing rights
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(6,203
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)
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(7,156
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)
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Valuation adjustment on commercial servicing rights
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46
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—
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Write downs and losses on sales of assets, net
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(304
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)
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938
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Other, net
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(8,316
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)
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(10,275
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)
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NET CASH PROVIDED BY OPERATING ACTIVITIES
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50,417
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8,964
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Proceeds from the sale of securities available for sale
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622,375
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526,026
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Proceeds from the sale of securities held to maturity
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4,057
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—
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Proceeds from the sale of other investments
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4,116
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10,336
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Proceeds from the maturity of and principal paydowns on securities available for sale
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82,513
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86,625
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Proceeds from the maturity of and principal paydowns on securities held to maturity
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3,962
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646
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Proceeds from the maturity of and principal paydowns on time deposits in other financial institutions
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250
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250
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Purchase of securities available for sale
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(594,135
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)
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(529,670
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Purchase of other investments
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(1,867
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)
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(9,009
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)
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Net (increase) decrease in loans and leases
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98,232
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(184,039
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)
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Purchase of bank owned life insurance policies
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—
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(1,100
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)
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Capital expenditures
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(7,360
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)
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(3,984
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)
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Net cash and cash equivalents received in acquisition
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8,084
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7,103
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Proceeds from the sale of equipment
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485
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15
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Proceeds on sale of OREO and other repossessed assets
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3,161
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5,402
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NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES
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223,873
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(91,399
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)
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Three Months Ended
June 30, 2016 |
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(Dollars and number of shares in thousands, except per share data)
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2016
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2015
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Net income attributable to Heartland
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$
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20,970
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$
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15,160
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Preferred dividends and discount
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(52
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)
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(204
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)
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Interest expense on convertible preferred debt
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31
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—
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Net income available to common stockholders
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$
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20,949
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$
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14,956
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Weighted average common shares outstanding for basic earnings per share
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24,524
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20,599
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Assumed incremental common shares issued upon exercise of stock options and non-vested restricted stock units
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451
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278
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Weighted average common shares for diluted earnings per share
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24,975
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20,877
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Earnings per common share — basic
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$
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0.85
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$
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0.73
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Earnings per common share — diluted
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$
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0.84
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$
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0.72
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Number of antidilutive common stock equivalents excluded from diluted earnings per share computation
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—
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—
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Six Months Ended
June 30, 2016 |
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(Dollars and number of shares in thousands, except per share data)
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2016
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2015
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Net income attributable to Heartland
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$
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40,979
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$
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30,869
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Preferred dividends
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(220
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)
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(408
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)
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Interest expense on convertible preferred debt
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31
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—
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Net income available to common stockholders
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$
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40,790
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$
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30,461
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Weighted average common shares outstanding for basic earnings per share
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24,093
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20,408
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Assumed incremental common shares issued upon exercise of stock options and non-vested restricted stock units
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448
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274
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Weighted average common shares for diluted earnings per share
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24,541
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20,682
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Earnings per common share — basic
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$
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1.69
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$
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1.49
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Earnings per common share — diluted
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$
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1.66
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$
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1.47
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Number of antidilutive common stock equivalents excluded from diluted earnings per share computation
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—
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—
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2016
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2015
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Shares
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Weighted-Average Grant Date
Fair Value
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Shares
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Weighted-Average Grant Date
Fair Value
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||||||
Outstanding at January 1
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353,195
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$
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25.53
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396,555
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$
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21.48
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Granted
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141,721
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29.79
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139,943
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28.90
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Vested
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(117,898
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)
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23.40
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(151,681
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)
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17.98
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Forfeited
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(10,892
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)
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27.13
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(11,198
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)
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25.14
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Outstanding at June 30
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366,126
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$
|
27.60
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373,619
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$
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25.55
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2016
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2015
|
||||||||||
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Shares
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Weighted-Average
Exercise Price
|
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Shares
|
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Weighted-Average
Exercise Price
|
||||||
Outstanding at January 1
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125,950
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$
|
24.08
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215,851
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$
|
23.85
|
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Granted
|
—
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|
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—
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|
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—
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—
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Exercised
|
(35,000
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)
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23.53
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(56,650
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)
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22.85
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Forfeited
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(1,500
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)
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21.10
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(2,250
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)
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23.88
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Outstanding at June 30
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89,450
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$
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24.34
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156,951
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$
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24.18
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Options exercisable at June 30
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89,450
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$
|
24.34
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156,951
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$
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24.18
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As of February 5, 2016
|
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Fair value of consideration paid:
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Common Stock (2,003,235 shares)
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$
|
57,433
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|
Preferred Stock (3,000 shares)
|
3,777
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Cash
|
15,672
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|
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Total consideration paid
|
76,882
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Fair value of assets acquired:
|
|
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Cash and due from banks
|
23,756
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|
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Securities:
|
|
||
Securities available for sale
|
92,831
|
|
|
Other securities
|
3,486
|
|
|
Loans held to maturity
|
581,477
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|
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Premises, furniture and equipment, net
|
16,450
|
|
|
Other real estate, net
|
1,934
|
|
|
Other intangible assets, net
|
6,576
|
|
|
Other assets
|
16,276
|
|
|
Total assets
|
742,786
|
|
|
Fair value of liabilities assumed:
|
|
||
Deposits
|
648,111
|
|
|
Short term borrowings
|
35,766
|
|
|
Other borrowings
|
7,924
|
|
|
Other liabilities
|
3,951
|
|
|
Total liabilities assumed
|
695,752
|
|
|
Fair value of net assets acquired
|
47,034
|
|
|
Goodwill resulting from acquisition
|
$
|
29,848
|
|
(Dollars in thousands, except per share data), unaudited
|
For the Years Ended
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
Net interest income
|
$
|
259,531
|
|
|
$
|
221,808
|
|
Net income available to common shareholders
|
$
|
59,491
|
|
|
$
|
41,004
|
|
Basic earnings per share
|
$
|
2.63
|
|
|
$
|
2.00
|
|
Diluted earnings per share
|
$
|
2.58
|
|
|
$
|
1.96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
June 30, 2016
|
|
|
|
|
|
|
|
||||||||
U.S. government corporations and agencies
|
$
|
4,943
|
|
|
$
|
158
|
|
|
$
|
—
|
|
|
$
|
5,101
|
|
Mortgage-backed securities
|
1,226,085
|
|
|
13,776
|
|
|
(19,129
|
)
|
|
1,220,732
|
|
||||
Obligations of states and political subdivisions
|
311,883
|
|
|
14,583
|
|
|
(44
|
)
|
|
326,422
|
|
||||
Corporate debt securities
|
815
|
|
|
15
|
|
|
—
|
|
|
830
|
|
||||
Total debt securities
|
1,543,726
|
|
|
28,532
|
|
|
(19,173
|
)
|
|
1,553,085
|
|
||||
Equity securities
|
13,158
|
|
|
349
|
|
|
—
|
|
|
13,507
|
|
||||
Total
|
$
|
1,556,884
|
|
|
$
|
28,881
|
|
|
$
|
(19,173
|
)
|
|
$
|
1,566,592
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
U.S. government corporations and agencies
|
$
|
25,847
|
|
|
$
|
22
|
|
|
$
|
(103
|
)
|
|
$
|
25,766
|
|
Mortgage-backed securities
|
1,254,452
|
|
|
9,134
|
|
|
(20,884
|
)
|
|
1,242,702
|
|
||||
Obligations of states and political subdivisions
|
290,522
|
|
|
6,547
|
|
|
(1,087
|
)
|
|
295,982
|
|
||||
Corporate debt securities
|
740
|
|
|
106
|
|
|
—
|
|
|
846
|
|
||||
Total debt securities
|
1,571,561
|
|
|
15,809
|
|
|
(22,074
|
)
|
|
1,565,296
|
|
||||
Equity securities
|
13,142
|
|
|
40
|
|
|
(44
|
)
|
|
13,138
|
|
||||
Total
|
$
|
1,584,703
|
|
|
$
|
15,849
|
|
|
$
|
(22,118
|
)
|
|
$
|
1,578,434
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Obligations of states and political subdivisions
|
270,423
|
|
|
22,717
|
|
|
(286
|
)
|
|
292,854
|
|
||||
Total
|
$
|
270,423
|
|
|
$
|
22,717
|
|
|
$
|
(286
|
)
|
|
$
|
292,854
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
$
|
4,369
|
|
|
$
|
306
|
|
|
$
|
—
|
|
|
$
|
4,675
|
|
Obligations of states and political subdivisions
|
274,748
|
|
|
15,595
|
|
|
(505
|
)
|
|
289,838
|
|
||||
Total
|
$
|
279,117
|
|
|
$
|
15,901
|
|
|
$
|
(505
|
)
|
|
$
|
294,513
|
|
|
Amortized Cost
|
|
Estimated Fair Value
|
||||
Due in 1 year or less
|
$
|
1,645
|
|
|
$
|
1,653
|
|
Due in 1 to 5 years
|
15,892
|
|
|
16,181
|
|
||
Due in 5 to 10 years
|
87,334
|
|
|
90,004
|
|
||
Due after 10 years
|
212,770
|
|
|
224,515
|
|
||
Total debt securities
|
317,641
|
|
|
332,353
|
|
||
Mortgage-backed securities
|
1,226,085
|
|
|
1,220,732
|
|
||
Equity securities
|
13,158
|
|
|
13,507
|
|
||
Total investment securities
|
$
|
1,556,884
|
|
|
$
|
1,566,592
|
|
|
Amortized Cost
|
|
Estimated Fair Value
|
||||
Due in 1 year or less
|
$
|
4,380
|
|
|
$
|
4,448
|
|
Due in 1 to 5 years
|
14,327
|
|
|
15,170
|
|
||
Due in 5 to 10 years
|
87,072
|
|
|
92,495
|
|
||
Due after 10 years
|
164,644
|
|
|
180,741
|
|
||
Total debt securities
|
270,423
|
|
|
292,854
|
|
||
Mortgage-backed securities
|
—
|
|
|
—
|
|
||
Total investment securities
|
$
|
270,423
|
|
|
$
|
292,854
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Proceeds from sales
|
$
|
318,927
|
|
|
$
|
270,688
|
|
|
$
|
622,375
|
|
|
$
|
526,026
|
|
Gross security gains
|
5,095
|
|
|
3,819
|
|
|
9,653
|
|
|
8,441
|
|
||||
Gross security losses
|
473
|
|
|
709
|
|
|
1,155
|
|
|
978
|
|
Securities available for sale
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government corporations and agencies
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage-backed securities
|
517,699
|
|
|
(14,569
|
)
|
|
144,275
|
|
|
(4,560
|
)
|
|
661,974
|
|
|
(19,129
|
)
|
||||||
Obligations of states and political subdivisions
|
2,236
|
|
|
(43
|
)
|
|
255
|
|
|
(1
|
)
|
|
2,491
|
|
|
(44
|
)
|
||||||
Corporate debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total debt securities
|
519,935
|
|
|
(14,612
|
)
|
|
144,530
|
|
|
(4,561
|
)
|
|
664,465
|
|
|
(19,173
|
)
|
||||||
Equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total temporarily impaired securities
|
$
|
519,935
|
|
|
$
|
(14,612
|
)
|
|
$
|
144,530
|
|
|
$
|
(4,561
|
)
|
|
$
|
664,465
|
|
|
$
|
(19,173
|
)
|
December 31, 2015
|
|||||||||||||||||||||||
U.S. government corporations and agencies
|
$
|
22,359
|
|
|
$
|
(103
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,359
|
|
|
$
|
(103
|
)
|
Mortgage-backed securities
|
724,330
|
|
|
(15,523
|
)
|
|
139,562
|
|
|
(5,361
|
)
|
|
863,892
|
|
|
(20,884
|
)
|
||||||
Obligations of states and political subdivisions
|
68,482
|
|
|
(896
|
)
|
|
7,460
|
|
|
(191
|
)
|
|
75,942
|
|
|
(1,087
|
)
|
||||||
Corporate debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total debt securities
|
815,171
|
|
|
(16,522
|
)
|
|
147,022
|
|
|
(5,552
|
)
|
|
962,193
|
|
|
(22,074
|
)
|
||||||
Equity securities
|
6,566
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
6,566
|
|
|
(44
|
)
|
||||||
Total temporarily impaired securities
|
$
|
821,737
|
|
|
$
|
(16,566
|
)
|
|
$
|
147,022
|
|
|
$
|
(5,552
|
)
|
|
$
|
968,759
|
|
|
$
|
(22,118
|
)
|
Securities held to maturity
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations of states and political subdivisions
|
1,388
|
|
|
(3
|
)
|
|
1,131
|
|
|
(283
|
)
|
|
2,519
|
|
|
(286
|
)
|
||||||
Total temporarily impaired securities
|
$
|
1,388
|
|
|
$
|
(3
|
)
|
|
$
|
1,131
|
|
|
$
|
(283
|
)
|
|
$
|
2,519
|
|
|
$
|
(286
|
)
|
December 31, 2015
|
|||||||||||||||||||||||
Obligations of states and political subdivisions
|
3,646
|
|
|
(12
|
)
|
|
18,033
|
|
|
(493
|
)
|
|
21,679
|
|
|
(505
|
)
|
||||||
Total temporarily impaired securities
|
$
|
3,646
|
|
|
$
|
(12
|
)
|
|
$
|
18,033
|
|
|
$
|
(493
|
)
|
|
$
|
21,679
|
|
|
$
|
(505
|
)
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Recorded as part of gross realized losses:
|
|
|
|
|
|
|
|
||||||||
Credit related OTTI
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Intent to sell OTTI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total recorded as part of gross realized losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Recorded directly to AOCI for non-credit related impairment:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Reduction of non-credit related impairment related to security sales
|
—
|
|
|
—
|
|
|
(120
|
)
|
|
—
|
|
||||
Accretion of non-credit related impairment
|
—
|
|
|
(24
|
)
|
|
(7
|
)
|
|
(48
|
)
|
||||
Total changes to AOCI for non-credit related impairment
|
—
|
|
|
(24
|
)
|
|
(127
|
)
|
|
(48
|
)
|
||||
Total OTTI losses (accretion) recorded on debt securities, net
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
(127
|
)
|
|
$
|
(48
|
)
|
|
|
|
|
|
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Loans and leases receivable held to maturity:
|
|
|
|
||||
Commercial
|
$
|
1,287,301
|
|
|
$
|
1,279,214
|
|
Commercial real estate
|
2,643,578
|
|
|
2,326,360
|
|
||
Agricultural and agricultural real estate
|
480,883
|
|
|
471,870
|
|
||
Residential real estate
|
644,267
|
|
|
539,555
|
|
||
Consumer
|
428,730
|
|
|
386,867
|
|
||
Gross loans and leases receivable held to maturity
|
5,484,759
|
|
|
5,003,866
|
|
||
Unearned discount
|
(686
|
)
|
|
(488
|
)
|
||
Deferred loan fees
|
(1,815
|
)
|
|
(1,892
|
)
|
||
Total net loans and leases receivable held to maturity
|
5,482,258
|
|
|
5,001,486
|
|
||
Allowance for loan and lease losses
|
(51,756
|
)
|
|
(48,685
|
)
|
||
Loans and leases receivable, net
|
$
|
5,430,502
|
|
|
$
|
4,952,801
|
|
|
Allowance For Loan and Lease Losses
|
|
Gross Loans and Leases Receivable Held to Maturity
|
||||||||||||||||||||
|
Ending Balance
Under ASC
310-10-35
|
|
Ending Balance
Under ASC
450-20
|
|
Total
|
|
Ending Balance Evaluated for Impairment
Under ASC
310-10-35
|
|
Ending Balance Evaluated for Impairment
Under ASC
450-20
|
|
Total
|
||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
$
|
1,342
|
|
|
$
|
14,183
|
|
|
$
|
15,525
|
|
|
$
|
7,985
|
|
|
$
|
1,279,316
|
|
|
$
|
1,287,301
|
|
Commercial real estate
|
2,780
|
|
|
20,188
|
|
|
22,968
|
|
|
53,481
|
|
|
2,590,097
|
|
|
2,643,578
|
|
||||||
Agricultural and agricultural real estate
|
6
|
|
|
4,094
|
|
|
4,100
|
|
|
14,359
|
|
|
466,524
|
|
|
480,883
|
|
||||||
Residential real estate
|
446
|
|
|
1,619
|
|
|
2,065
|
|
|
21,710
|
|
|
622,557
|
|
|
644,267
|
|
||||||
Consumer
|
1,351
|
|
|
5,747
|
|
|
7,098
|
|
|
5,708
|
|
|
423,022
|
|
|
428,730
|
|
||||||
Total
|
$
|
5,925
|
|
|
$
|
45,831
|
|
|
$
|
51,756
|
|
|
$
|
103,243
|
|
|
$
|
5,381,516
|
|
|
$
|
5,484,759
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
$
|
471
|
|
|
$
|
15,624
|
|
|
$
|
16,095
|
|
|
$
|
6,919
|
|
|
$
|
1,272,295
|
|
|
$
|
1,279,214
|
|
Commercial real estate
|
698
|
|
|
18,834
|
|
|
19,532
|
|
|
45,442
|
|
|
2,280,918
|
|
|
2,326,360
|
|
||||||
Agricultural and agricultural real estate
|
—
|
|
|
3,887
|
|
|
3,887
|
|
|
4,612
|
|
|
467,258
|
|
|
471,870
|
|
||||||
Residential real estate
|
393
|
|
|
1,541
|
|
|
1,934
|
|
|
17,790
|
|
|
521,765
|
|
|
539,555
|
|
||||||
Consumer
|
1,206
|
|
|
6,031
|
|
|
7,237
|
|
|
5,458
|
|
|
381,409
|
|
|
386,867
|
|
||||||
Total
|
$
|
2,768
|
|
|
$
|
45,917
|
|
|
$
|
48,685
|
|
|
$
|
80,221
|
|
|
$
|
4,923,645
|
|
|
$
|
5,003,866
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Nonaccrual loans
|
$
|
55,732
|
|
|
$
|
37,874
|
|
Nonaccrual troubled debt restructured loans
|
1,321
|
|
|
1,781
|
|
||
Total nonaccrual loans
|
$
|
57,053
|
|
|
$
|
39,655
|
|
Accruing loans past due 90 days or more
|
$
|
—
|
|
|
$
|
—
|
|
Performing troubled debt restructured loans
|
$
|
9,923
|
|
|
$
|
11,075
|
|
|
Three Months Ended
June 30, |
||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||
|
Number
of Loans |
|
Pre-
Modification Recorded Investment |
|
Post-
Modification Recorded Investment |
|
Number
of Loans |
|
Pre-
Modification Recorded Investment |
|
Post-
Modification Recorded Investment |
||||||||||
Commercial
|
1
|
|
|
$
|
100
|
|
|
$
|
100
|
|
|
1
|
|
|
$
|
830
|
|
|
$
|
830
|
|
Commercial real estate
|
1
|
|
|
179
|
|
|
179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total commercial and commercial real estate
|
2
|
|
|
279
|
|
|
279
|
|
|
1
|
|
|
830
|
|
|
830
|
|
||||
Agricultural and agricultural real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
311
|
|
|
311
|
|
||||
Residential real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
2
|
|
|
$
|
279
|
|
|
$
|
279
|
|
|
2
|
|
|
$
|
1,141
|
|
|
$
|
1,141
|
|
|
Six Months Ended
June 30, |
||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||
|
Number
of Loans
|
|
Pre-
Modification
Recorded
Investment
|
|
Post-
Modification
Recorded
Investment
|
|
Number
of Loans
|
|
Pre-
Modification
Recorded
Investment
|
|
Post-
Modification
Recorded
Investment
|
||||||||||
Commercial
|
1
|
|
|
$
|
100
|
|
|
$
|
100
|
|
|
1
|
|
|
$
|
830
|
|
|
$
|
830
|
|
Commercial real estate
|
1
|
|
|
179
|
|
|
179
|
|
|
1
|
|
|
3,992
|
|
|
3,992
|
|
||||
Total commercial and commercial real estate
|
2
|
|
|
279
|
|
|
279
|
|
|
2
|
|
|
4,822
|
|
|
4,822
|
|
||||
Agricultural and agricultural real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
311
|
|
|
311
|
|
||||
Residential real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
2
|
|
|
$
|
279
|
|
|
$
|
279
|
|
|
3
|
|
|
$
|
5,133
|
|
|
$
|
5,133
|
|
|
With Payment Defaults During the Following Periods
|
||||||||||||
|
Three Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
Number of Loans
|
|
Recorded Investment
|
|
Number of Loans
|
|
Recorded Investment
|
||||||
Commercial
|
1
|
|
|
$
|
100
|
|
|
—
|
|
|
$
|
—
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total commercial and commercial real estate
|
1
|
|
|
100
|
|
|
—
|
|
|
—
|
|
||
Agricultural and agricultural real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Residential real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
1
|
|
|
$
|
100
|
|
|
—
|
|
|
$
|
—
|
|
|
With Payment Defaults During the Following Periods
|
||||||||||||
|
Six Months Ended
June 30,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
Number of Loans
|
|
Recorded Investment
|
|
Number of Loans
|
|
Recorded Investment
|
||||||
Commercial
|
1
|
|
|
$
|
100
|
|
|
—
|
|
|
$
|
—
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total commercial and commercial real estate
|
1
|
|
|
100
|
|
|
—
|
|
|
—
|
|
||
Agricultural and agricultural real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Residential real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
1
|
|
|
$
|
100
|
|
|
—
|
|
|
$
|
—
|
|
|
Pass
|
|
Nonpass
|
|
Total
|
||||||
June 30, 2016
|
|
|
|
|
|
||||||
Commercial
|
$
|
1,154,318
|
|
|
$
|
132,983
|
|
|
$
|
1,287,301
|
|
Commercial real estate
|
2,438,572
|
|
|
205,006
|
|
|
2,643,578
|
|
|||
Total commercial and commercial real estate
|
3,592,890
|
|
|
337,989
|
|
|
3,930,879
|
|
|||
Agricultural and agricultural real estate
|
431,671
|
|
|
49,212
|
|
|
480,883
|
|
|||
Residential real estate
|
615,626
|
|
|
28,641
|
|
|
644,267
|
|
|||
Consumer
|
418,251
|
|
|
10,479
|
|
|
428,730
|
|
|||
Total gross loans and leases receivable held to maturity
|
$
|
5,058,438
|
|
|
$
|
426,321
|
|
|
$
|
5,484,759
|
|
December 31, 2015
|
|
|
|
|
|
||||||
Commercial
|
$
|
1,106,276
|
|
|
$
|
172,938
|
|
|
$
|
1,279,214
|
|
Commercial real estate
|
2,107,474
|
|
|
218,886
|
|
|
2,326,360
|
|
|||
Total commercial and commercial real estate
|
3,213,750
|
|
|
391,824
|
|
|
3,605,574
|
|
|||
Agricultural and agricultural real estate
|
435,745
|
|
|
36,125
|
|
|
471,870
|
|
|||
Residential real estate
|
515,195
|
|
|
24,360
|
|
|
539,555
|
|
|||
Consumer
|
377,173
|
|
|
9,694
|
|
|
386,867
|
|
|||
Total gross loans and leases receivable held to maturity
|
$
|
4,541,863
|
|
|
$
|
462,003
|
|
|
$
|
5,003,866
|
|
|
Accruing Loans and Leases
|
|
|
|
|
||||||||||||||||||||||
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due |
|
90 Days or
More
Past Due
|
|
Total
Past Due
|
|
Current
|
|
Nonaccrual
|
|
Total Loans
and Leases
|
||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
1,714
|
|
|
$
|
823
|
|
|
$
|
—
|
|
|
$
|
2,537
|
|
|
$
|
1,279,293
|
|
|
$
|
5,471
|
|
|
$
|
1,287,301
|
|
Commercial real estate
|
17,469
|
|
|
12,058
|
|
|
—
|
|
|
29,527
|
|
|
2,595,224
|
|
|
18,827
|
|
|
2,643,578
|
|
|||||||
Total commercial and commercial real estate
|
19,183
|
|
|
12,881
|
|
|
—
|
|
|
32,064
|
|
|
3,874,517
|
|
|
24,298
|
|
|
3,930,879
|
|
|||||||
Agricultural and agricultural real estate
|
1,108
|
|
|
133
|
|
|
—
|
|
|
1,241
|
|
|
468,819
|
|
|
10,823
|
|
|
480,883
|
|
|||||||
Residential real estate
|
1,554
|
|
|
17
|
|
|
—
|
|
|
1,571
|
|
|
624,327
|
|
|
18,369
|
|
|
644,267
|
|
|||||||
Consumer
|
4,058
|
|
|
949
|
|
|
—
|
|
|
5,007
|
|
|
420,160
|
|
|
3,563
|
|
|
428,730
|
|
|||||||
Total gross loans and leases receivable held to maturity
|
$
|
25,903
|
|
|
$
|
13,980
|
|
|
$
|
—
|
|
|
$
|
39,883
|
|
|
$
|
5,387,823
|
|
|
$
|
57,053
|
|
|
$
|
5,484,759
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
2,005
|
|
|
$
|
608
|
|
|
$
|
—
|
|
|
$
|
2,613
|
|
|
$
|
1,273,678
|
|
|
$
|
2,923
|
|
|
$
|
1,279,214
|
|
Commercial real estate
|
3,549
|
|
|
2,077
|
|
|
—
|
|
|
5,626
|
|
|
2,302,052
|
|
|
18,682
|
|
|
2,326,360
|
|
|||||||
Total commercial and commercial real estate
|
5,554
|
|
|
2,685
|
|
|
—
|
|
|
8,239
|
|
|
3,575,730
|
|
|
21,605
|
|
|
3,605,574
|
|
|||||||
Agricultural and agricultural real estate
|
143
|
|
|
54
|
|
|
—
|
|
|
197
|
|
|
470,455
|
|
|
1,218
|
|
|
471,870
|
|
|||||||
Residential real estate
|
1,900
|
|
|
115
|
|
|
—
|
|
|
2,015
|
|
|
523,915
|
|
|
13,625
|
|
|
539,555
|
|
|||||||
Consumer
|
3,964
|
|
|
933
|
|
|
—
|
|
|
4,897
|
|
|
378,763
|
|
|
3,207
|
|
|
386,867
|
|
|||||||
Total gross loans and leases receivable held to maturity
|
$
|
11,561
|
|
|
$
|
3,787
|
|
|
$
|
—
|
|
|
$
|
15,348
|
|
|
$
|
4,948,863
|
|
|
$
|
39,655
|
|
|
$
|
5,003,866
|
|
|
Unpaid
Contractual
Balance
|
|
Loan
Balance
|
|
Related
Allowance
Recorded
|
|
Quarter-
to-
Date
Avg.
Loan
Balance
|
|
Quarter-
to-
Date
Interest
Income
Recognized
|
|
Year-
to-
Date
Avg.
Loan
Balance
|
|
Year-
to-
Date
Interest
Income
Recognized
|
||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Impaired loans with a related allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
2,664
|
|
|
$
|
2,664
|
|
|
$
|
1,342
|
|
|
$
|
3,598
|
|
|
$
|
8
|
|
|
$
|
2,857
|
|
|
$
|
14
|
|
Commercial real estate
|
16,106
|
|
|
16,106
|
|
|
2,780
|
|
|
7,823
|
|
|
208
|
|
|
6,037
|
|
|
213
|
|
|||||||
Total commercial and commercial real estate
|
18,770
|
|
|
18,770
|
|
|
4,122
|
|
|
11,421
|
|
|
216
|
|
|
8,894
|
|
|
227
|
|
|||||||
Agricultural and agricultural real estate
|
111
|
|
|
111
|
|
|
6
|
|
|
36
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|||||||
Residential real estate
|
3,792
|
|
|
3,706
|
|
|
446
|
|
|
3,351
|
|
|
3
|
|
|
3,127
|
|
|
7
|
|
|||||||
Consumer
|
3,185
|
|
|
3,185
|
|
|
1,351
|
|
|
3,359
|
|
|
6
|
|
|
3,277
|
|
|
15
|
|
|||||||
Total impaired loans with a related allowance
|
$
|
25,858
|
|
|
$
|
25,772
|
|
|
$
|
5,925
|
|
|
$
|
18,167
|
|
|
$
|
225
|
|
|
$
|
15,316
|
|
|
$
|
249
|
|
Impaired loans without a related allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
5,332
|
|
|
$
|
5,321
|
|
|
$
|
—
|
|
|
$
|
4,709
|
|
|
$
|
91
|
|
|
$
|
7,281
|
|
|
$
|
261
|
|
Commercial real estate
|
38,783
|
|
|
37,375
|
|
|
—
|
|
|
38,928
|
|
|
380
|
|
|
42,830
|
|
|
785
|
|
|||||||
Total commercial and commercial real estate
|
44,115
|
|
|
42,696
|
|
|
—
|
|
|
43,637
|
|
|
471
|
|
|
50,111
|
|
|
1,046
|
|
|||||||
Agricultural and agricultural real estate
|
14,248
|
|
|
14,248
|
|
|
—
|
|
|
14,031
|
|
|
—
|
|
|
10,700
|
|
|
94
|
|
|||||||
Residential real estate
|
18,137
|
|
|
18,004
|
|
|
—
|
|
|
17,050
|
|
|
49
|
|
|
17,082
|
|
|
81
|
|
|||||||
Consumer
|
2,538
|
|
|
2,523
|
|
|
—
|
|
|
2,337
|
|
|
11
|
|
|
2,651
|
|
|
20
|
|
|||||||
Total impaired loans without a related allowance
|
$
|
79,038
|
|
|
$
|
77,471
|
|
|
$
|
—
|
|
|
$
|
77,055
|
|
|
$
|
531
|
|
|
$
|
80,544
|
|
|
$
|
1,241
|
|
Total impaired loans held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
7,996
|
|
|
$
|
7,985
|
|
|
$
|
1,342
|
|
|
$
|
8,307
|
|
|
$
|
99
|
|
|
$
|
10,138
|
|
|
$
|
275
|
|
Commercial real estate
|
54,889
|
|
|
53,481
|
|
|
2,780
|
|
|
46,751
|
|
|
588
|
|
|
48,867
|
|
|
998
|
|
|||||||
Total commercial and commercial real estate
|
62,885
|
|
|
61,466
|
|
|
4,122
|
|
|
55,058
|
|
|
687
|
|
|
59,005
|
|
|
1,273
|
|
|||||||
Agricultural and agricultural real estate
|
14,359
|
|
|
14,359
|
|
|
6
|
|
|
14,067
|
|
|
—
|
|
|
10,718
|
|
|
94
|
|
|||||||
Residential real estate
|
21,929
|
|
|
21,710
|
|
|
446
|
|
|
20,401
|
|
|
52
|
|
|
20,209
|
|
|
88
|
|
|||||||
Consumer
|
5,723
|
|
|
5,708
|
|
|
1,351
|
|
|
5,696
|
|
|
17
|
|
|
5,928
|
|
|
35
|
|
|||||||
Total impaired loans held to maturity
|
$
|
104,896
|
|
|
$
|
103,243
|
|
|
$
|
5,925
|
|
|
$
|
95,222
|
|
|
$
|
756
|
|
|
$
|
95,860
|
|
|
$
|
1,490
|
|
|
Unpaid
Contractual
Balance
|
|
Loan
Balance
|
|
Related
Allowance
Recorded
|
|
Year-to-
Date
Avg.
Loan
Balance
|
|
Year-to-
Date
Interest
Income
Recognized
|
||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Impaired loans with a related allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
1,192
|
|
|
$
|
1,160
|
|
|
$
|
471
|
|
|
$
|
524
|
|
|
$
|
12
|
|
Commercial real estate
|
2,697
|
|
|
2,697
|
|
|
698
|
|
|
2,539
|
|
|
19
|
|
|||||
Total commercial and commercial real estate
|
3,889
|
|
|
3,857
|
|
|
1,169
|
|
|
3,063
|
|
|
31
|
|
|||||
Agricultural and agricultural real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
2,823
|
|
|
—
|
|
|||||
Residential real estate
|
2,210
|
|
|
2,125
|
|
|
393
|
|
|
2,524
|
|
|
16
|
|
|||||
Consumer
|
3,111
|
|
|
3,111
|
|
|
1,206
|
|
|
2,877
|
|
|
33
|
|
|||||
Total impaired loans with a related allowance
|
$
|
9,210
|
|
|
$
|
9,093
|
|
|
$
|
2,768
|
|
|
$
|
11,287
|
|
|
$
|
80
|
|
Impaired loans without a related allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
5,784
|
|
|
$
|
5,759
|
|
|
$
|
—
|
|
|
$
|
7,511
|
|
|
$
|
515
|
|
Commercial real estate
|
46,099
|
|
|
42,745
|
|
|
—
|
|
|
38,444
|
|
|
1,395
|
|
|||||
Total commercial and commercial real estate
|
51,883
|
|
|
48,504
|
|
|
—
|
|
|
45,955
|
|
|
1,910
|
|
|||||
Agricultural and agricultural real estate
|
4,612
|
|
|
4,612
|
|
|
—
|
|
|
2,287
|
|
|
175
|
|
|||||
Residential real estate
|
15,802
|
|
|
15,665
|
|
|
—
|
|
|
10,186
|
|
|
145
|
|
|||||
Consumer
|
2,347
|
|
|
2,347
|
|
|
—
|
|
|
2,403
|
|
|
38
|
|
|||||
Total impaired loans without a related allowance
|
$
|
74,644
|
|
|
$
|
71,128
|
|
|
$
|
—
|
|
|
$
|
60,831
|
|
|
$
|
2,268
|
|
Total impaired loans held to maturity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
6,976
|
|
|
$
|
6,919
|
|
|
$
|
471
|
|
|
$
|
8,035
|
|
|
$
|
527
|
|
Commercial real estate
|
48,796
|
|
|
45,442
|
|
|
698
|
|
|
40,983
|
|
|
1,414
|
|
|||||
Total commercial and commercial real estate
|
55,772
|
|
|
52,361
|
|
|
1,169
|
|
|
49,018
|
|
|
1,941
|
|
|||||
Agricultural and agricultural real estate
|
4,612
|
|
|
4,612
|
|
|
—
|
|
|
5,110
|
|
|
175
|
|
|||||
Residential real estate
|
18,012
|
|
|
17,790
|
|
|
393
|
|
|
12,710
|
|
|
161
|
|
|||||
Consumer
|
5,458
|
|
|
5,458
|
|
|
1,206
|
|
|
5,280
|
|
|
71
|
|
|||||
Total impaired loans held to maturity
|
$
|
83,854
|
|
|
$
|
80,221
|
|
|
$
|
2,768
|
|
|
$
|
72,118
|
|
|
$
|
2,348
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Impaired
Purchased Loans |
|
Non Impaired
Purchased Loans |
|
Total
Purchased
Loans
|
|
Impaired
Purchased Loans |
|
Non Impaired
Purchased Loans |
|
Total
Purchased
Loans
|
||||||||||||
Commercial
|
$
|
3,261
|
|
|
$
|
154,959
|
|
|
$
|
158,220
|
|
|
$
|
—
|
|
|
$
|
159,393
|
|
|
$
|
159,393
|
|
Commercial real estate
|
4,071
|
|
|
762,523
|
|
|
766,594
|
|
|
7,716
|
|
|
494,010
|
|
|
501,726
|
|
||||||
Agricultural and agricultural real estate
|
—
|
|
|
771
|
|
|
771
|
|
|
—
|
|
|
2,985
|
|
|
2,985
|
|
||||||
Residential real estate
|
236
|
|
|
187,274
|
|
|
187,510
|
|
|
—
|
|
|
85,549
|
|
|
85,549
|
|
||||||
Consumer loans
|
—
|
|
|
57,073
|
|
|
57,073
|
|
|
—
|
|
|
33,644
|
|
|
33,644
|
|
||||||
Total Loans
|
$
|
7,568
|
|
|
$
|
1,162,600
|
|
|
$
|
1,170,168
|
|
|
$
|
7,716
|
|
|
$
|
775,581
|
|
|
$
|
783,297
|
|
|
Commercial
|
|
Commercial
Real Estate
|
|
Agricultural
|
|
Residential
Real Estate
|
|
Consumer
|
|
Total
|
||||||||||||
Balance at March 31, 2016
|
$
|
16,374
|
|
|
$
|
20,495
|
|
|
$
|
4,028
|
|
|
$
|
1,851
|
|
|
$
|
6,990
|
|
|
$
|
49,738
|
|
Charge-offs
|
(249
|
)
|
|
(1,103
|
)
|
|
—
|
|
|
(105
|
)
|
|
(1,494
|
)
|
|
(2,951
|
)
|
||||||
Recoveries
|
143
|
|
|
2,443
|
|
|
4
|
|
|
4
|
|
|
257
|
|
|
2,851
|
|
||||||
Provision
|
(743
|
)
|
|
1,133
|
|
|
68
|
|
|
315
|
|
|
1,345
|
|
|
2,118
|
|
||||||
Balance at June 30, 2016
|
$
|
15,525
|
|
|
$
|
22,968
|
|
|
$
|
4,100
|
|
|
$
|
2,065
|
|
|
$
|
7,098
|
|
|
$
|
51,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Commercial
|
|
Commercial
Real Estate
|
|
Agricultural
|
|
Residential
Real Estate
|
|
Consumer
|
|
Total
|
||||||||||||
Balance at December 31, 2015
|
$
|
16,095
|
|
|
$
|
19,532
|
|
|
$
|
3,887
|
|
|
$
|
1,934
|
|
|
$
|
7,237
|
|
|
$
|
48,685
|
|
Charge-offs
|
(347
|
)
|
|
(1,415
|
)
|
|
—
|
|
|
(142
|
)
|
|
(2,652
|
)
|
|
(4,556
|
)
|
||||||
Recoveries
|
319
|
|
|
2,589
|
|
|
7
|
|
|
24
|
|
|
503
|
|
|
3,442
|
|
||||||
Provision
|
(542
|
)
|
|
2,262
|
|
|
206
|
|
|
249
|
|
|
2,010
|
|
|
4,185
|
|
||||||
Balance at June 30, 2016
|
$
|
15,525
|
|
|
$
|
22,968
|
|
|
$
|
4,100
|
|
|
$
|
2,065
|
|
|
$
|
7,098
|
|
|
$
|
51,756
|
|
|
Commercial
|
|
Commercial
Real Estate
|
|
Agricultural
|
|
Residential
Real Estate
|
|
Consumer
|
|
Total
|
||||||||||||
Balance at March 31, 2015
|
$
|
11,688
|
|
|
$
|
16,635
|
|
|
$
|
3,216
|
|
|
$
|
3,745
|
|
|
$
|
6,570
|
|
|
$
|
41,854
|
|
Charge-offs
|
(682
|
)
|
|
(371
|
)
|
|
(275
|
)
|
|
(55
|
)
|
|
(1,351
|
)
|
|
(2,734
|
)
|
||||||
Recoveries
|
111
|
|
|
370
|
|
|
2
|
|
|
70
|
|
|
267
|
|
|
820
|
|
||||||
Provision
|
1,947
|
|
|
974
|
|
|
733
|
|
|
339
|
|
|
1,681
|
|
|
5,674
|
|
||||||
Balance at June 30, 2015
|
$
|
13,064
|
|
|
$
|
17,608
|
|
|
$
|
3,676
|
|
|
$
|
4,099
|
|
|
$
|
7,167
|
|
|
$
|
45,614
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Commercial
|
|
Commercial
Real Estate
|
|
Agricultural
|
|
Residential
Real Estate
|
|
Consumer
|
|
Total
|
||||||||||||
Balance at December 31, 2014
|
$
|
11,909
|
|
|
$
|
15,898
|
|
|
$
|
3,295
|
|
|
$
|
3,741
|
|
|
$
|
6,606
|
|
|
$
|
41,449
|
|
Charge-offs
|
(956
|
)
|
|
(704
|
)
|
|
(551
|
)
|
|
(113
|
)
|
|
(2,414
|
)
|
|
(4,738
|
)
|
||||||
Recoveries
|
431
|
|
|
496
|
|
|
24
|
|
|
107
|
|
|
500
|
|
|
1,558
|
|
||||||
Provision
|
1,680
|
|
|
1,918
|
|
|
908
|
|
|
364
|
|
|
2,475
|
|
|
7,345
|
|
||||||
Balance at June 30, 2015
|
$
|
13,064
|
|
|
$
|
17,608
|
|
|
$
|
3,676
|
|
|
$
|
4,099
|
|
|
$
|
7,167
|
|
|
$
|
45,614
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Core deposit intangibles
|
$
|
43,504
|
|
|
$
|
18,632
|
|
|
$
|
24,872
|
|
|
$
|
37,118
|
|
|
$
|
15,460
|
|
|
$
|
21,658
|
|
Mortgage servicing rights
|
48,355
|
|
|
17,068
|
|
|
31,287
|
|
|
45,744
|
|
|
15,430
|
|
|
30,314
|
|
||||||
Customer relationship intangible
|
1,177
|
|
|
836
|
|
|
341
|
|
|
1,177
|
|
|
815
|
|
|
362
|
|
||||||
Commercial servicing rights
|
6,280
|
|
|
1,913
|
|
|
4,367
|
|
|
5,685
|
|
|
1,074
|
|
|
4,611
|
|
||||||
Total
|
$
|
99,316
|
|
|
$
|
38,449
|
|
|
$
|
60,867
|
|
|
$
|
89,724
|
|
|
$
|
32,779
|
|
|
$
|
56,945
|
|
|
Core
Deposit
Intangibles
|
|
Mortgage
Servicing
Rights
|
|
Customer
Relationship
Intangible
|
|
Commercial
Servicing
Rights
|
|
Total
|
||||||||||
Six months ending December 31, 2016
|
$
|
2,460
|
|
|
$
|
5,135
|
|
|
$
|
20
|
|
|
$
|
492
|
|
|
$
|
8,107
|
|
Year ending December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
4,419
|
|
|
6,538
|
|
|
40
|
|
|
951
|
|
|
11,948
|
|
|||||
2018
|
3,909
|
|
|
5,604
|
|
|
39
|
|
|
858
|
|
|
10,410
|
|
|||||
2019
|
3,426
|
|
|
4,670
|
|
|
37
|
|
|
694
|
|
|
8,827
|
|
|||||
2020
|
2,981
|
|
|
3,736
|
|
|
37
|
|
|
503
|
|
|
7,257
|
|
|||||
2021
|
2,463
|
|
|
2,802
|
|
|
36
|
|
|
429
|
|
|
5,730
|
|
|||||
Thereafter
|
5,214
|
|
|
2,802
|
|
|
132
|
|
|
440
|
|
|
8,588
|
|
|||||
Total
|
$
|
24,872
|
|
|
$
|
31,287
|
|
|
$
|
341
|
|
|
$
|
4,367
|
|
|
$
|
60,867
|
|
|
2016
|
|
2015
|
||||
Balance at January 1,
|
$
|
30,314
|
|
|
$
|
24,984
|
|
Originations
|
5,799
|
|
|
7,015
|
|
||
Amortization
|
(4,826
|
)
|
|
(4,360
|
)
|
||
Balance at June 30,
|
$
|
31,287
|
|
|
$
|
27,639
|
|
Fair value of mortgage servicing rights
|
$
|
39,881
|
|
|
$
|
36,971
|
|
Mortgage servicing rights, net to servicing portfolio
|
0.74
|
%
|
|
0.73
|
%
|
|
2016
|
|
2015
|
||||
Balance at January 1,
|
$
|
4,611
|
|
|
$
|
—
|
|
Purchased commercial servicing rights
|
190
|
|
|
4,255
|
|
||
Originations
|
404
|
|
|
141
|
|
||
Amortization
|
(792
|
)
|
|
(452
|
)
|
||
Valuation allowance on commercial servicing rights
|
(46
|
)
|
|
—
|
|
||
Balance at June 30,
|
$
|
4,367
|
|
|
$
|
3,944
|
|
Fair value of commercial servicing rights
|
$
|
4,791
|
|
|
$
|
4,429
|
|
Commercial servicing rights, net to servicing portfolio
|
2.44
|
%
|
|
2.87
|
%
|
June 30, 2016
|
Book Value-
Less than
20 Years
|
|
Fair Value-
Less than
20 Years
|
|
Impairment-
Less than
20 Years
|
|
Book Value-
More than
20 Years
|
|
Fair Value-
More than
20 Years
|
|
Impairment-
More than
20 Years
|
||||||||||||
Centennial Bank and Trust
|
$
|
28
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
140
|
|
|
$
|
148
|
|
|
$
|
—
|
|
Premier Valley Bank
|
191
|
|
|
208
|
|
|
—
|
|
|
387
|
|
|
349
|
|
|
38
|
|
||||||
Wisconsin Bank & Trust
|
917
|
|
|
909
|
|
|
8
|
|
|
2,750
|
|
|
3,147
|
|
|
—
|
|
||||||
Total
|
$
|
1,136
|
|
|
$
|
1,147
|
|
|
$
|
8
|
|
|
$
|
3,277
|
|
|
$
|
3,644
|
|
|
$
|
38
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Centennial Bank and Trust
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Premier Valley Bank
|
189
|
|
|
200
|
|
|
—
|
|
|
417
|
|
|
432
|
|
|
—
|
|
||||||
Wisconsin Bank & Trust
|
1,048
|
|
|
1,097
|
|
|
—
|
|
|
2,957
|
|
|
3,173
|
|
|
—
|
|
||||||
Total
|
$
|
1,237
|
|
|
$
|
1,297
|
|
|
$
|
—
|
|
|
$
|
3,374
|
|
|
$
|
3,605
|
|
|
$
|
—
|
|
|
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)
|
||||||
Three Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
$
|
(1,579
|
)
|
|
Interest expense
|
|
$
|
(465
|
)
|
|
Other income
|
|
$
|
—
|
|
Six Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
$
|
(4,496
|
)
|
|
Interest expense
|
|
$
|
(971
|
)
|
|
Other income
|
|
$
|
—
|
|
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
$
|
2,068
|
|
|
Interest expense
|
|
$
|
(559
|
)
|
|
Other income
|
|
$
|
—
|
|
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
$
|
1,178
|
|
|
Interest expense
|
|
$
|
(1,123
|
)
|
|
Other income
|
|
$
|
—
|
|
|
Notional Amount
|
|
Fair Value
|
|
Balance Sheet Category
|
||||
June 30, 2016
|
|
|
|
|
|
||||
Fair value hedges
|
$
|
41,200
|
|
|
$
|
(4,681
|
)
|
|
Other liabilities
|
December 31, 2015
|
|
|
|
|
|
||||
Fair value hedges
|
$
|
13,805
|
|
|
$
|
(621
|
)
|
|
Other liabilities
|
|
|
Amount of Gain (Loss)
|
|
Income Statement Category
|
||
Three Months Ended June 30, 2016
|
|
|
|
|
||
Fair value hedges
|
|
$
|
(888
|
)
|
|
Interest income
|
Six Months Ended June 30, 2016
|
|
|
|
|
||
Fair value hedges
|
|
$
|
(2,110
|
)
|
|
Interest income
|
Three Months Ended June 30, 2015
|
|
|
|
|
||
Fair value hedges
|
|
$
|
—
|
|
|
Interest income
|
Six Months Ended June 30, 2015
|
|
|
|
|
||
Fair value hedges
|
|
$
|
—
|
|
|
Interest income
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance
Sheet
Category
|
|
Income
Statement
Category
|
|
Quarter-to-Date
Gain (Loss)
Recognized
|
|
Year-to-Date
Gain (Loss) Recognized |
||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Embedded derivatives
|
$
|
14,786
|
|
|
$
|
1,990
|
|
|
Other assets
|
|
Other noninterest income
|
|
$
|
144
|
|
|
$
|
416
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Embedded derivatives
|
$
|
15,020
|
|
|
$
|
1,574
|
|
|
Other assets
|
|
Other noninterest income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance
Sheet
Category
|
|
Income
Statement
Category
|
|
Quarter-
to-Date
Gain (Loss)
Recognized
|
|
Year-
to-Date
Gain (Loss) Recognized |
||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Embedded conversion option
|
$
|
2,000
|
|
|
$
|
(619
|
)
|
|
Other liabilities
|
|
Other noninterest income
|
|
$
|
(197
|
)
|
|
$
|
(297
|
)
|
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance Sheet
Category
|
|
Weighted
Average
Receive
Rate
|
|
Weighted
Average
Pay
Rate
|
||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||
Receive fixed-pay floating interest rate swap
|
|
$
|
51,505
|
|
|
$
|
3,699
|
|
|
Other assets
|
|
4.82
|
%
|
|
3.27
|
%
|
Pay fixed-receive floating interest rate swap
|
|
51,505
|
|
|
(3,699
|
)
|
|
Other liabilities
|
|
3.27
|
%
|
|
4.82
|
%
|
||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||
Receive fixed-pay floating interest rate swap
|
|
$
|
15,782
|
|
|
$
|
663
|
|
|
Other assets
|
|
5.08
|
%
|
|
3.07
|
%
|
Pay fixed-receive floating interest rate swap
|
|
15,782
|
|
|
(663
|
)
|
|
Other liabilities
|
|
3.07
|
%
|
|
5.08
|
%
|
|
Balance Sheet
Category
|
|
Notional
Amount
|
|
Fair
Value
|
||||
June 30, 2016
|
|
|
|
|
|
||||
Interest rate lock commitments (mortgage)
|
Other assets
|
|
$
|
142,118
|
|
|
$
|
6,864
|
|
Forward commitments
|
Other assets
|
|
55,000
|
|
|
469
|
|
||
Forward commitments
|
Other liabilities
|
|
247,171
|
|
|
(2,502
|
)
|
||
Undesignated interest rate swaps
|
Other liabilities
|
|
22,814
|
|
|
(2,213
|
)
|
||
December 31, 2015
|
|
|
|
|
|
|
|
||
Interest rate lock commitments (mortgage)
|
Other assets
|
|
$
|
99,665
|
|
|
$
|
3,168
|
|
Forward commitments
|
Other assets
|
|
118,378
|
|
|
523
|
|
||
Forward commitments
|
Other liabilities
|
|
136,709
|
|
|
(315
|
)
|
||
Undesignated interest rate swaps
|
Other liabilities
|
|
50,975
|
|
|
(3,677
|
)
|
|
Income Statement Category
|
|
Gain (Loss) Recognized
|
||
Three Months Ended June 30, 2016
|
|
|
|
||
Interest rate lock commitments (mortgage)
|
Gains on sale of loans held for sale
|
|
$
|
1,081
|
|
Forward commitments
|
Gains on sale of loans held for sale
|
|
(753
|
)
|
|
Undesignated interest rate swaps
|
Other noninterest income
|
|
(54
|
)
|
|
|
|
|
|
||
Six Months Ended June 30, 2016
|
|
|
|
||
Interest rate lock commitments (mortgage)
|
Gains on sale of loans held for sale
|
|
$
|
5,808
|
|
Forward commitments
|
Gains on sale of loans held for sale
|
|
(2,242
|
)
|
|
Undesignated interest rate swaps
|
Other noninterest income
|
|
(370
|
)
|
|
|
|
|
|
||
Three Months Ended June 30, 2015
|
|
|
|
||
Interest rate lock commitments (mortgage)
|
Gains on sale of loans held for sale
|
|
$
|
(1,712
|
)
|
Forward commitments
|
Gains on sale of loans held for sale
|
|
3,700
|
|
|
|
|
|
|
||
Six Months Ended June 30, 2015
|
|
|
|
||
Interest rate lock commitments (mortgage)
|
Gains on sale of loans held for sale
|
|
$
|
3,832
|
|
Forward commitments
|
Gains on sale of loans held for sale
|
|
3,575
|
|
|
Fair Value Measurements at June 30, 2016
|
||||||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Year-to-
Date
Losses
|
||||||||||
Collateral dependent impaired loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
1,333
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,333
|
|
|
$
|
—
|
|
Commercial real estate
|
14,113
|
|
|
—
|
|
|
—
|
|
|
14,113
|
|
|
998
|
|
|||||
Agricultural and agricultural real estate
|
105
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
—
|
|
|||||
Residential real estate
|
3,508
|
|
|
—
|
|
|
—
|
|
|
3,508
|
|
|
—
|
|
|||||
Consumer
|
1,845
|
|
|
—
|
|
|
—
|
|
|
1,845
|
|
|
15
|
|
|||||
Total collateral dependent impaired loans
|
$
|
20,904
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,904
|
|
|
$
|
1,013
|
|
Other real estate owned
|
$
|
11,003
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,003
|
|
|
$
|
548
|
|
Premises, furniture and equipment held for sale
|
$
|
3,889
|
|
|
|
|
$
|
—
|
|
|
$
|
3,889
|
|
|
$
|
—
|
|
||
Commercial servicing rights
|
$
|
1,258
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,258
|
|
|
$
|
46
|
|
|
Fair Value Measurements at December 31, 2015
|
||||||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Year-to-
Date
Losses
|
||||||||||
Collateral dependent impaired loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
597
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
597
|
|
|
$
|
82
|
|
Commercial real estate
|
1,522
|
|
|
—
|
|
|
—
|
|
|
1,522
|
|
|
86
|
|
|||||
Agricultural and agricultural real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Residential real estate
|
2,330
|
|
|
—
|
|
|
—
|
|
|
2,330
|
|
|
104
|
|
|||||
Consumer
|
1,905
|
|
|
—
|
|
|
—
|
|
|
1,905
|
|
|
—
|
|
|||||
Total collateral dependent impaired loans
|
$
|
6,354
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,354
|
|
|
$
|
272
|
|
Other real estate owned
|
$
|
11,524
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,524
|
|
|
$
|
5,520
|
|
Premises, furniture and equipment held for sale
|
$
|
3,889
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,889
|
|
|
$
|
—
|
|
Commercial servicing rights
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
For the Six Months Ended June 30, 2016
|
|
For the Year Ended December 31, 2015
|
||||
Balance at January 1,
|
$
|
2,039
|
|
|
$
|
4,947
|
|
Total gains (losses):
|
|
|
|
|
|||
Included in earnings
|
—
|
|
|
(3,038
|
)
|
||
Included in other comprehensive income
|
(307
|
)
|
|
982
|
|
||
Purchases, sales and settlements:
|
|
|
|
||||
Purchases
|
—
|
|
|
6
|
|
||
Sales
|
—
|
|
|
(736
|
)
|
||
Settlements
|
—
|
|
|
(122
|
)
|
||
Balance at period end
|
$
|
1,732
|
|
|
$
|
2,039
|
|
|
For the Six Months Ended June 30, 2016
|
|
For the Year Ended December 31, 2015
|
||||
Balance at January 1,
|
$
|
846
|
|
|
$
|
—
|
|
Total gains (losses):
|
|
|
|
|
|
||
Included in earnings
|
121
|
|
|
—
|
|
||
Included in other comprehensive income
|
(91
|
)
|
|
106
|
|
||
Purchases, acquired, sales and settlements:
|
|
|
|
||||
Purchases
|
—
|
|
|
—
|
|
||
Acquired
|
—
|
|
|
740
|
|
||
Sales
|
(546
|
)
|
|
—
|
|
||
Settlements
|
—
|
|
|
—
|
|
||
Balance at period end
|
$
|
330
|
|
|
$
|
846
|
|
|
For the Six Months Ended June 30, 2016
|
|
For the Year Ended December 31, 2015
|
||||
Balance at January 1,
|
$
|
3,168
|
|
|
$
|
2,496
|
|
Total gains (losses) included in earnings
|
5,808
|
|
|
288
|
|
||
Issuances
|
142
|
|
|
5,428
|
|
||
Settlements
|
(2,254
|
)
|
|
(5,044
|
)
|
||
Balance at period end
|
$
|
6,864
|
|
|
$
|
3,168
|
|
|
Three Months Ended
June 30, |
||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||
|
Community
and Other
Banking
|
|
Retail
Mortgage
Banking
|
|
Total
|
|
Community
and Other
Banking
|
|
Retail
Mortgage
Banking
|
|
Total
|
||||||||||||
Net interest income
|
$
|
71,895
|
|
|
$
|
1,223
|
|
|
$
|
73,118
|
|
|
$
|
55,988
|
|
|
$
|
1,656
|
|
|
$
|
57,644
|
|
Provision for loan losses
|
2,118
|
|
|
—
|
|
|
2,118
|
|
|
5,674
|
|
|
—
|
|
|
5,674
|
|
||||||
Total noninterest income
|
19,899
|
|
|
11,127
|
|
|
31,026
|
|
|
15,603
|
|
|
15,058
|
|
|
30,661
|
|
||||||
Total noninterest expense
|
59,694
|
|
|
11,326
|
|
|
71,020
|
|
|
48,987
|
|
|
14,495
|
|
|
63,482
|
|
||||||
Income before taxes
|
$
|
29,982
|
|
|
$
|
1,024
|
|
|
$
|
31,006
|
|
|
$
|
16,930
|
|
|
$
|
2,219
|
|
|
$
|
19,149
|
|
Average Loans, for the period
|
$
|
5,507,542
|
|
|
$
|
75,336
|
|
|
$
|
5,582,878
|
|
|
$
|
4,340,289
|
|
|
$
|
106,835
|
|
|
$
|
4,447,124
|
|
Segment Assets, at period end
|
$
|
8,082,153
|
|
|
$
|
122,248
|
|
|
$
|
8,204,401
|
|
|
$
|
6,579,225
|
|
|
$
|
137,782
|
|
|
$
|
6,717,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Six Months Ended
June 30, |
||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||
|
Community
and Other Banking |
|
Retail
Mortgage Banking |
|
Total
|
|
Community
and Other Banking |
|
Retail
Mortgage Banking |
|
Total
|
||||||||||||
Net interest income
|
$
|
143,478
|
|
|
$
|
2,347
|
|
|
$
|
145,825
|
|
|
$
|
108,877
|
|
|
$
|
2,697
|
|
|
$
|
111,574
|
|
Provision for loan losses
|
4,185
|
|
|
—
|
|
|
4,185
|
|
|
7,345
|
|
|
—
|
|
|
7,345
|
|
||||||
Total noninterest income
|
38,436
|
|
|
22,168
|
|
|
60,604
|
|
|
32,664
|
|
|
28,660
|
|
|
61,324
|
|
||||||
Total noninterest expense
|
119,433
|
|
|
21,896
|
|
|
141,329
|
|
|
96,446
|
|
|
26,650
|
|
|
123,096
|
|
||||||
Income (loss) before taxes
|
$
|
58,296
|
|
|
$
|
2,619
|
|
|
$
|
60,915
|
|
|
$
|
37,750
|
|
|
$
|
4,707
|
|
|
$
|
42,457
|
|
Average Loans, for the period
|
$
|
5,401,867
|
|
|
$
|
68,623
|
|
|
$
|
5,470,490
|
|
|
$
|
4,265,624
|
|
|
$
|
92,231
|
|
|
$
|
4,357,855
|
|
Segment Assets, at period end
|
$
|
8,082,153
|
|
|
$
|
122,248
|
|
|
$
|
8,204,401
|
|
|
$
|
6,579,225
|
|
|
$
|
137,782
|
|
|
$
|
6,717,007
|
|
|
Three Months Ended
June 30, |
|
|
|||||||||||
|
2016
|
|
2015
|
|
Change
|
|
% Change
|
|||||||
Service charges and fees
|
$
|
8,022
|
|
|
$
|
5,900
|
|
|
$
|
2,122
|
|
|
36
|
%
|
Loan servicing income
|
1,292
|
|
|
1,163
|
|
|
129
|
|
|
11
|
|
|||
Trust fees
|
3,625
|
|
|
3,913
|
|
|
(288
|
)
|
|
(7
|
)
|
|||
Brokerage and insurance commissions
|
886
|
|
|
916
|
|
|
(30
|
)
|
|
(3
|
)
|
|||
Securities gains, net
|
4,622
|
|
|
3,110
|
|
|
1,512
|
|
|
49
|
|
|||
Net gains on sale of loans held for sale
|
11,270
|
|
|
14,599
|
|
|
(3,329
|
)
|
|
(23
|
)
|
|||
Valuation adjustment on commercial servicing rights
|
(46
|
)
|
|
—
|
|
|
(46
|
)
|
|
100
|
|
|||
Income on bank owned life insurance
|
591
|
|
|
459
|
|
|
132
|
|
|
29
|
|
|||
Other noninterest income
|
764
|
|
|
601
|
|
|
163
|
|
|
27
|
|
|||
Total noninterest income
|
$
|
31,026
|
|
|
$
|
30,661
|
|
|
$
|
365
|
|
|
1
|
%
|
|
|
Six Months Ended
June 30, |
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
% Change
|
|||||||
Service charges and fees
|
$
|
15,184
|
|
|
$
|
11,304
|
|
|
$
|
3,880
|
|
|
34
|
%
|
Loan servicing income
|
2,560
|
|
|
2,204
|
|
|
356
|
|
|
16
|
|
|||
Trust fees
|
7,438
|
|
|
7,544
|
|
|
(106
|
)
|
|
(1
|
)
|
|||
Brokerage and insurance commissions
|
1,908
|
|
|
2,003
|
|
|
(95
|
)
|
|
(5
|
)
|
|||
Securities gains, net
|
8,148
|
|
|
7,463
|
|
|
685
|
|
|
9
|
|
|||
Net gains on sale of loans held for sale
|
22,335
|
|
|
28,341
|
|
|
(6,006
|
)
|
|
(21
|
)
|
|||
Valuation adjustment on commercial servicing rights
|
(46
|
)
|
|
—
|
|
|
(46
|
)
|
|
100
|
|
|||
Income on bank owned life insurance
|
1,113
|
|
|
983
|
|
|
130
|
|
|
13
|
|
|||
Other noninterest income
|
1,964
|
|
|
1,482
|
|
|
482
|
|
|
33
|
|
|||
Total noninterest income
|
$
|
60,604
|
|
|
$
|
61,324
|
|
|
$
|
(720
|
)
|
|
(1
|
)%
|
|
As Of and For the Quarter Ended
|
||||||||||||||||||
|
6/30/2016
|
|
3/31/2016
|
|
12/31/2015
|
|
9/30/2015
|
|
6/30/2015
|
||||||||||
Mortgage Servicing Fees
|
$
|
2,989
|
|
|
$
|
2,931
|
|
|
$
|
2,921
|
|
|
$
|
2,738
|
|
|
$
|
2,553
|
|
Mortgage Servicing Rights Amortization
|
(2,567
|
)
|
|
(2,259
|
)
|
|
(2,154
|
)
|
|
(2,086
|
)
|
|
(2,186
|
)
|
|||||
Total Residential Mortgage Loan Servicing Income
|
$
|
422
|
|
|
$
|
672
|
|
|
$
|
767
|
|
|
$
|
652
|
|
|
$
|
367
|
|
Net Gains On Sale of Residential Mortgage Loans
|
$
|
10,707
|
|
|
$
|
10,368
|
|
|
$
|
6,789
|
|
|
$
|
8,489
|
|
|
$
|
14,121
|
|
Total Residential Mortgage Loan Applications
|
$
|
440,907
|
|
|
$
|
406,999
|
|
|
$
|
307,163
|
|
|
$
|
443,294
|
|
|
$
|
615,463
|
|
Residential Mortgage Loans Originated
|
$
|
324,633
|
|
|
$
|
238,266
|
|
|
$
|
258,939
|
|
|
$
|
370,956
|
|
|
$
|
421,798
|
|
Residential Mortgage Loans Sold
|
$
|
302,448
|
|
|
$
|
220,381
|
|
|
$
|
260,189
|
|
|
$
|
360,172
|
|
|
$
|
402,151
|
|
Residential Mortgage Loan Servicing Portfolio
|
$
|
4,203,429
|
|
|
$
|
4,112,519
|
|
|
$
|
4,057,861
|
|
|
$
|
3,963,677
|
|
|
$
|
3,785,794
|
|
|
Three Months Ended
June 30, |
|
|
|||||||||||
|
2016
|
|
2015
|
|
Change
|
|
% Change
|
|||||||
Salaries and employee benefits
|
$
|
41,985
|
|
|
$
|
36,851
|
|
|
$
|
5,134
|
|
|
14
|
%
|
Occupancy
|
5,220
|
|
|
4,028
|
|
|
1,192
|
|
|
30
|
|
|||
Furniture and equipment
|
2,442
|
|
|
2,176
|
|
|
266
|
|
|
12
|
|
|||
Professional fees
|
7,486
|
|
|
5,249
|
|
|
2,237
|
|
|
43
|
|
|||
FDIC insurance assessments
|
1,120
|
|
|
899
|
|
|
221
|
|
|
25
|
|
|||
Advertising
|
1,551
|
|
|
1,333
|
|
|
218
|
|
|
16
|
|
|||
Intangible assets amortization
|
1,297
|
|
|
715
|
|
|
582
|
|
|
81
|
|
|||
Other real estate and loan collection expenses
|
659
|
|
|
753
|
|
|
(94
|
)
|
|
(12
|
)
|
|||
(Gain)/loss on sales/valuations of assets, net
|
(43
|
)
|
|
1,509
|
|
|
(1,552
|
)
|
|
(103
|
)
|
|||
Other noninterest expenses
|
9,303
|
|
|
9,969
|
|
|
(666
|
)
|
|
(7
|
)
|
|||
Total Noninterest Expenses
|
$
|
71,020
|
|
|
$
|
63,482
|
|
|
$
|
7,538
|
|
|
12
|
%
|
Efficiency ratio, fully taxable equivalent
(1)
|
67.95
|
%
|
|
67.43
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
(1) Refer to the "Reconciliation of Non-GAAP Measure-Efficiency Ratio" table that follows for details on this non-GAAP measure.
|
LOAN PORTFOLIO
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Loans and leases receivable held to maturity:
|
|
|
|
|
|
|
|
||||||
Commercial
|
$
|
1,287,301
|
|
|
23.47
|
%
|
|
$
|
1,279,214
|
|
|
25.56
|
%
|
Commercial real estate
|
2,643,578
|
|
|
48.19
|
|
|
2,326,360
|
|
|
46.50
|
|
||
Agricultural and agricultural real estate
|
480,883
|
|
|
8.77
|
|
|
471,870
|
|
|
9.43
|
|
||
Residential mortgage
|
644,267
|
|
|
11.75
|
|
|
539,555
|
|
|
10.78
|
|
||
Consumer
|
428,730
|
|
|
7.82
|
|
|
386,867
|
|
|
7.73
|
|
||
Gross loans and leases receivable held to maturity
|
5,484,759
|
|
|
100.00
|
%
|
|
5,003,866
|
|
|
100.00
|
%
|
||
Unearned discount
|
(686
|
)
|
|
|
|
(488
|
)
|
|
|
||||
Deferred loan fees
|
(1,815
|
)
|
|
|
|
(1,892
|
)
|
|
|
||||
Total net loans and leases receivable held to maturity
|
5,482,258
|
|
|
|
|
5,001,486
|
|
|
|
||||
Allowance for loan and lease losses
|
(51,756
|
)
|
|
|
|
(48,685
|
)
|
|
|
||||
Loans and leases receivable, net
|
$
|
5,430,502
|
|
|
|
|
$
|
4,952,801
|
|
|
|
|
LOANS SECURED BY REAL ESTATE
|
|||||||
|
June 30, 2016
|
|
December 31, 2015
|
||||
Residential real estate, excluding residential construction and residential lot loans
|
$
|
1,104,016
|
|
|
$
|
849,296
|
|
Industrial, manufacturing, business and commercial
|
500,822
|
|
|
429,891
|
|
||
Agriculture
|
246,555
|
|
|
255,345
|
|
||
Retail
|
356,708
|
|
|
239,975
|
|
||
Office
|
391,284
|
|
|
275,289
|
|
||
Land development and lots
|
139,759
|
|
|
122,551
|
|
||
Hotel, resort and hospitality
|
146,423
|
|
|
115,083
|
|
||
Multi-family
|
169,135
|
|
|
179,243
|
|
||
Food and beverage
|
104,720
|
|
|
90,339
|
|
||
Warehousing
|
119,549
|
|
|
82,356
|
|
||
Health services
|
147,895
|
|
|
101,961
|
|
||
Residential construction
|
159,297
|
|
|
97,205
|
|
||
All other
|
162,247
|
|
|
164,255
|
|
||
Loans acquired in the quarter
|
—
|
|
|
318,797
|
|
||
Purchase accounting valuations
|
(22,191
|
)
|
|
(20,994
|
)
|
||
Total loans secured by real estate
|
$
|
3,726,219
|
|
|
$
|
3,300,592
|
|
ANALYSIS OF ALLOWANCE FOR LOAN AND LEASE LOSSES
|
Three Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
Balance at beginning of period
|
$
|
49,738
|
|
|
$
|
41,854
|
|
Provision for loan and lease losses
|
2,118
|
|
|
5,674
|
|
||
Recoveries on loans and leases previously charged off
|
2,851
|
|
|
820
|
|
||
Charge-offs on loans and leases not covered by loss share agreements
|
(2,951
|
)
|
|
(2,734
|
)
|
||
Balance at end of period
|
$
|
51,756
|
|
|
$
|
45,614
|
|
Annualized ratio of net charge offs to average loans and leases
|
0.01
|
%
|
|
0.17
|
%
|
||
|
|
|
|
||||
|
Six Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
Balance at beginning of period
|
$
|
48,685
|
|
|
$
|
41,449
|
|
Provision for loan and lease losses
|
4,185
|
|
|
7,345
|
|
||
Recoveries on loans and leases previously charged off
|
3,442
|
|
|
1,558
|
|
||
Charge-offs on loans and leases
|
(4,556
|
)
|
|
(4,738
|
)
|
||
Balance at end of period
|
$
|
51,756
|
|
|
$
|
45,614
|
|
Annualized ratio of net charge offs to average loans and leases
|
0.04
|
%
|
|
0.15
|
%
|
SECURITIES PORTFOLIO COMPOSITION
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
U.S. government corporations and agencies
|
$
|
5,101
|
|
|
0.27
|
%
|
|
$
|
25,766
|
|
|
1.37
|
%
|
Mortgage-backed securities
|
1,220,732
|
|
|
65.65
|
|
|
1,247,071
|
|
|
66.37
|
|
||
Obligation of states and political subdivisions
|
596,845
|
|
|
32.09
|
|
|
570,730
|
|
|
30.37
|
|
||
Corporate debt securities
|
830
|
|
|
0.04
|
|
|
846
|
|
|
0.05
|
|
||
Equity securities
|
13,507
|
|
|
0.73
|
|
|
13,138
|
|
|
0.70
|
|
||
Other securities
|
22,680
|
|
|
1.22
|
|
|
21,443
|
|
|
1.14
|
|
||
Total securities
|
$
|
1,859,695
|
|
|
100.00
|
%
|
|
$
|
1,878,994
|
|
|
100.00
|
%
|
DEPOSITS
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Demand
|
$
|
2,149,911
|
|
|
31.44
|
%
|
|
$
|
1,914,141
|
|
|
29.88
|
%
|
Savings
|
3,691,791
|
|
|
54.00
|
|
|
3,367,479
|
|
|
52.57
|
|
||
Time
|
995,870
|
|
|
14.56
|
|
|
1,124,203
|
|
|
17.55
|
|
||
Total
|
$
|
6,837,572
|
|
|
100.00
|
%
|
|
$
|
6,405,823
|
|
|
100.00
|
%
|
CAPITAL RATIOS
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||
Risk-Based Capital Ratio
|
|
|
|
|
|
|
|
||||||
Tier 1 capital
|
$
|
669,751
|
|
|
10.35
|
%
|
|
$
|
683,706
|
|
|
11.56
|
%
|
Tier 1 capital minimum requirement
|
388,398
|
|
|
6.00
|
%
|
|
354,980
|
|
|
6.00
|
%
|
||
Excess
|
$
|
281,353
|
|
|
4.35
|
%
|
|
$
|
328,726
|
|
|
5.56
|
%
|
|
|
|
|
|
|
|
|
||||||
Common Equity Tier 1 capital
|
$
|
550,920
|
|
|
8.51
|
%
|
|
$
|
487,132
|
|
|
8.23
|
%
|
Common Equity Tier 1 minimum requirement
|
291,299
|
|
|
4.50
|
%
|
|
266,324
|
|
|
4.50
|
%
|
||
Excess
|
$
|
259,621
|
|
|
4.01
|
%
|
|
$
|
220,808
|
|
|
3.73
|
%
|
|
|
|
|
|
|
|
|
||||||
Total capital
|
$
|
798,947
|
|
|
12.34
|
%
|
|
$
|
812,568
|
|
|
13.74
|
%
|
Total capital minimum requirement
|
517,865
|
|
|
8.00
|
%
|
|
473,282
|
|
|
8.00
|
%
|
||
Excess
|
$
|
281,082
|
|
|
4.34
|
%
|
|
$
|
339,286
|
|
|
5.74
|
%
|
Total risk-weighted assets
|
$
|
6,473,308
|
|
|
|
|
$
|
5,916,027
|
|
|
|
||
|
|
|
|
|
|
|
|
||||||
Leverage Ratio
|
|
|
|
|
|
|
|
|
|||||
Tier 1 capital
|
$
|
669,751
|
|
|
8.29
|
%
|
|
$
|
683,706
|
|
|
9.58
|
%
|
Tier 1 capital minimum requirement
|
323,105
|
|
|
4.00
|
%
|
|
285,606
|
|
|
4.00
|
%
|
||
Excess
|
$
|
346,646
|
|
|
4.29
|
%
|
|
$
|
398,100
|
|
|
5.58
|
%
|
Average adjusted assets (less goodwill and other intangible assets)
|
$
|
8,077,613
|
|
|
|
|
$
|
7,140,152
|
|
|
|
|
2016
|
|
2015
|
||||||||||
|
Net Interest
Margin
|
|
% Change
From Base
|
|
Net Interest
Margin
|
|
% Change
From Base
|
||||||
Year 1
|
|
|
|
|
|
|
|
||||||
Down 100 Basis Points
|
$
|
281,651
|
|
|
(2.76
|
)%
|
|
$
|
214,007
|
|
|
(2.65
|
)%
|
Base
|
$
|
289,650
|
|
|
|
|
$
|
219,839
|
|
|
|
||
Up 200 Basis Points
|
$
|
286,207
|
|
|
(1.19
|
)%
|
|
$
|
216,128
|
|
|
(1.69
|
)%
|
Year 2
|
|
|
|
|
|
|
|
|
|||||
Down 100 Basis Points
|
$
|
268,616
|
|
|
(7.26
|
)%
|
|
$
|
204,777
|
|
|
(6.85
|
)%
|
Base
|
$
|
290,353
|
|
|
0.24
|
%
|
|
$
|
219,631
|
|
|
(0.09
|
)%
|
Up 200 Basis Points
|
$
|
296,350
|
|
|
2.31
|
%
|
|
$
|
221,044
|
|
|
0.55
|
%
|
10.1
|
(1)
|
Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan as Amended and Restated (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 20, 2016).
|
10.2
|
(1)
|
Heartland Financial USA, Inc. 2016 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on May 20, 2016).
|
10.3
|
(2)
|
|
10.4
|
(2)
|
|
10.5
|
(2)
|
|
31.1
|
(2)
|
|
31.2
|
(2)
|
|
32.1
|
(2)
|
|
32.2
|
(2)
|
|
101
|
(2)
|
Financial statement formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Equity, and (vi) the Notes to Consolidated Financial Statements.
|
|
||
(1) Management contracts or compensatory plans or agreements.
|
||
(2) Filed herewith
|
HEARTLAND FINANCIAL USA, INC.
|
(Registrant)
|
|
|
/s/ Lynn B. Fuller
|
By: Lynn B. Fuller
|
Chairman and Chief Executive Officer
|
(Principal Executive Officer and Duly Authorized Officer)
|
|
|
/s/ Bryan R. McKeag
|
By: Bryan R. McKeag
|
Executive Vice President and Chief Financial Officer
|
(Principal Financial Officer and Duly Authorized Officer)
|
|
|
/s/ Janet M. Quick
|
By: Janet M. Quick
|
Executive Vice President and Deputy Chief Financial Officer
|
(Principal Accounting Officer and Duly Authorized Officer)
|
|
Dated: August 5, 2016
|
Principal
$40,000,000.00
|
Loan Date
05-10-2016
|
Maturity
05-10-2021
|
Loan No
55120-9002
|
Call / Coll
9A00 / AA
|
Account
00000160370
|
Officer
00229
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
|
Borrower:
|
Heartland Financial USA, Inc.
|
|
Lender:
|
Bankers Trust Company
|
|
1398 Central Avenue
|
|
|
453 7th Street
|
|
Dubuque, IA 52001
|
|
|
P.O. Box 897
|
|
|
|
|
Des Moines, IA 50304-0897
|
|
|
|
|
(800)362-1688
|
Principal Amount:
$40,000,000.00
|
Date of Note: May 10
, 2016
|
Payment Default.
Borrower fails to make any payment when due under this Note.
|
Other Defaults.
Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.
|
False Statements
. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.
|
Insolvency.
The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
|
Creditor or Forfeiture Proceedings.
Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
|
Events Affecting Guarantor.
Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.
|
Change in Ownership.
Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.
|
Adverse Change
. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.
|
Insecurity.
Lender in good faith believe itself insecure.
|
Loan No: 55120-9002
|
|
PROMISSORY NOTE
(Continued)
|
|
Page 2
|
By: /s/ Bryan R. McKeag
|
Bryan R. McKeag EVP, CFO of Heartland Financial USA, Inc.
|
Principal
$40,000,000.00
|
Loan Date
05-10-2016
|
Maturity
05-10-2021
|
Loan No
55120-9002
|
Call / Coll
9A00 / AA
|
Account
00000160370
|
Officer
00229
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
|
Borrower:
|
Heartland Financial USA, Inc.
|
|
Lender:
|
Bankers Trust Company
|
|
1398 Central Avenue
|
|
|
453 7th Street
|
|
Dubuque, IA 52001
|
|
|
P.O. Box 897
|
|
|
|
|
Des Moines, IA 50304-0897
|
|
|
|
|
(800) 362-1688
|
By: /s/ Bryan R. McKeag
|
Bryan R. McKeag EVP, CFO of Heartland Financial USA, Inc.
|
By: /s/ Ben A. Miller
|
Ben A. Miller, Loan Officer
|
Principal
$40,000,000.00
|
Loan Date
05-10-2016
|
Maturity
05-10-2021
|
Loan No
55120-9002
|
Call / Coll
9A00 / AA
|
Account
00000160370
|
Officer
00229
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
|
Borrower:
|
Heartland Financial USA, Inc.
|
|
Lender:
|
Bankers Trust Company
|
|
1398 Central Avenue
|
|
|
453 7th Street
|
|
Dubuque, IA 52001
|
|
|
P.O. Box 897
|
|
|
|
|
Des Moines, IA 50304-0897
|
|
|
|
|
(800) 362-1688
|
By: /s/ Bryan R. McKeag
|
Bryan R. McKeag EVP, CFO of Heartland Financial USA, Inc.
|
By: /s/ Ben A. Miller
|
Ben A. Miller, Loan Officer
|
Principal
$20,000,000.00
|
Loan Date
06-14-2016
|
Maturity
06-14-2017
|
Loan No
55120-0201
|
Call / Coll
9A00 / AA
|
Account
00000160370
|
Officer
00229
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
|
Borrower:
|
Heartland Financial USA, Inc.
|
|
Lender:
|
Bankers Trust Company
|
|
1398 Central Avenue
|
|
|
453 7th Street
|
|
Dubuque, IA 52001
|
|
|
P.O. Box 897
|
|
|
|
|
Des Moines, IA 50304-0897
|
|
|
|
|
(800)362-1688
|
Principal Amount:
$20,000,000.00
|
Date of Note:
June 14, 2016
|
Payment Default.
Borrower fails to make any payment when due under this Note.
|
Other Defaults.
Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.
|
False Statements
. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.
|
Insolvency.
The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
|
Creditor or Forfeiture Proceedings.
Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
|
Events Affecting Guarantor.
Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.
|
Change in Ownership.
Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.
|
Adverse Change
. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.
|
Insecurity.
Lender in good faith believe itself insecure.
|
Loan No: 55120-0201
|
|
PROMISSORY NOTE
(Continued)
|
|
Page 2
|
By: /s/ Bryan R. McKeag
|
Bryan R. McKeag EVP, CFO of Heartland Financial USA, Inc.
|
Principal
$20,000,000.00
|
Loan Date
06-14-2016
|
Maturity
06-14-2017
|
Loan No
55120-0201
|
Call / Coll
9A00 / AA
|
Account
00000160370
|
Officer
00229
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
|
Borrower:
|
Heartland Financial USA, Inc.
|
|
Lender:
|
Bankers Trust Company
|
|
1398 Central Avenue
|
|
|
453 7th Street
|
|
Dubuque, IA 52001
|
|
|
P.O. Box 897
|
|
|
|
|
Des Moines, IA 50304-0897
|
|
|
|
|
(800) 362-1688
|
By: /s/ Bryan R. McKeag
|
Bryan R. McKeag EVP, CFO of Heartland Financial USA, Inc.
|
By: /s/ Ben A. Miller
|
Ben A. Miller
|
Principal
$20,000,000.00
|
Loan Date
06-14-2016
|
Maturity
06-14-2017
|
Loan No
55120-0201
|
Call / Coll
9A00 / AA
|
Account
00000160370
|
Officer
00229
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
|
Borrower:
|
Heartland Financial USA, Inc.
|
|
Lender:
|
Bankers Trust Company
|
|
1398 Central Avenue
|
|
|
453 7th Street
|
|
Dubuque, IA 52001
|
|
|
P.O. Box 897
|
|
|
|
|
Des Moines, IA 50304-0897
|
|
|
|
|
(800) 362-1688
|
By: /s/ Bryan R. McKeag
|
Bryan R. McKeag EVP, CFO of Heartland Financial USA, Inc.
|
By: /s/ Ben A. Miller
|
Ben A. Miller, Officer
|
Principal
$35,666,666.66
|
Loan Date
07-20-2016
|
Maturity
06-14-2017
|
Loan No
55120-0301
|
Call / Coll
9A00 / AA
|
Account
00000160370
|
Officer
00229
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
|
Borrower:
|
Heartland Financial USA, Inc.
|
|
Lender:
|
Bankers Trust Company
|
|
1398 Central Avenue
|
|
|
453 7th Street
|
|
Dubuque, IA 52001
|
|
|
P.O. Box 897
|
|
|
|
|
Des Moines, IA 50304-0897
|
|
|
|
|
(800)362-1688
|
Principal Amount:
$35,666,666.66
|
Date of Note:
July 20, 2016
|
Payment Default.
Borrower fails to make any payment when due under this Note.
|
Other Defaults.
Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.
|
False Statements
. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.
|
Insolvency.
The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
|
Creditor or Forfeiture Proceedings.
Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
|
Events Affecting Guarantor.
Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.
|
Change in Ownership.
Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.
|
Adverse Change
. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.
|
Insecurity.
Lender in good faith believe itself insecure.
|
Loan No: 55120-0201
|
|
PROMISSORY NOTE
(Continued)
|
|
Page 2
|
By: /s/ Bryan R. McKeag
|
Bryan R. McKeag EVP, CFO of Heartland Financial USA, Inc.
|
Principal
$35,666,666.66
|
Loan Date
07-20-2016
|
Maturity
06-14-2017
|
Loan No
55120-0201
|
Call / Coll
9A00 / AA
|
Account
00000160370
|
Officer
00229
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
|
Borrower:
|
Heartland Financial USA, Inc.
|
|
Lender:
|
Bankers Trust Company
|
|
1398 Central Avenue
|
|
|
453 7th Street
|
|
Dubuque, IA 52001
|
|
|
P.O. Box 897
|
|
|
|
|
Des Moines, IA 50304-0897
|
|
|
|
|
(800) 362-1688
|
By: /s/ Bryan R. McKeag
|
Bryan R. McKeag EVP, CFO of Heartland Financial USA, Inc.
|
By: /s/ Ben A. Miller
|
Ben A. Miller
|
Principal
$35,666,666.66
|
Loan Date
07-20-2016
|
Maturity
06-14-2017
|
Loan No
55120-0301
|
Call / Coll
9A00 / AA
|
Account
00000160370
|
Officer
00229
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
|
Borrower:
|
Heartland Financial USA, Inc.
|
|
Lender:
|
Bankers Trust Company
|
|
1398 Central Avenue
|
|
|
453 7th Street
|
|
Dubuque, IA 52001
|
|
|
P.O. Box 897
|
|
|
|
|
Des Moines, IA 50304-0897
|
|
|
|
|
(800) 362-1688
|
By: /s/ Bryan R. McKeag
|
Bryan R. McKeag EVP, CFO of Heartland Financial USA, Inc.
|
By: /s/ Ben A. Miller
|
Ben A. Miller, Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Heartland Financial USA, Inc.;
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-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 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting, and;
|
|
|
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
|
|
|
|
|
|
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:
|
August 5, 2016
|
|
|
/s/ Lynn B. Fuller
|
|
Lynn B. Fuller
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Heartland Financial USA, Inc.;
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-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 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting, and;
|
|
|
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
|
|
|
|
|
|
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:
|
August 5, 2016
|
|
|
/s/ Bryan R. McKeag
|
|
Bryan R. McKeag
|
|
Executive Vice President
|
|
Chief Financial Officer
|
/s/ Lynn B. Fuller
|
|
Lynn B. Fuller
|
|
Chief Executive Officer
|
|
|
|
Date:
|
August 5, 2016
|
/s/ Bryan R. McKeag
|
|
Bryan R. McKeag
|
|
Executive Vice President
|
|
Chief Financial Officer
|
|
|
|
Date:
|
August 5, 2016
|