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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
 
FORM 10-K
 
 
 

 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______            
 
Commission file number
001-35968
 
 
 
 
MIDWESTONE FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
 
 
 
 
Iowa
42-1206172
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification Number)

102 South Clinton Street, Iowa City, IA 52240
(Address of principal executive offices, including zip code)

(319) 356-5800
(Registrant’s telephone number, including area code)
 
 
 
   Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $1.00 par value
MOFG
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
 
 
 
Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes      No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes      No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes      No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      Yes      No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
 
Accelerated filer
Non-accelerated filer
 
 
Smaller reporting company
 
 
 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).      Yes      No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the last sales price quoted on the Nasdaq Global Select Market on the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $453.5 million.
The number of shares outstanding of the registrant’s common stock, par value $1.00 per share, as of March 4, 2020, was 16,146,376.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the 2020 Annual Meeting of Shareholders of MidWestOne Financial Group, Inc. to be held on April 16, 2020, to be filed within 120 days after December 31, 2019, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent indicated in such part.
 
 
 
 
 




MIDWESTONE FINANCIAL GROUP, INC.
Annual Report on Form 10-K
Table of Contents
 
 
 
 
 
 
 
 
 
Page No.
PART I
 
 
 
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
Item 1A.
 
 
 
 
 
 
 
Item 1B.
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
 
 
Item 3.
 
 
 
 
 
 
 
Item 4.
 
 
 
 
 
 
 
PART II
 
 
 
 
 
 
 
 
 
Item 5.
 
 
 
 
 
 
 
Item 6.
 
 
 
 
 
 
 
Item 7.
 
 
 
 
 
 
 
Item 7A.
 
 
 
 
 
 
 
Item 8.
 
 
 
 
 
 
 
Item 9.
 
 
 
 
 
 
 
Item 9A.
 
 
 
 
 
 
 
Item 9B.
 
 
 
 
 
 
 
PART III
 
 
 
 
 
 
 
 
 
Item 10.
 
 
 
 
 
 
 
Item 11.
 
 
 
 
 
 
 
Item 12.
 
 
 
 
 
 
 
Item 13.
 
 
 
 
 
 
 
Item 14.
 
 
 
 
 
 
 
PART IV
 
 
 
 
 
 
 
 
 
Item 15.
 
 
Item 16.
 
 




Glossary of Acronyms, Abbreviations, and Terms
The acronyms, abbreviations, and terms listed below are used in various sections of this Form 10-K, including "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." and “Item 8. Financial Statements and Supplemental Data.”
AFS
Available for Sale
FHLBDM
Federal Home Loan Bank of Des Moines
ALLL
Allowance for Loan and Lease Losses
FHLBC
Federal Home Loan Bank of Chicago
ASU
Accounting Standards Update
FHLMC
Federal Home Loan Mortgage Corporation
ABTW
American Bank and Trust-Wisconsin of Cuba City, Wisconsin
FRB
Federal Reserve Bank
ATM
Automated Teller Machine
FNMA
Federal National Mortgage Association
ATSB
American Trust & Savings Bank of Dubuque, Iowa
GAAP
U.S. Generally Accepted Accounting Principles
Basel III Rules
A comprehensive capital framework and rules for U.S. banking organizations approved by the FRB and the FDIC in 2013
GNMA
Government National Mortgage Association
BHCA
Bank Holding Company Act of 1956, as amended
GLBA
Gramm-Leach-Bliley Act of 1999
BOLI
Bank-Owned Life Insurance
HTM
Held to Maturity
CDARS
Certificate of Deposit Account Registry Service
ICS
Insured Cash Sweep
CECL
Current Expected Credit Loss
LIBOR
The London Inter-bank Offered Rate, an interest-rate average calculated from estimates submitted by the leading banks in London
CMO
Collateralized Mortgage Obligations
MBS
Mortgage-Backed Securities
CRA
Community Reinvestment Act
OTTI
Other-Than-Temporary Impairment
Dodd-Frank Act
Dodd-Frank Wall Street Reform and Consumer Protection Act
PCD
Purchased Financial Assets With Credit Deterioration
ECL
Expected Credit Losses
PCI
Purchased Credit Impaired
ESOP
Employee Stock Ownership Plan
ROU
Right-of-Use
EVE
Economic Value of Equity
RPA
Credit Risk Participation Agreement
FASB
Financial Accounting Standards Board
SEC
U.S. Securities and Exchange Commission
FDIC
Federal Deposit Insurance Corporation
TDR
Troubled Debt Restructuring
FHLB
Federal Home Loan Bank
 
 




CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K contains certain “forward-looking statements” within the meaning of such term in the Private Securities Litigation Reform Act of 1995. We and our representatives may, from time to time, make written or oral statements that are “forward-looking” and provide information other than historical information. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. These factors include, among other things, the factors listed below. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “should,” “could,” “would,” “plans,” “intend,” “project,” “estimate,” “forecast,” “may” or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, these statements. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Additionally, we undertake no obligation to update any statement in light of new information or future events, except as required under federal securities law.
Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors that could have an impact on our ability to achieve operating results, growth plan goals and future prospects include, but are not limited to, the following:
credit quality deterioration or pronounced and sustained reduction in real estate market values could cause an increase in our allowance for loan losses and a reduction in net earnings;
the effects of interest rates, including on our net income and the value of our securities portfolio;
changes in the economic environment, competition, or other factors that may affect our ability to acquire loans or influence the anticipated growth rate of loans and deposits and the quality of the loan portfolio and loan and deposit pricing;
fluctuations in the value of our investment securities;
governmental monetary and fiscal policies;
changes in benchmark interest rates used to price our loans and deposits, including the expected elimination of LIBOR;
legislative and regulatory changes, including changes in banking, securities, trade and tax laws and regulations and their application by our regulators;
the ability to attract and retain key executives and employees experienced in banking and financial services;
the sufficiency of the allowance for loan losses to absorb the amount of actual losses inherent in our existing loan portfolio;
our ability to adapt successfully to technological changes to compete effectively in the marketplace;
credit risks and risks from concentrations (by geographic area and by industry) within our loan portfolio;
the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds, financial technology companies, and other financial institutions operating in our markets or elsewhere or providing similar services;
the failure of assumptions underlying the establishment of allowances for loan losses and estimation of values of collateral and various financial assets and liabilities;
the risks of mergers, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions;
volatility of rate-sensitive deposits;
operational risks, including data processing system failures or fraud;
asset/liability matching risks and liquidity risks;
the costs, effects and outcomes of existing or future litigation;
changes in general economic, political, or industry conditions, nationally, internationally, or in the communities in which we conduct business;
changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the FASB, such as the implementation of CECL;
war or terrorist activities, widespread disease or pandemics, or other adverse external events, which may cause deterioration in the economy or cause instability in credit markets;
the effects of cyber-attacks;
the imposition of tariffs or other domestic or international government policies impacting the value of agricultural or other products of our borrowers; and
other factors and risks described under “Risk Factors” herein.

We qualify all of our forward-looking statements by the foregoing cautionary statements. Because of these risks and other uncertainties, our actual future results, performance or achievement, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, our past results of operations are not necessarily indicative of our future results.


Table of Contents

PART I
ITEM 1.
BUSINESS.
General
MidWestOne Financial Group, Inc., an Iowa corporation formed in 1983, is a bank holding company registered under the BHCA with our corporate headquarters in Iowa City, Iowa. Our principal business is to serve as the holding company for our wholly-owned subsidiary, MidWestOne Bank. References to the “Bank” refer to MidWestOne Bank. References to “MidWestOne,” “we,” “us,” or the “Company,” refer to MidWestOne Financial Group, Inc. together with its subsidiaries on a consolidated basis.
The Bank is focused on delivering relationship-based business and personal banking products and services. The Bank provides commercial loans, real estate loans, agricultural loans, credit card loans, and consumer loans. The Bank also provides deposit products including demand and interest checking accounts, savings accounts, money market accounts, and time deposits. Complementary to our loan and deposit products, the Bank also provides products and services including treasury management, Zelle, online and mobile banking, debit cards, ATMs, and safe deposit boxes. The Bank offers its products and services primarily through its full-service branch network, including 34 branches located throughout central and eastern Iowa, 13 branches located principally in the Minneapolis-St. Paul metropolitan area of Minnesota, seven branches in western Wisconsin, one branch in each of Naples and Fort Myers, Florida, and one branch in Denver, Colorado. The Bank also has a trust department through which it offers services including the administration of estates, personal trusts, and conservatorships and the management of real property. Finally, the Bank’s investments services department offers financial planning, investment advisory, and retail securities brokerage services (the latter of which is provided through an agreement with a third-party registered broker-dealer).
As of December 31, 2019, we had total assets of $4.65 billion, total loans, net of unearned income, of $3.45 billion, total deposits of $3.73 billion, and shareholders’ equity of $509.0 million.
Recent Developments
On May 1, 2019, the Company acquired ATBancorp, a bank holding company whose wholly-owned banking subsidiaries were ATSB and ABTW. The primary reasons for the acquisition were to expand the Company’s business into new markets and grow the size of the Company’s business. As consideration for the merger, we issued 4,117,536 shares of our common stock with a value of $113.7 million and paid cash in the amount of $34.8 million.
On June 30, 2019, the Company sold substantially all of the assets used by its wholly owned insurance subsidiary, MidWestOne Insurance Services, Inc., to sell insurance products. The Company recognized a pre-tax gain of $1.1 million from the sale, which was reported in “Other” noninterest income on the Company’s consolidated statements of income. Effective December 31, 2019, MidWestOne Insurance Services, Inc. was legally dissolved.
Operating Strategy
Our operating strategy is based upon a community banking model of delivering a comprehensive suite of financial products and services while following five operating principles: (1) take care of our customers; (2) hire and retain excellent employees; (3) conduct business with the utmost integrity; (4) work as one team; and (5) learn constantly so we can continually improve. Management believes the depth and breadth of the Company’s products and services coupled with the personal and professional delivery of the same provides an appealing alternative to competitors.
Lending Activities
General
We provide a range of commercial and retail lending services to businesses, individuals and government agencies. These credit activities include commercial and residential real estate loans, commercial and industrial loans, agricultural loans, and consumer loans.
We market our services to qualified lending customers. Lending officers actively solicit the business of new companies entering their market areas as well as long-standing members of the business communities in which we operate. Through professional service, competitive pricing, and innovative structure, we have been successful in attracting new lending customers. We also actively pursue consumer lending opportunities. With convenient locations, advertising, customer communications, and competitive technology, we believe that we have been successful in capitalizing on the credit needs of our market areas.

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Our management emphasizes credit quality and seeks to avoid undue concentrations of loans to a single industry or based on a single class of collateral. We have established lending policies that include a number of underwriting factors to be considered in making a loan, including: location, loan-to-value ratio, cash flow, interest rate, and credit history of the borrower.
Agricultural Loans
Due to the number of rural market areas in which we operate, agricultural loans are an important part of our business. Agricultural loans include loans made to finance agricultural production and other loans to farmers and farming operations. Agricultural loans comprised approximately 4.1% of our total loan portfolio at December 31, 2019.
Agricultural loans, most of which are secured by crops, livestock and machinery, are generally provided to finance capital improvements and farm operations as well as acquisitions of livestock and machinery. The ability of the borrower to repay may be affected by many factors outside of the borrower’s control, including adverse weather conditions, loss of livestock due to disease or other factors, declines in market prices for agricultural products and the impact of government regulations. The ultimate repayment of agricultural loans is dependent upon the profitable operation or management of the agricultural entity.
Our agricultural lenders work closely with our customers, including companies and individual farmers, and review the preparation of budgets and cash flow projections for the ensuing crop year. These budgets and cash flow projections are monitored closely during the year and reviewed with the customers at least once annually. We also work closely with governmental agencies to help agricultural customers obtain credit enhancement products such as loan guarantees or interest rate assistance.
Commercial and Industrial Loans
We have a strong commercial loan base. We focus on, and tailor our commercial loan programs to, small- to mid-sized businesses in our market areas. Our loan portfolio includes loans to wholesalers, manufacturers, contractors, business services companies and retailers. We provide a wide range of business loans, including lines of credit for working capital and operational purposes and term loans for the acquisition of equipment. Although most loans are made on a secured basis, loans may be made on an unsecured basis where warranted by the overall financial condition of the borrower. Terms of commercial business loans generally range from one to five years.
Our commercial and industrial loans are primarily made based on the reported cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The collateral support provided by the borrower for most of these loans and the probability of repayment is based on the liquidation of the pledged collateral and enforcement of a personal guarantee, if any exists. The primary repayment risks of commercial loans are that the cash flows of the borrower may be unpredictable, and the collateral securing these loans may fluctuate in value. As of December 31, 2019, commercial and industrial loans comprised approximately 24.2% of our total loan portfolio.
Commercial Real Estate Loans
We also offer mortgage loans to our commercial and agricultural customers for the acquisition of real estate used in their businesses, such as offices, farmland, warehouses and production facilities, and to real estate investors for the acquisition of apartment buildings, retail centers, office buildings and other commercial buildings. In deciding whether to make a commercial real estate loan, we consider, among other things, the experience and qualifications of the borrower as well as the value and cash flow of the underlying property. Some factors considered are net operating income of the property before debt service and depreciation, the debt service coverage ratio (the ratio of the property’s net cash flow to debt service requirements), the cash flows of the borrower, the ratio of the loan amount to the property value and the overall creditworthiness of the prospective borrower. As of December 31, 2019, commercial real estate loans constituted approximately 52.6% of our total loan portfolio.
Construction and Development Loans. We offer loans both to individuals who are constructing personal residences and to real estate developers and building contractors for the acquisition of land for development and the construction of homes and commercial properties. These loans are generally in-market to known and established borrowers. Construction and development loans generally have a short term, such as one to two years. As of December 31, 2019, construction and development loans constituted approximately 8.6% of our total loan portfolio.
Farmland. We offer agricultural mortgage loans to our agricultural customers for the acquisition of real estate used in their business, generally farmland. As of December 31, 2019, we had $181.9 million in agricultural commercial real estate loans outstanding, which represented approximately 5.3% of our total loan portfolio.

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Multifamily. We offer mortgage loans to real estate investors for the acquisition of multifamily (apartment) buildings. As of December 31, 2019, we had $227.4 million in multifamily commercial real estate loans, which represented approximately 6.6% of our total loan portfolio.
Commercial real estate-other. We offer commercial mortgage loans for the acquisition of real estate used in the customer’s business, such as offices, warehouses, and production facilities. As of December 31, 2019, we had $1.11 billion in commercial real estate-other loans, which represented approximately 32.1% of our total loan portfolio.
Residential Real Estate Loans
Residential mortgage lending is a focal point for us, as residential real estate loans constituted approximately 16.7% of our total loan portfolio at December 31, 2019. Included in this category are home equity loans made to individuals. As long-term interest rates have remained at relatively low levels since 2008, many customers opted for mortgage loans that have a fixed rate with 15- or 30-year maturities. We generally retain short-term residential mortgage loans that we originate for our own portfolio and sell most long-term residential mortgage loans to other parties while retaining servicing rights on the majority of such loans. We also perform loan servicing activity for third parties on participations sold. At December 31, 2019, we serviced approximately $857.7 million in mortgage loans for others. We do not offer subprime mortgage loans and do not operate a wholesale mortgage business.
Consumer Lending
Our consumer lending department provides many types of consumer loans, including personal loans (secured or unsecured) and automobile loans. Consumer loans typically have shorter terms, lower balances, higher yields and higher risks of default than one- to four-family residential real estate mortgage loans. Consumer loan collections are dependent on the borrower’s continuing financial stability and are therefore more likely to be affected by adverse personal circumstances. As of December 31, 2019, consumer loans comprised only 2.4% of our total loan portfolio.
Other Products and Services
Deposit Products
We believe that we offer competitive deposit products and programs that address the needs of customers in each of the local markets that we serve. The deposit products are offered to individuals, nonprofit organizations, partnerships, small businesses, corporations and public entities. These products include non-interest-bearing and interest-bearing demand deposits, savings accounts, money market accounts and certificates of deposit.
Trust and Investment Services
We offer trust and investment services, primarily in our Iowa market, to help our business and individual clients in meeting their financial goals and preserving wealth. Our services include administering estates, personal trusts, and conservatorships, and providing property management, farm management, investment advisory, retail securities brokerage, financial planning and custodial services. Licensed brokers (who are registered representatives of a third-party registered broker-dealer) serve selected branches and provide investment-related services including securities trading, financial planning, mutual funds sales, fixed and variable annuities and tax-exempt and conventional unit trusts.
Liquidity and Funding
We depend on deposits and external financing sources to fund our operations. We employ a variety of financing arrangements, including term debt, subordinated debt, and equity. A discussion of our liquidity and funding programs has been included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations under “Liquidity,” and Item 7A. Quantitative and Qualitative Disclosures About Market Risk under “Liquidity Risk.”
Competition
The banking business and related financial service providers operate in a highly competitive market. The Company competes with other commercial banks, thrifts, credit unions, stockbrokers, finance divisions of auto and farm equipment companies, agricultural suppliers, and other agriculture-related lenders. Some of these competitors are local, while others are statewide, regional or nationwide. In addition, financial technology, or fintech, companies are emerging in key areas of banking. We compete for deposits, loans, and other financial services through the range and quality of services we provide, with an emphasis on building long-lasting relationships. 

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Employees
As of December 31, 2019, we had 771 full-time equivalent employees. We value our employees and operate under the principle of hiring and retaining excellent employees. We provide our employees with a comprehensive program of benefits, including comprehensive medical and dental plans, life insurance, long-term and short-term disability coverage, a 401(k) plan, and an employee stock ownership plan. Our continued commitment to employees was demonstrated by MidWestOne Bank being honored in 2019 as one of the Des Moines Register’s “Top Workplaces” for the 7th consecutive year.
Available Information
We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other information with the SEC. The public may obtain copies of these reports and any amendments at the SEC’s Internet site, www.sec.gov.
Additionally, reports filed with the SEC can be obtained free of charge through our website at www.midwestone.com under “Investor Relations”. These reports are made available through our website as soon as reasonably practicable after they are filed electronically with, or furnished to, the SEC. Information on, or accessible through, our website is not part of, or incorporated by reference in, this Annual Report on Form 10-K.
Supervision and Regulation
General
FDIC-insured institutions, like the Bank, their holding companies and their affiliates are extensively regulated under federal and state law. As a result, our growth and earnings performance may be affected not only by management decisions and general economic conditions, but also by the requirements of federal and state statutes and by the regulations and policies of various bank regulatory agencies, including the Iowa Division of Banking (the “Iowa Division”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC and the Consumer Financial Protection Bureau (the “CFPB”). Furthermore, taxation laws administered by the Internal Revenue Service and state taxing authorities, accounting rules developed by the FASB, securities laws administered by the SEC and state securities authorities, and anti-money laundering laws enforced by the U.S. Department of the Treasury (“Treasury”) have an impact on our business. The effect of these statutes, regulations, regulatory policies and accounting rules are significant to our operations and results.
Federal and state banking laws impose a comprehensive system of supervision, regulation and enforcement on the operations of FDIC-insured institutions, their holding companies and affiliates that is intended primarily for the protection of the FDIC-insured deposits and depositors of banks, rather than shareholders. These laws, and the regulations of the bank regulatory agencies issued under them, affect, among other things, the scope of our business, the kinds and amounts of investments the Company and the Bank may make, reserve requirements, required capital levels relative to assets, the nature and amount of collateral for loans, the establishment of branches, the ability to merge, consolidate and acquire, dealings with our insiders and affiliates and the payment of dividends. In reaction to the global financial crisis and particularly following the passage of the Dodd Frank Act, we experienced heightened regulatory requirements and scrutiny. Although the reforms primarily targeted systemically important financial service providers, their influence filtered down in varying degrees to community banks over time and caused our compliance and risk management processes, and the costs thereof, to increase. However, in May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (“Regulatory Relief Act”) was enacted by Congress in part to provide regulatory relief for community banks and their holding companies. To that end, the law eliminated questions about the applicability of certain Dodd-Frank Act reforms to community bank systems, including relieving us of any requirement to engage in mandatory stress tests, maintain a risk committee or comply with the Volcker Rule’s complicated prohibitions on proprietary trading and ownership of private funds. We believe these reforms are favorable to our operations.
The supervisory framework for U.S. banking organizations subjects banks and bank holding companies to regular examination by their respective regulatory agencies, which results in examination reports and ratings that are not publicly available and that can impact the conduct and growth of their business. These examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management ability and performance, earnings, liquidity, and various other factors. The regulatory agencies generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with laws and regulations.
The following is a summary of the material elements of the supervisory and regulatory framework applicable to the Company and the Bank, beginning with a discussion of the continuing regulatory emphasis on our capital levels. It does not describe all of the

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statutes, regulations and regulatory policies that apply, nor does it restate all of the requirements of those that are described. The descriptions are qualified in their entirety by reference to the particular statutory and regulatory provision.
The Role of Capital
Regulatory capital represents the net assets of a banking organization available to absorb losses. Because of the risks attendant to their business, FDIC-insured institutions are generally required to hold more capital than other businesses, which directly affects their earnings capabilities. While capital has historically been one of the key measures of the financial health of both bank holding companies and banks, its role became fundamentally more important in the wake of the global financial crisis, as the banking regulators recognized that the amount and quality of capital held by banks prior to the crisis was insufficient to absorb losses during periods of severe stress. Certain provisions of the Dodd-Frank Act and Basel III, discussed below, establish capital standards that are meaningfully more stringent than those in place previously.
Minimum Required Capital Levels. Banks have been required to hold minimum levels of capital based on guidelines established by the bank regulatory agencies since 1983. The minimums have been expressed in terms of ratios of “capital” divided by “total assets.” As discussed below, bank capital measures have become more sophisticated over the years and have focused more on the quality of capital and the risk of assets. Bank holding companies have historically had to comply with less stringent capital standards than their bank subsidiaries and have been able to raise capital with hybrid instruments such as trust preferred securities. The Dodd-Frank Act mandated the Federal Reserve to establish minimum capital levels for holding companies on a consolidated basis as stringent as those required for FDIC-insured institutions. A result of this change is that the proceeds of hybrid instruments, such as trust preferred securities, were excluded from capital over a phase-out period. However, if such securities were issued prior to May 19, 2010 by bank holding companies with less than $15 billion of assets, they may be retained, subject to certain restrictions. Because we have assets of less than $15 billion, we are able to maintain our trust preferred proceeds as capital but we have to comply with new capital mandates in other respects and will not be able to raise capital in the future through the issuance of trust preferred securities.
The Basel International Capital Accords. The risk-based capital guidelines for U.S. banks since 1989 were based upon the 1988 capital accord known as “Basel I” adopted by the international Basel Committee on Banking Supervision, a committee of central banks and bank supervisors that acts as the primary global standard-setter for prudential regulation, as implemented by the U.S. bank regulatory agencies on an interagency basis. The accord recognized that bank assets for the purpose of the capital ratio calculations needed to be assigned risk weights (the theory being that riskier assets should require more capital) and that off-balance sheet exposures needed to be factored in the calculations. Basel I had a very simple formula for assigning risk weights to bank assets from 0% to 100% based on four categories.  In 2008, the banking agencies collaboratively began to phase-in capital standards based on a second capital accord, referred to as “Basel II,” for large or “core” international banks (generally defined for U.S. purposes as having total assets of $250 billion or more, or consolidated foreign exposures of $10 billion or more) known as “advanced approaches” banks. The primary focus of Basel II was on the calculation of risk weights based on complex models developed by each advanced approaches bank. Because most banks were not subject to Basel II, the U.S. bank regulators worked to improve the risk sensitivity of Basel I standards without imposing the complexities of Basel II. This “standardized approach” increased the number of risk-weight categories and recognized risks well above the original 100% risk weight. It is institutionalized by the Dodd-Frank Act for all banking organizations, even for the advanced approaches banks, as a floor.
On September 12, 2010, the Group of Governors and Heads of Supervision, the oversight body of the Basel Committee on Banking Supervision, announced agreement on a strengthened set of capital requirements for banking organizations around the world, known as Basel III, to address deficiencies recognized in connection with the global financial crisis. 
The Basel III Rules. In July 2013, the U.S. federal banking agencies approved the implementation of the Basel III regulatory capital reforms in pertinent part, and, at the same time, promulgated rules effecting certain changes required by the Dodd-Frank Act. In contrast to capital requirements historically, which were in the form of guidelines, Basel III was released in the form of enforceable regulations by each of the regulatory agencies. The Basel III Rules are applicable to all banking organizations that are subject to minimum capital requirements, including federal and state banks and savings and loan associations, as well as to bank and savings and loan holding companies, other than “small bank holding companies” (generally holding companies with consolidated assets of less than $3 billion) and certain qualifying banking organizations that may elect a simplified framework (which we have not done). Thus, the Company and the Bank are each currently subject to the Basel III Rules as described below.
The Basel III Rules increased the required quantity and quality of capital and, for nearly every class of assets, they require more complex, detailed and calibrated assessment of risk and calculation of risk-weight amounts.
Not only did the Basel III Rules increase most of the required minimum capital ratios in effect prior to January 1, 2015, but they introduced the concept of Common Equity Tier 1 Capital, which consists primarily of common stock, related surplus (net of Treasury stock), retained earnings, and Common Equity Tier 1 minority interests subject to certain regulatory adjustments. The

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Basel III Rules also changed the definition of capital by establishing more stringent criteria that instruments must meet to be considered Additional Tier 1 Capital (primarily non-cumulative perpetual preferred stock that meets certain requirements) and Tier 2 Capital (primarily other types of preferred stock and subordinated debt, subject to limitations). A number of instruments that qualified as Tier 1 Capital under Basel I do not qualify, or their qualifications changed. For example, noncumulative perpetual preferred stock, which qualified as simple Tier 1 Capital under Basel I, does not qualify as Common Equity Tier 1 Capital, but qualifies as Additional Tier 1 Capital. The Basel III Rules also constrained the inclusion of minority interests, mortgage-servicing assets, and deferred tax assets in capital and requires deductions from Common Equity Tier 1 Capital in the event that such assets exceed a certain percentage of a banking institution’s Common Equity Tier 1 Capital.
The Basel III Rules require minimum capital ratios as follows:
A ratio of minimum Common Equity Tier 1 Capital equal to 4.5% of risk-weighted assets;
An increase in the minimum required amount of Tier 1 Capital from 4% to 6% of risk-weighted assets;
A continuation of the minimum required amount of Total Capital (Tier 1 plus Tier 2) at 8% of risk-weighted assets; and
A minimum leverage ratio of Tier 1 Capital to total quarterly average assets equal to 4% in all circumstances.

In addition, institutions that seek the freedom to make capital distributions (including for dividends and repurchases of stock) and pay discretionary bonuses to executive officers without restriction must also maintain greater than 2.5% in Common Equity Tier 1 Capital attributable to a capital conservation buffer. The purpose of the conservation buffer is to ensure that banking institutions maintain a buffer of capital that can be used to absorb losses during periods of financial and economic stress. Factoring in the conservation buffer increases the minimum ratios depicted above to 7% for Common Equity Tier 1 Capital, 8.5% for Tier 1 Capital and 10.5% for Total Capital.
The failure to maintain a capital conservation buffer greater than 2.5% will result in restrictions on capital distributions (including dividends and repurchases of stock) and discretionary bonus payments to executive officers, unless prior regulatory approval is obtained. If a banking institution’s conservation buffer is less than or equal to 0.625%, the banking institution may not make any capital distributions or discretionary bonus payments to executive officers. If the conservation buffer is greater than 0.625% but less than or equal to 1.25%, capital distributions and discretionary bonus payments are limited to 20% of net income for the four calendar quarters preceding the current calendar quarter (net of any capital distributions made during those four quarters), or “eligible retained income.” If the conservation buffer is greater than 1.25% but less than or equal to 1.875%, the limit is 40% of eligible retained income, and if the conservation buffer is greater than 1.875% but less than or equal to 2.5%, the limit is 60% of eligible retained income.
Well-Capitalized Requirements. The ratios described above are minimum standards in order for banking organizations to be considered “adequately capitalized.” Bank regulatory agencies uniformly encourage banks to hold more capital and be “well-capitalized” and, to that end, federal law and regulations provide various incentives for banking organizations to maintain regulatory capital at levels in excess of minimum regulatory requirements. For example, a banking organization that is well-capitalized may: (i) qualify for exemptions from prior notice or application requirements otherwise applicable to certain types of activities; (ii) qualify for expedited processing of other required notices or applications; and (iii) accept, roll-over or renew brokered deposits. Higher capital levels could also be required if warranted by the particular circumstances or risk profiles of individual banking organizations. For example, the Federal Reserve’s capital guidelines contemplate that additional capital may be required to take adequate account of, among other things, interest rate risk, or the risks posed by concentrations of credit, nontraditional activities or securities trading activities. Further, any banking organization experiencing or anticipating significant growth would be expected to maintain capital ratios, including tangible capital positions (i.e., Tier 1 Capital less all intangible assets), well above the minimum levels.
Under the capital regulations of the FDIC and Federal Reserve, in order to be well‑capitalized, a banking organization must maintain:
A Common Equity Tier 1 Capital ratio to risk-weighted assets of 6.5% or more;
A ratio of Tier 1 Capital to total risk-weighted assets of 8% or more (6% under Basel I);
A ratio of Total Capital to total risk-weighted assets of 10% or more (the same as Basel I); and
A leverage ratio of Tier 1 Capital to total adjusted average quarterly assets of 5% or greater.

It is possible under the Basel III Rules to be well-capitalized while remaining out of compliance with the capital conservation buffer discussed above.

As of December 31, 2019: (i) the Bank was not subject to a directive from the FDIC to increase its capital and (ii) the Bank was well-capitalized, as defined by FDIC regulations. As of December 31, 2019, the Company had regulatory capital in excess of the

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Federal Reserve’s requirements and met the Basel III Rules requirements to be well-capitalized. We are also in compliance with the capital conservation buffer.
Prompt Corrective Action. The concept of an institution being “well-capitalized” is part of a regulatory enforcement regime that provides the federal banking regulators with broad power to take “prompt corrective action” to resolve the problems of institutions based on the capital level of each particular institution. The extent of the regulators’ powers depends on whether the institution in question is “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized,” in each case as defined by regulation. Depending upon the capital category to which an institution is assigned, the regulators’ corrective powers include: (i) requiring the institution to submit a capital restoration plan; (ii) limiting the institution’s asset growth and restricting its activities; (iii) requiring the institution to issue additional capital stock (including additional voting stock) or to sell itself; (iv) restricting transactions between the institution and its affiliates; (v) restricting the interest rate that the institution may pay on deposits; (vi) ordering a new election of directors of the institution; (vii) requiring that senior executive officers or directors be dismissed; (viii) prohibiting the institution from accepting deposits from correspondent banks; (ix) requiring the institution to divest certain subsidiaries; (x) prohibiting the payment of principal or interest on subordinated debt; and (xi) ultimately, appointing a receiver for the institution.
Community Bank Capital Simplification. Community banks have long raised concerns with bank regulators about the regulatory burden, complexity, and costs associated with certain provisions of the Basel III Rules. In response, Congress provided an “off-ramp” for institutions, like us, with total consolidated assets of less than $10 billion. Section 201 of the Regulatory Relief Act instructed the federal banking regulators to establish a single “Community Bank Leverage Ratio” (“CBLR”) of between 8 and 10%. Under the final rule, a community banking organization is eligible to elect the new framework if it has: less than $10 billion in total consolidated assets, limited amounts of certain assets and off-balance sheet exposures, and a CBLR greater than 9%. We may elect the CBLR framework at any time but have not currently determined to do so.

Regulation and Supervision of the Company
General. The Company, as the sole shareholder of the Bank, is a bank holding company that has elected financial holding company status. As a bank holding company, we are registered with, and subject to regulation by, the Federal Reserve under the BHCA. We are legally obligated to act as a source of financial and managerial strength to the Bank and to commit resources to support the Bank in circumstances where we might not otherwise do so. Under the BHCA, we are subject to periodic examination by the Federal Reserve and are required to file with the Federal Reserve periodic reports of our operations and such additional information regarding us and the Bank as the Federal Reserve may require.
Acquisitions, Activities and Financial Holding Company Election. The primary purpose of a bank holding company is to control and manage banks. The BHCA generally requires the prior approval of the Federal Reserve for any merger involving a bank holding company or any acquisition by a bank holding company of another bank or bank holding company. Subject to certain conditions (including deposit concentration limits established by the BHCA), the Federal Reserve may allow a bank holding company to acquire banks located in any state of the United States. In approving interstate acquisitions, the Federal Reserve is required to give effect to applicable state law limitations on the aggregate amount of deposits that may be held by the acquiring bank holding company and its FDIC-insured institution affiliates in the state in which the target bank is located (provided that those limits do not discriminate against out-of-state institutions or their holding companies) and state laws that require that the target bank have been in existence for a minimum period of time (not to exceed five years) before being acquired by an out-of-state bank holding company. Furthermore, in accordance with the Dodd-Frank Act, bank holding companies must be well-capitalized and well-managed in order to effect interstate mergers or acquisitions. For a discussion of the capital requirements, see “The Role of Capital” above.
The BHCA generally prohibits us from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company that is not a bank and from engaging in any business other than that of banking, managing and controlling banks or furnishing services to banks and their subsidiaries. This general prohibition is subject to a number of exceptions. The principal exception allows bank holding companies to engage in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve prior to November 11, 1999 to be “so closely related to banking ... as to be a proper incident thereto.” This authority permits us to engage in a variety of banking-related businesses, including the ownership and operation of a savings association, or any entity engaged in consumer finance, equipment leasing, the operation of a computer service bureau (including software development) and mortgage banking and brokerage services. The BHCA does not place territorial restrictions on the domestic activities of nonbank subsidiaries of bank holding companies.
Additionally, bank holding companies that meet certain eligibility requirements prescribed by the BHCA and elect to operate as financial holding companies may engage in, or own shares in companies engaged in, a wider range of nonbanking activities, including securities and insurance underwriting and sales, merchant banking and any other activity that the Federal Reserve, in

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consultation with the Secretary of the Treasury, determines by regulation or order is financial in nature or incidental to any such financial activity or that the Federal Reserve determines by order to be complementary to any such financial activity and does not pose a substantial risk to the safety or soundness of FDIC-insured institutions or the financial system generally. We have elected to operate as a financial holding company. In order to maintain our status as a financial holding company, the Company and the Bank must be well-capitalized, well-managed, and the Bank must have at least a satisfactory Community Reinvestment Act (“CRA”) rating. If the Federal Reserve determines that a financial holding company is not well-capitalized or well-managed, we have a period of time in which to achieve compliance, but during the period of noncompliance, the Federal Reserve may place any limitations on us it believes to be appropriate. Furthermore, if the Federal Reserve determines that a financial holding company’s subsidiary bank has not received a satisfactory CRA rating, that company will not be able to commence any new financial activities or acquire a company that engages in such activities.
Change in Control. Federal law also prohibits any person or company from acquiring “control” of an FDIC-insured depository institution or its holding company without prior notice to the appropriate federal bank regulator. “Control” is conclusively presumed to exist upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company, but may arise under certain circumstances between 10% and 24.99% ownership.
Capital Requirements. We are required to maintain consolidated capital in accordance with Federal Reserve capital adequacy requirements. For a discussion of capital requirements, see “The Role of Capital” above.
Dividend Payments. Our ability to pay dividends to our shareholders may be affected by both general corporate law considerations and policies of the Federal Reserve applicable to bank holding companies. As an Iowa corporation, we are subject to the limitations of Iowa law, which allows us to pay dividends unless, after such dividend, (i) we would not be able to pay our debts as they become due in the usual course of business or (ii) our total assets would be less than the sum of our total liabilities plus any amount that would be needed if we were to be dissolved at the time of the dividend payment, to satisfy the preferential rights upon dissolution of shareholders whose rights are superior to the rights of the shareholders receiving the distribution.
As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should eliminate, defer or significantly reduce dividends to shareholders if: (i) the company’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) the prospective rate of earnings retention is inconsistent with the company’s capital needs and overall current and prospective financial condition; or (iii) the company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. The Federal Reserve also possesses enforcement powers over bank holding companies and their nonbank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies. In addition, under the Basel III Rules, institutions that seek the freedom to pay dividends have to maintain greater than 2.5% in Common Equity Tier 1 Capital attributable to the capital conservation buffer. See “The Role of Capital” above.
Incentive Compensation. There have been a number of developments in recent years focused on incentive compensation plans sponsored by bank holding companies and banks, reflecting recognition by the bank regulatory agencies and Congress that flawed incentive compensation practices in the financial industry were one of many factors contributing to the global financial crisis. Layered on top of that are the abuses in the headlines dealing with product cross-selling incentive plans. The result is interagency guidance on sound incentive compensation practices.
The interagency guidance recognized three core principles. Effective incentive plans should: (i) provide employees incentives that appropriately balance risk and reward; (ii) be compatible with effective controls and risk-management; and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. Much of the guidance addresses large banking organizations and, because of the size and complexity of their operations, the regulators expect those organizations to maintain systematic and formalized policies, procedures, and systems for ensuring that the incentive compensation arrangements for all executive and non-executive employees covered by this guidance are identified and reviewed, and appropriately balance risks and rewards.  Smaller banking organizations like us that use incentive compensation arrangements are expected to be less extensive, formalized, and detailed than those of the larger banks. 
Monetary Policy. The monetary policy of the Federal Reserve has a significant effect on the operating results of financial or bank holding companies and their subsidiaries. Among the tools available to the Federal Reserve to affect the money supply are open market transactions in U.S. government securities, changes in the discount rate on bank borrowings and changes in reserve requirements against bank deposits. These means are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may affect interest rates charged on loans or paid on deposits.

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Federal Securities Regulation. Our common stock is registered with the SEC under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Consequently, we are subject to the information, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the Exchange Act.
Corporate Governance. The Dodd-Frank Act addressed many investor protection, corporate governance and executive compensation matters that will affect most U.S. publicly traded companies. The Dodd Frank Act increased shareholder influence over boards of directors by requiring companies to give shareholders a nonbinding vote on executive compensation and so-called “golden parachute” payments, and authorizing the SEC to promulgate rules that would allow shareholders to nominate and solicit voters for their own candidates using a company’s proxy materials. The legislation also directed the Federal Reserve to promulgate rules prohibiting excessive compensation paid to executives of bank holding companies, regardless of whether such companies are publicly traded.

Supervision and Regulation of the Bank
General. The Bank is an Iowa-chartered bank. The deposit accounts of the Bank are insured by the FDIC’s Deposit Insurance Fund (“DIF”) to the maximum extent provided under federal law and FDIC regulations, currently $250,000 per insured depositor category. As an Iowa-chartered FDIC-insured bank, the Bank is subject to the examination, supervision, reporting and enforcement requirements of the Iowa Division of Banking, the chartering authority for Iowa banks, and the FDIC, designated by federal law as the primary federal regulator of insured state banks that, like the Bank, are not members of the Federal Reserve System (nonmember banks).
Deposit Insurance. As an FDIC-insured institution, the Bank is required to pay deposit insurance premium assessments to the FDIC.  The FDIC has adopted a risk-based assessment system whereby FDIC-insured institutions pay insurance premiums at rates based on their risk classification.  For institutions like the Bank that are not considered large and highly complex banking organizations, assessments are now based on examination ratings and financial ratios. The total base assessment rates currently range from 1.5 basis points to 30 basis points. At least semi-annually, the FDIC updates its loss and income projections for the DIF and, if needed, increases or decreases the assessment rates, following notice and comment on proposed rulemaking. The assessment base against which an FDIC-insured institution’s deposit insurance premiums paid to the DIF has been calculated since effectiveness of the Dodd-Frank Act based on its average consolidated total assets less its average tangible equity. This method shifted the burden of deposit insurance premiums toward those large depository institutions that rely on funding sources other than U.S. deposits. 
The reserve ratio is the FDIC insurance fund balance divided by the estimated total amount of insured deposits. The Dodd-Frank Act altered the minimum reserve ratio of the DIF, increasing the minimum from 1.15% to 1.35% of the estimated amount of total insured deposits, and eliminating the requirement that the FDIC pay dividends to FDIC-insured institutions when the reserve ratio exceeds certain thresholds.  The reserve ratio reached 1.36% as of September 30, 2018, exceeding the statutory required minimum reserve ratio of 1.35%. As a result, the FDIC is providing assessment credits to insured depository institutions, like the Bank, with total consolidated assets of less than $10 billion for the portion of their regular assessments that contributed to growth in the reserve ratio between 1.15% and 1.35%. The share of the aggregate small bank credits allocated to each insured institution is proportional to its credit base, defined as the average of its regular assessment base during the credit calculation period. The FDIC is currently applying the credits for quarterly assessment periods beginning July 1, 2019, and, as long as the reserve ratio is at least 1.35%, the FDIC will remit the full nominal value of any remaining credits in a lump-sum payment.

Supervisory Assessments. All Iowa banks are required to pay supervisory assessments to the Iowa Division to fund the operations of that agency. The amount of the assessment is calculated on the basis of the Bank’s total assets. During the year ended December 31, 2019, the Bank paid supervisory assessments to the Iowa Division totaling approximately $147,000.
Capital Requirements. Banks are generally required to maintain capital levels in excess of other businesses. For a discussion of capital requirements, see “The Role of Capital” above.
Liquidity Requirements. Liquidity is a measure of the ability and ease with which bank assets may be converted to cash. Liquid assets are those that can be converted to cash quickly if needed to meet financial obligations. To remain viable, FDIC-insured institutions must have enough liquid assets to meet their near-term obligations, such as withdrawals by depositors. Because the global financial crisis was in part a liquidity crisis, Basel III also includes a liquidity framework that requires FDIC-insured institutions to measure their liquidity against specific liquidity tests. One test, referred to as the liquidity coverage ratio, or LCR, is designed to ensure that the banking entity has an adequate stock of unencumbered high-quality liquid assets that can be converted easily and immediately in private markets into cash to meet liquidity needs for a 30-calendar day liquidity stress scenario. The other test, known as the net stable funding ratio, or NSFR, is designed to promote more medium- and long-term funding of the assets and activities of FDIC-insured institutions over a one-year horizon. These tests provide an incentive for banks and holding

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companies to increase their holdings in Treasury securities and other sovereign debt as a component of assets, increase the use of long-term debt as a funding source and rely on stable funding like core deposits (in lieu of brokered deposits).
In addition to liquidity guidelines already in place, the federal bank regulatory agencies implemented the Basel III LCR in September 2014, which requires large financial firms to hold levels of liquid assets sufficient to protect against constraints on their funding during times of financial turmoil, and in 2016 proposed implementation of the NSFR. While these rules do not, and will not, apply to the Bank, we continue to review our liquidity risk management policies in light of developments.

Dividend Payments. The primary source of funds for the Company is dividends from the Bank. Under the Iowa Banking Act, Iowa-chartered banks generally may pay dividends only out of undivided profits. The Iowa Division may restrict the declaration or payment of a dividend by an Iowa-chartered bank, such as the Bank. The payment of dividends by any FDIC-insured institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a FDIC-insured institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized. As described above, the Bank exceeded its capital requirements under applicable guidelines as of December 31, 2019. Notwithstanding the availability of funds for dividends, however, the FDIC and the Iowa Division may prohibit the payment of dividends by the Bank if either or both determine such payment would constitute an unsafe or unsound practice. In addition, under the Basel III Rules, institutions that seek the freedom to pay dividends have to maintain greater than 2.5% in Common Equity Tier 1 Capital attributable to the capital conservation buffer. See “The Role of Capital” above.

State Bank Investments and Activities. The Bank is permitted to make investments and engage in activities directly or through subsidiaries as authorized by Iowa law. However, under federal law and FDIC regulations, FDIC-insured state banks are prohibited, subject to certain exceptions, from making or retaining equity investments of a type, or in an amount, that are not permissible for a national bank. Federal law and FDIC regulations also prohibit FDIC-insured state banks and their subsidiaries, subject to certain exceptions, from engaging as principal in any activity that is not permitted for a national bank unless the bank meets, and continues to meet, its minimum regulatory capital requirements and the FDIC determines that the activity would not pose a significant risk to the DIF. These restrictions have not had, and are not currently expected to have, a material impact on the operations of the Bank.
Insider Transactions. The Bank is subject to certain restrictions imposed by federal law on “covered transactions” between the Bank and its “affiliates.” The Company is an affiliate of the Bank for purposes of these restrictions, and covered transactions subject to the restrictions include extensions of credit to the Company, investments in the stock or other securities of the Company and the acceptance of the stock or other securities of the Company as collateral for loans made by the Bank. The Dodd-Frank Act enhanced the requirements for certain transactions with affiliates, including an expansion of the definition of “covered transactions” and an increase in the amount of time for which collateral requirements regarding covered transactions must be maintained.
Certain limitations and reporting requirements are also placed on extensions of credit by the Bank to its directors and officers, to directors and officers of the Company and its subsidiaries, to principal shareholders of the Company and to “related interests” of such directors, officers and principal shareholders. In addition, federal law and regulations may affect the terms upon which any person who is a director or officer of the Company or the Bank, or a principal shareholder of the Company, may obtain credit from banks with which the Bank maintains a correspondent relationship.
Safety and Soundness Standards/Risk Management. The federal banking agencies have adopted operational and managerial standards to promote the safety and soundness of FDIC-insured institutions. The standards apply to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, asset quality and earnings.
In general, the safety and soundness standards prescribe the goals to be achieved in each area, and each institution is responsible for establishing its own procedures to achieve those goals. While regulatory standards do not have the force of law, if an institution operates in an unsafe and unsound manner, the FDIC-insured institution’s primary federal regulator may require the institution to submit a plan for achieving and maintaining compliance. If an FDIC-insured institution fails to submit an acceptable compliance plan, or fails in any material respect to implement a compliance plan that has been accepted by its primary federal regulator, the regulator is required to issue an order directing the institution to cure the deficiency. Until the deficiency cited in the regulator’s order is cured, the regulator may restrict the FDIC-insured institution’s rate of growth, require the FDIC-insured institution to increase its capital, restrict the rates the institution pays on deposits or require the institution to take any action the regulator deems appropriate under the circumstances. Noncompliance with safety and soundness may also constitute grounds for other enforcement action by the federal bank regulatory agencies, including cease and desist orders and civil money penalty assessments.
During the past decade, the bank regulatory agencies have increasingly emphasized the importance of sound risk management processes and strong internal controls when evaluating the activities of the FDIC-insured institutions they supervise. Properly managing risks has been identified as critical to the conduct of safe and sound banking activities and has become even more important as new technologies, product innovation, and the size and speed of financial transactions have changed the nature of

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banking markets. The agencies have identified a spectrum of risks facing a banking institution including, but not limited to, credit, market, liquidity, operational, legal and reputational risk. The key risk themes identified for 2020 are: (i) elevated operational risk as banks adapt to an evolving technology environment and persistent cybersecurity risks; (ii) the need for banks to prepare for a cyclical change in credit risk while credit performance is strong; (iii) elevated interest rate risk due to lower rates continuing to compress net interest margins; and (iv) strategic risks from non-depository financial institutions, use of innovative and evolving technology, and progressive data analysis capabilities. The Bank is expected to have active board and senior management oversight; adequate policies, procedures and limits; adequate risk measurement, monitoring and management information systems; and comprehensive internal controls.
Privacy and Cybersecurity. The Bank is subject to many U.S. federal and state laws and regulations governing requirements for maintaining policies and procedures to protect non-public confidential information of their customers. These laws require the Bank to periodically disclose its privacy policies and practices relating to sharing such information and permit consumers to opt out of their ability to share information with unaffiliated third parties under certain circumstances. They also impact the Bank’s ability to share certain information with affiliates and non-affiliates for marketing and/or non-marketing purposes, or to contact customers with marketing offers. In addition, the Bank is required to implement a comprehensive information security program that includes administrative, technical, and physical safeguards to ensure the security and confidentiality of customer records and information. These security and privacy policies and procedures, for the protection of personal and confidential information, are in effect across all businesses and geographic locations.
Branching Authority. Iowa banks, such as the Bank, have the authority under Iowa law to establish branches anywhere in the State of Iowa, subject to receipt of all required regulatory approvals. The establishment of new interstate branches has historically been permitted only in those states the laws of which expressly authorize such expansion. The Dodd-Frank Act permits well-capitalized and well-managed banks to establish new interstate branches or the acquisition of individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) without impediments. Federal law permits state and national banks to merge with banks in other states subject to: (i) regulatory approval; (ii) federal and state deposit concentration limits; and (iii) state law limitations requiring the merging bank to have been in existence for a minimum period of time (not to exceed five years) prior to the merger.
Transaction Account Reserves. Federal Reserve regulations require FDIC-insured institutions to maintain reserves against their transaction accounts (primarily NOW and regular checking accounts). For 2020, the first $16.9 million of otherwise reservable balances are exempt from reserves and have a zero percent reserve requirement; for transaction accounts aggregating between $16.9 million to $127.5 million, the reserve requirement is 3% of those transaction account balances; and for net transaction accounts in excess of $127.5 million, the reserve requirement is 10% of the aggregate amount of total transaction account balances in excess of $127.5 million. These reserve requirements are subject to annual adjustment by the Federal Reserve.
Community Reinvestment Act Requirements. The CRA requires the Bank to have a continuing and affirmative obligation in a safe and sound manner to help meet the credit needs of the entire community, including low- and moderate-income neighborhoods. Federal regulators regularly assess the Bank’s record of meeting the credit needs of its communities. Applications for additional acquisitions would be affected by the evaluation of the Bank’s effectiveness in meeting its CRA requirements.
Anti-Money Laundering. The USA Patriot Act is designed to deny terrorists and criminals the ability to obtain access to the U.S. financial system and has significant implications for FDIC-insured institutions, brokers, dealers and other businesses involved in the transfer of money. The USA Patriot Act mandates financial services companies to have policies and procedures with respect to measures designed to address any or all of the following matters: (i) customer identification programs; (ii) money laundering; (iii) terrorist financing; (iv) identifying and reporting suspicious activities and currency transactions; (v) currency crimes; and (vi) cooperation between FDIC-insured institutions and law enforcement authorities.
Concentrations in Commercial Real Estate. Concentration risk exists when FDIC-insured institutions deploy too many assets to any one industry or segment. A concentration in commercial real estate is one example of regulatory concern. The interagency Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices guidance (“CRE Guidance”) provides supervisory criteria, including the following numerical indicators, to assist bank examiners in identifying banks with potentially significant commercial real estate loan concentrations that may warrant greater supervisory scrutiny: (i) commercial real estate loans exceeding 300% of capital and increasing 50% or more in the preceding three years; or (ii) construction and land development loans exceeding 100% of capital. The CRE Guidance does not limit banks’ levels of commercial real estate lending activities, but rather guides institutions in developing risk management practices and levels of capital that are commensurate with the level and nature of their commercial real estate concentrations. On December 18, 2015, the federal banking agencies issued a statement to reinforce prudent risk-management practices related to CRE lending, having observed substantial growth in many CRE asset and lending markets, increased competitive pressures, rising CRE concentrations in banks, and an easing of CRE underwriting standards. The federal bank agencies reminded FDIC-insured institutions to maintain underwriting discipline and exercise prudent risk-management practices to identify, measure, monitor, and manage the risks arising from CRE lending. In addition, FDIC-

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insured institutions must maintain capital commensurate with the level and nature of their CRE concentration risk. As of December 31, 2019, the Bank did not exceed these guidelines.
Consumer Financial Services. The historical structure of federal consumer protection regulation applicable to all providers of consumer financial products and services changed significantly on July 21, 2011, when the CFPB commenced operations to supervise and enforce consumer protection laws. The CFPB has broad rulemaking authority for a wide range of consumer protection laws that apply to all providers of consumer products and services, including the Bank, as well as the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over providers with more than $10 billion in assets. FDIC-insured institutions with $10 billion or less in assets, like the Bank, continue to be examined by their applicable bank regulators.
Because abuses in connection with residential mortgages were a significant factor contributing to the financial crisis, many new rules issued by the CFPB and required by the Dodd-Frank Act addressed mortgage and mortgage-related products, their underwriting, origination, servicing and sales. The Dodd-Frank Act significantly expanded underwriting requirements applicable to loans secured by 1-4 family residential real property and augmented federal law combating predatory lending practices. In addition to numerous disclosure requirements, the Dodd‑Frank Act imposed new standards for mortgage loan originations on all lenders, including banks and savings associations, in an effort to strongly encourage lenders to verify a borrower’s ability to repay, while also establishing a presumption of compliance for certain “qualified mortgages.” The Regulatory Relief Act provided relief in connection with mortgages for banks with assets of less than $10 billion, and, as a result, mortgages the Bank makes are now considered to be qualified mortgages if they are held in portfolio for the life of the loan.
The CFPB’s rules have not had a significant impact on our operations, except for higher compliance costs.
ITEM 1A.
RISK FACTORS.
An investment in our securities is subject to risks inherent in our business. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included in this report. In addition to the risks and uncertainties described below, other risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and results of operations. The value or market price of our securities could decline due to any of these identified or other risks, and you could lose all or part of your investment.
Economic and Market Risks
Our business is concentrated in and largely dependent upon the continued growth and welfare of the Iowa and Minneapolis/St. Paul markets.
We operate primarily in the central and eastern Iowa and Minneapolis/St. Paul, Minnesota markets and their surrounding communities in the upper-Midwest. As a result, our financial condition, results of operations and cash flows are significantly impacted by changes in the economic conditions in those areas. Our success depends to a significant extent upon the business activity, population, income levels, deposits and real estate activity in these markets. Although our customers’ businesses and financial interests may extend well beyond these market areas, adverse economic conditions that affect these market areas could reduce our growth rate, affect the ability of our customers to repay their loans to us, affect the value of collateral underlying loans and generally affect our financial condition and results of operations. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence; limitations on the availability of increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; uncertainty in U.S. trade policies, legislation, treaties and tariffs; natural disasters; acts of war or terrorism; widespread disease or pandemics; or a combination of these or other factors. Because of our geographic concentration, we are less able than other regional or national financial institutions to diversify our credit risks across multiple markets.
Weather-related events and other natural disasters, as well as man-made disasters, could cause a disruption in our operations or other consequences that could have an adverse impact on financial results and condition.

A significant portion of our operations are located in areas that are susceptible to floods, droughts, tornadoes and other severe weather events. Any of these, or any other severe weather event, could cause disruption to our operations and could have a material adverse effect on our overall business, results of operations or financial condition. While we maintain insurance covering many of these weather-related events, including coverage for lost profits and extra expense, there is no insurance against the disruption that a severe weather event could produce to the markets that we serve and the resulting adverse impact on our borrowers to timely repay their loans and the value of any collateral held by us. The severity and impact of weather-

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related events are difficult to predict and may be exacerbated by global climate change.

We are subject to interest rate risk, which could adversely affect our financial condition and profitability.
Shifts in short-term interest rates may reduce our net interest income, which is the principal component of our earnings. Net interest income is the difference between the amounts received by us on our interest-earning assets and the interest paid by us on our interest-bearing liabilities. When interest rates rise, the rate of interest we pay on our liabilities, such as deposits, may rise more quickly than the rate of interest that we receive on our interest-earning assets, such as loans, which could cause our profits to decrease. The impact on earnings can be adverse when the slope of the yield curve flattens, that is, when short-term interest rates increase more than long-term interest rates or when long-term interest rates decrease more than short-term interest rates.
Changes in interest rates also can affect the value of loans, securities and other assets. An increase in interest rates that adversely affects the ability of borrowers to pay the principal or interest on loans may lead to an increase in nonperforming assets and a reduction of income recognized, which could have a material adverse effect on our results of operations and cash flows. Further, when we place a loan on nonaccrual status, we reverse any accrued but unpaid interest receivable, which decreases interest income. Subsequently, we continue to have a cost to fund the loan, which is reflected as interest expense, without any interest income to offset the associated funding expense. Thus, an increase in the amount of nonperforming assets would have an adverse impact on net interest income.
Rising interest rates will likely result in a decline in value of our fixed-rate debt securities. Any unrealized losses resulting from holding available for sale securities are recognized in other comprehensive income (or net income, if the decline is other-than- temporary), and reduce total shareholders’ equity. Unrealized losses do not negatively impact our regulatory capital ratios; however, tangible common equity and the associated ratios used by many investors would be reduced. If debt securities in an unrealized loss position are sold, such losses become realized and will reduce our regulatory capital ratios.
In late 2015, the Federal Reserve’s Open Market Committee began the process of raising short-term interest rates from near-zero levels, and the Federal Reserve raised the target federal funds rate by 100 basis points in 2018 and 75 basis points in 2017. In 2019, the Federal Reserve decreased the federal funds rate by 75 basis points. If the Federal Reserve increases the federal funds rate and short-term interest rates subsequently increase and long-term interest rates do not rise, or increase but at a slower rate, we could experience net interest margin compression as our rates on interest-earning assets decline measured relative to rates on our interest-bearing liabilities. Any such occurrence could have a material adverse effect on our net interest income and on our business, financial condition and results of operations.
We measure interest rate risk under various rate scenarios and using specific criteria and assumptions. A summary of this process, along with the results of our net interest income simulations, is included at Item 7A. Quantitative and Qualitative Disclosures About Market Risk under “Interest Rate Risk.” Although we believe our current level of interest rate sensitivity is reasonable and effectively managed, significant fluctuations in interest rates may have an adverse effect on our business, financial condition and results of operations.
Monetary policies and regulations of the Federal Reserve could adversely affect our business, financial condition and results of operations.
In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve. An important function of the Federal Reserve is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve to implement these objectives are open market operations in U.S. government securities, adjustments of the discount rate and changes in reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits.
The monetary policies and regulations of the Federal Reserve have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted.
We are subject to risk concerning the discontinuance of LIBOR.
In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. LIBOR makes up one of the most common interest rate indices in the world and is commonly referenced in financial instruments. We have exposure to LIBOR in various aspects through our financial contracts. Instruments that may be impacted include loans, securities, deposits, subordinated debentures and derivatives, among

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other financial contracts indexed to LIBOR and that mature after December 31, 2021. The Alternative Reference Rates Committee ("ARRC") has proposed that the Secured Overnight Financing Rate ("SOFR") is the rate that represents best practice as the alternative to LIBOR for use in derivatives and other financial contracts that are currently indexed to LIBOR. ARRC has proposed a paced market transition plan to SOFR from LIBOR, and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to LIBOR.
Given the extensive use of LIBOR across financial markets the transition to an alternative rate presents various risks that could adversely impact the value of and return on the Company’s existing instruments and contracts. In particular, any such transition could:

adversely affect the interest rates paid or received on, the revenue and expenses associated with, and the value of our floating-rate obligations, loans, securities, deposits, subordinated debentures, derivatives, and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
prompt inquiries or other actions from regulators with respect to our preparation and readiness for the replacement of LIBOR with an alternative reference rate;
result in disputes, litigation or other actions with counterparties regarding the interpretation and enforceability of certain fallback language, or lack of fallback language, in LIBOR-based instruments; and
require the transition to or development of appropriate systems and analytics to effectively transition our risk management processes from LIBOR-based products to those based on the applicable alternative pricing benchmark, such as SOFR.

The manner and impact of this transition, as well as the effect of these developments on our funding costs, loan and investment and trading securities portfolios, asset-liability management, and business, is uncertain.

Credit and Lending Risks
We must manage our credit risk effectively.
There are risks inherent in making any loan, including risks inherent in dealing with individual borrowers, risks of nonpayment, risks resulting from uncertainties as to the future value of collateral and cash flows available to service debt and risks resulting from changes in economic and industry conditions. We attempt to minimize our credit risk through prudent loan application approval procedures, careful monitoring of the concentration of our loans within specific industries and periodic independent reviews of outstanding loans by our credit review department. We periodically examine our credit process and implement changes to improve our procedures and standards. However, we cannot assure you that such approval and monitoring procedures will reduce these credit risks. If the overall economic climate in the United States, generally, or our market areas, specifically, declines, or even if it does not, our borrowers may experience difficulties in repaying their loans, and the level of nonperforming loans, charge-offs and delinquencies could rise and require increases in the provision for loan losses, which would cause our net income and return on equity to decrease.
The small to mid-sized businesses that we lend to may have fewer resources to weather adverse business developments, which may impair a borrower’s ability to repay a loan.
We primarily serve the banking and financial services needs of small to mid-sized businesses. These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities, may be more vulnerable to economic downturns, and may experience volatility in operating results, any of which may impair a borrower’s ability to repay a loan. In addition, the success of a small and medium-sized business often depends on the management talents and efforts of one or two people or a small group of people, and the death, disability or resignation of one or more of these people could have a material adverse impact on the business and its ability to repay its loan. Should the economic conditions negatively impact the markets in which we operate, our borrowers may experience financial difficulties, and the level of nonperforming loans, charge-offs and delinquencies could rise, which could negatively impact our business.
Our loan portfolio has a significant concentration of commercial real estate loans, which involve risks specific to real estate value.
Commercial real estate lending comprises a significant portion of our lending business. Specifically, commercial real estate loans were $1.81 billion, or approximately 52.6% of our total loan portfolio, as of December 31, 2019. Of this amount, $583.6 million, or approximately 16.9% of our total loan portfolio, were loans secured by owner-occupied property, and $1.23 billion, or approximately 35.7% of our total loan portfolio, were secured by non-owner occupied property. The market value of real estate securing our commercial real estate loans can fluctuate significantly in a short period of time as a result of market conditions in

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the geographic area in which the real estate is located. Although a significant portion of such loans is secured by real estate as a secondary form of repayment, adverse developments affecting real estate values in one or more of our markets could increase the credit risk associated with our loan portfolio. Additionally, real estate lending typically involves higher loan principal amounts, and the repayment of the loans generally is dependent, in large part, on sufficient income from the properties securing the loans to cover operating expenses and debt service. Economic events or governmental regulations outside of the control of the borrower or lender could negatively impact the future cash flow and market values of the affected properties.
If problems develop in the commercial real estate sector, particularly within one or more of our markets, the value of collateral securing our commercial real estate loans could decline. In such case, we may not be able to realize the amount of security that we anticipated at the time of originating the loan, which could cause us to increase our provision for loan losses and adversely affect our operating results, financial condition and/or capital. In light of the continued general uncertainty that exists in the economy and credit markets nationally, we may experience deterioration in the performance of our commercial real estate loan customers.
Commercial, industrial and agricultural loans make up a significant portion of our loan portfolio.
Commercial, industrial and agricultural loans (including credit cards and commercially related overdrafts) were $975.7 million, or approximately 28.3% of our total loan portfolio, as of December 31, 2019. Our commercial loans are primarily made based on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. Most often, this collateral is accounts receivable, inventory and equipment. Credit support provided by the borrower for most of these loans and the probability of repayment is based on the liquidation value of the pledged collateral and enforcement of a personal guarantee, if any exists. As a result, in the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers. The collateral securing these loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. In addition, if the U.S. economy declines, this could harm the businesses of our commercial and industrial customers and reduce the value of the collateral securing these loans.
Payments on agricultural loans are dependent on the successful operation or management of the farm property. The success of the farm may be affected by many factors outside the control of the borrower, including adverse weather conditions that prevent the planting of a crop or limit crop yields, such as hail, drought and floods (although borrowers may attempt to mitigate this risk by purchasing crop insurance), loss of livestock due to disease or other factors, declines in market prices for agricultural products both domestically and internationally, and the impact of government regulations, including changes in price supports, subsidies, tariffs, trade agreements, and environmental regulations. In addition, many farms are dependent on a limited number of key individuals whose injury or death may significantly affect the successful operation of the farm. If the cash flow from a farming operation is diminished, the borrower’s ability to repay the loan may be impaired. The primary crops in our market areas are corn and soybeans. Accordingly, adverse circumstances affecting these crops could have an adverse effect on our agricultural portfolio. Likewise, agricultural operating loans involve a greater degree of risk than lending on residential properties, particularly in the case of loans that are unsecured or secured by rapidly depreciating assets such as farm equipment or assets such as livestock or crops. In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation.
Our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio.
We establish our reserve or “allowance” for loan losses at a level considered appropriate by management to absorb probable loan losses based on an analysis of the portfolio, market environment and other factors we deem relevant. The allowance for loan losses represents our estimate of probable losses in the portfolio at each balance sheet date and is based upon relevant information available to us. The allowance contains an allocation for probable losses that have been identified relating to specific borrowing relationships, as well as probable losses inherent in the loan portfolio and credit undertakings that are not specifically identified. Additions to the allowance for loan losses, which are charged to earnings through the provision for loan losses, are determined based on a variety of factors, including an analysis of the loan portfolio, historical loss experience and an evaluation of current economic conditions in our market areas. In addition, as a result of the implementation of CECL, the allowance for loan losses will reflect new or updated assumptions, model, and methods for estimating the allowance for loan losses to determine expected credit losses. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Although management has established an allowance for loan losses it believes is adequate to absorb probable and reasonably estimable losses in our loan portfolio, the allowance may not be adequate. We could sustain credit losses that are significantly higher than the amount of our allowance for loan losses. Higher loan losses could arise for a variety of reasons,

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including changes in economic, operating and other conditions within our markets, as well as changes in the financial condition, cash flows, and operations of our borrowers.
At December 31, 2019, our allowance for loan losses as a percentage of total gross loans was 0.84% and as a percentage of total nonperforming loans was approximately 63.23%. Although management believes that the allowance for loan losses is appropriate to absorb probable loan losses on any existing loans that may become uncollectible, we cannot predict loan losses with certainty, and we cannot assure you that our allowance for loan losses will prove sufficient to cover actual loan losses in the future. We may be required to make additional provisions for loan losses in the future to supplement the allowance for loan losses, either due to management’s decision to do so, as a result of the implementation of CECL, or because our banking regulators require us to do so. If we experience significant charge-offs in future periods or charge-offs in future periods exceed the allowance for loan losses, we may need additional provisions to replenish the allowance for loan losses. An increase in the allowance for loan losses will result in a decrease in net income and, most likely, capital, and may have a material negative impact on our financial condition and results of operations. Loan losses in excess of our reserves may adversely affect our business, financial condition and results of operations.
Nonperforming assets take significant time to resolve and adversely affect our results of operations and financial condition, and could result in further losses in the future.
As of December 31, 2019, our nonperforming loans, which includes nonaccrual loans, loans past due 90 days or more and still accruing interest, and loans modified under troubled debt restructurings, and excludes purchased credit impaired loans, totaled $46.0 million, or 1.33% of our loan portfolio, and our nonperforming assets, which include nonperforming loans plus foreclosed assets, net, totaled $49.7 million, or 1.44% of loans. In addition, we had $11.6 million in accruing loans (not included in the nonperforming loan totals) that were 31-89 days delinquent as of December 31, 2019.
Our nonperforming assets adversely affect our net income in various ways. We do not record interest income on nonaccrual loans or foreclosed assets, thereby adversely affecting our net income and returns on assets and equity, increasing our loan administration costs and adversely affecting our efficiency ratio. When we take collateral in foreclosure and similar proceedings, we are required to mark the collateral to its then-fair market value, which may result in a loss. These nonperforming loans and foreclosed assets also increase our risk profile and the capital our regulators believe is appropriate in light of such risks. The resolution of nonperforming assets requires significant time commitments from management and can be detrimental to the performance of their other responsibilities. If we experience increases in nonperforming loans and nonperforming assets, our net interest income may be negatively impacted and our loan administration costs could increase, each of which could have an adverse effect on our net income and related ratios, such as return on assets and equity.
We may encounter issues with environmental law compliance if we take possession, through foreclosure or otherwise, of the real property that secures a loan.
A significant portion of our loan portfolio is secured by real property. In the ordinary course of business, we may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require us to incur substantial expenses and may materially reduce the affected property's value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations.
Capital & Liquidity Risks
Liquidity risks could affect operations and jeopardize our business, financial condition and results of operations.
Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, the sale of loans and other sources could have a substantial negative effect on our liquidity. Our most important source of funds consists of customer deposits. Deposit balances can decrease when customers perceive alternative investments, such as the stock market, provide a better risk/return trade-off. If customers move money out of bank deposits and into other investments, we could lose a relatively low cost source of funds, which would require us to seek other, potentially higher cost funding alternatives. Other primary sources of funds consist of cash from operations, investment securities maturities and sales, and funds from sales of our stock. Additional liquidity is provided by brokered deposits, bank lines of credit, repurchase agreements and the ability to borrow from the Federal Reserve Bank and the FHLB. Our access to funding sources in amounts adequate to finance or capitalize our activities or on terms that are

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acceptable to us could be impaired by factors that affect us directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry.
Any decline in available funding could adversely impact our ability to originate loans, invest in securities, pay our expenses, pay dividends to our shareholders, or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations.
We may desire or be required to raise additional capital in the future, but that capital may not be available.
We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. We intend to grow our business organically and to explore opportunities to grow our business by taking advantage of attractive acquisition opportunities, and such growth plans may require us to raise additional capital to ensure that we have adequate levels of capital to support such growth on top of our current operations. In order to accommodate future capital needs, we maintain a universal shelf registration statement, which allows for future sale up to $100 million of securities. Our ability to raise additional capital will depend on conditions in the capital markets, economic conditions and a number of other factors, including investor perceptions regarding the banking industry, market conditions and governmental activities, and on our financial condition and performance. Accordingly, we cannot assure you of our ability to raise additional capital, if needed or desired, on terms acceptable to us. If we cannot raise additional capital when needed or desired, our ability to further expand our operations through internal growth or acquisitions could be materially impaired.
Downgrades in the credit rating of one or more insurers that provide credit enhancement for our state and municipal securities portfolio may have an adverse impact on the market for, and valuation of, these types of securities.
We invest in tax-exempt and taxable state and local municipal securities, some of which are insured by monoline insurers. As of December 31, 2019, we had $257.2 million of municipal securities (recorded values), which represented 32.7% of our total securities portfolio. Following the onset of the financial crisis, several of these insurers came under scrutiny by rating agencies. Even though management generally purchases municipal securities on the overall credit strength of the issuer, the reduction in the credit rating of an insurer may negatively impact the market for and valuation of our investment securities. Such a downgrade could adversely affect our liquidity, financial condition and results of operations.
Our ability to pay dividends is subject to certain limitations and restrictions, and there is no guarantee that we will be able to continue paying the same level of dividends in the future that we have paid in the past or that we will be able to pay future dividends at all.
Our ability to pay dividends is limited by regulatory restrictions and the need to maintain sufficient consolidated capital. The ability of the Bank to pay dividends to us is limited by its obligations to maintain sufficient capital and liquidity and by other general restrictions on dividends that are applicable to the Bank, including the requirement under the Iowa Banking Act that the Bank may not pay dividends in excess of its undivided profits. If these regulatory requirements are not met, the Bank will not be able to pay dividends to us, and we may be unable to pay dividends on our common stock.
In addition, as a bank holding company, our ability to declare and pay dividends is subject to the guidelines of the Federal Reserve regarding capital adequacy and dividends. The Federal Reserve guidelines generally require us to review the effects of the cash payment of dividends on common stock and other Tier 1 capital instruments (i.e., perpetual preferred stock and trust preferred debt) in light of our earnings, capital adequacy and financial condition. As a general matter, the Federal Reserve indicates that the board of directors of a bank holding company (including a financial holding company) should eliminate, defer or significantly reduce the company’s dividends if:
the company’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends;
the prospective rate of earnings retention is inconsistent with the company’s capital needs and overall current and prospective financial condition; or
the company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.
Also, banking institutions that do not maintain a capital conservation buffer, comprised of Common Equity Tier 1 Capital, greater than 2.5% above the regulatory minimum capital requirements will face constraints on the payment of dividends, stock repurchases and discretionary bonus payments to executive officers based on the amount of the shortfall, unless prior regulatory approval is obtained. Accordingly, if the Bank fails to maintain the applicable minimum capital ratios and the capital conservation buffer, distributions to the Company may be prohibited or limited, and if the Company fails to maintain the applicable minimum capital

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ratios and the capital conservation buffer, distributions to or stock repurchases from the Company’s shareholders may be prohibited or limited.
As of December 31, 2019, we had $41.6 million of junior subordinated debentures held by three statutory business trusts that we control. Interest payments on the debentures, which totaled $1.9 million for the year ended December 31, 2019, must be paid before we pay dividends on our capital stock, including our common stock. We have the right to defer interest payments on the debentures for up to 20 consecutive quarters. However, if we elect to defer interest payments, all deferred interest must be paid before we may pay dividends on our capital stock.
We have counterparty risk, and therefore, we may be adversely affected by the soundness of other financial institutions.
Our ability to engage in routine funding and other transactions could be negatively affected by the actions and the soundness of other financial institutions. Financial services institutions are generally interrelated as a result of trading, clearing, counterparty, credit or other relationships. We have exposure to many different industries and counterparties and regularly engage in transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks and other institutional customers. Many of these transactions may expose us to credit or other risks if another financial institution experiences adverse circumstances. In certain circumstances, the collateral that we hold may be insufficient to fully cover the risk that a counterparty defaults on its obligations, which may cause us to experience losses that could have a material adverse effect on our business, financial condition and results of operations.
Competitive and Strategic Risks
We face intense competition in all phases of our business from banks and other financial institutions.
The banking and financial services businesses in our markets are highly competitive. Our competitors include large regional banks, local community banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies, finance companies, money market mutual funds, small local credit unions as well as large aggressive and expansion-minded credit unions, fintech companies, and other non-bank financial services providers. Many of these competitors are not subject to the same regulatory restrictions as we are. Many of our unregulated competitors compete across geographic boundaries and are able to provide customers with a competitive alternative to traditional banking services.
Increased competition in our markets may result in a decrease in the amounts of our loans and deposits, reduced spreads between loan rates and deposit rates or loan terms that are more favorable to the borrower. Any of these results could have a material adverse effect on our ability to grow and remain profitable. If increased competition causes us to significantly discount the interest rates we offer on loans or increase the amount we pay on deposits, our net interest income could be adversely impacted. If increased competition causes us to modify our underwriting standards, we could be exposed to higher losses from lending activities. Additionally, many of our competitors are much larger in total assets and capitalization, have greater access to capital markets, have larger lending limits and offer a broader range of financial services than we can offer.
Consumers and businesses are increasingly using non-banks to complete their financial transactions, which could adversely affect our business and results of operations.
Technology and other changes are allowing consumers and businesses to complete financial transactions that historically have involved banks through alternative methods. For example, the wide acceptance of Internet-based commerce has resulted in a number of alternative payment processing systems and lending platforms in which banks play only minor roles. Customers can now maintain funds in prepaid debit cards or digital currencies, and pay bills and transfer funds directly without the direct assistance of banks. The diminishing role of banks as financial intermediaries has resulted and could continue to result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the potential loss of lower cost deposits as a source of funds could have a material adverse effect on our business, financial condition and results of operations.
We have a continuing need for technological change, and we may not have the resources to effectively implement new technology.
The financial services industry continues to undergo rapid technological changes with frequent introductions of new technology-driven products and services. In addition to enabling us to better serve our customers, the effective use of technology increases efficiency and the potential for cost reduction. Our future success will depend in part upon our ability, both internally and through our core processor, to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience as well as to create additional efficiencies in our operations as we continue to grow our market share. Many of our larger competitors have substantially greater resources to invest in technological improvements. As a result,

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they may be able to offer additional or superior products to those that we will be able to offer, which could put us at a competitive disadvantage. Accordingly, we cannot provide you with assurance that we will be able to effectively implement new technology-driven products and services or be successful in marketing such products and services to our customers.
We may be adversely affected by risks associated with completed and potential acquisitions, including execution risks, failure to realize anticipated transaction benefits, and failure to overcome integration risks, which could adversely affect our growth and profitability.
We plan to continue to grow our businesses organically but remain open to considering potential bank or other acquisition opportunities that make financial and strategic sense. In the event that we do pursue acquisitions, we may have difficulty executing on acquisitions and may not realize the anticipated benefits of any transaction we complete. Any of the foregoing matters could materially and adversely affect us.
In any acquisition that we complete, such as the acquisition of ATBancorp, we may fail to realize some or all of the anticipated transaction benefits if the integration process takes longer or is more costly than expected or otherwise fails to meet our expectations. Acquisition activities could be material to our business and involve a number of risks, including the following:
We may incur time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in our attention being diverted from the operation of our existing business.
We are exposed to potential asset and credit quality risks and unknown or contingent liabilities of the banks or businesses we acquire. If these issues or liabilities exceed our estimates, our earnings, capital and financial condition may be materially and adversely affected.
The acquisition of other entities generally requires integration of systems, procedures and personnel of the acquired entity. This integration process is complicated and time consuming and can also be disruptive to the customers and employees of the acquired business and our business. If the integration process is not conducted successfully, we may not realize the anticipated economic benefits of acquisitions within the expected time frame, or ever, and we may lose customers or employees of the acquired business. We may also experience greater than anticipated customer losses even if the integration process is successful.
To finance an acquisition, we may borrow funds or pursue other forms of financing, such as issuing convertible preferred stock, which may have high dividend rates or may be highly dilutive to holders of our common stock, thereby increasing our leverage and diminishing our liquidity, or issuing capital stock, which could dilute the interests of our existing shareholders.
We may be unsuccessful in realizing the anticipated benefits from acquisitions. For example, we may not be successful in realizing anticipated cost savings. We also may not be successful in preventing disruptions in service to existing customer relationships of the acquired institution, which could lead to a loss in revenues.
In addition to the foregoing, we may face additional risks in acquisitions to the extent we acquire new lines of business or new products, or enter new geographic areas, in which we have little or no current experience, especially if we lose key employees of the acquired operations. We cannot assure you that we will be successful in overcoming these risks or any other problems encountered in connection with acquisitions. Our inability to overcome risks associated with acquisitions could have an adverse effect on our ability to successfully implement our acquisition growth strategy and grow our business and profitability.
Accounting and Tax Risks
We are subject to changes in accounting principles, policies or guidelines.
Our financial performance is impacted by accounting principles, policies and guidelines. Some of these policies require the use of estimates and assumptions that may affect the value of our assets or liabilities and financial results. Some of our accounting policies are critical because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. If such estimates or assumptions underlying our financial statements are incorrect, we may experience material losses.
From time to time, the FASB and the SEC change the financial accounting and reporting standards, such as the implementation of CECL, or the interpretation of those standards that govern the preparation of our financial statements. These changes are beyond our control, can be difficult to predict and could materially impact how we report our financial condition and results of operations. Changes in these standards are continuously occurring, and given recent economic conditions, more drastic changes may occur. The implementation of such changes, such as CECL, could have a material adverse effect on our financial condition and results of operations.

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A new accounting standard may require us to increase our allowance for loan losses and may have a material adverse effect on our financial condition and results of operations.
The FASB adopted a new accounting standard that will be effective for the Company and the Bank for our first fiscal year after December 15, 2019. This standard, referred to as Current Expected Credit Loss, or CECL, requires financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for loan losses. This changes the prior method of providing allowances for loan losses that are probable, which may require us to increase our allowance for loan losses and has required us to greatly increase the types of data we need to collect and review to determine the appropriate level of the allowance for loan losses. The actual impact of CECL depends on the characteristics of our financial instruments, economic conditions, and our economic and loss forecasts at the adoption date. The use of economic forecasting may increase the volatility of our allowance for loan losses and our earnings. Any increase in our allowance for loan losses or expenses incurred to determine the appropriate level of the allowance for loan losses may have a material adverse effect on our financial condition and results of operations.
The Company is subject to changes in tax law and may not realize tax benefits which could adversely affect our results of operations.
Changes in tax laws at national or state levels could have an effect on the Company’s short-term and long-term earnings. Tax law changes are both difficult to predict and are beyond the Company’s control. Changes in tax laws could affect the Company’s earnings as well as its customers’ financial positions, or both. Changes in tax laws could also require the revaluation of the Company’s net deferred tax position, which could have a material adverse effect on our results of operations and financial condition. In addition, current portions of the Company’s net deferred tax assets relate to tax-effected state net operating loss carry-forwards, the utilization of which may be further limited in the event of certain material changes in the Company’s ownership.
In addition, changes in ownership could further limit the Company’s realization of deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods prior to the expiration of the related net operating losses and the limitation of Section 382 of the Internal Revenue Code (the “Code”). Section 382 of the Code contains rules that limit the ability of a company that undergoes an ownership change to utilize its net operating loss carry-forwards and certain built-in losses recognized in years after the ownership change. The Company issued a significant amount of common stock in connection with the acquisition of Central Bancshares, Inc. (“Central”) in 2015 and the acquisition of ATBancorp in 2019. While the issuance of stock does not affect an ownership change under Section 382, it may make it more likely that an ownership change under Section 382 will occur in the future. If the Company undergoes an ownership change for purposes of Section 382 as a result of future transactions involving our common stock, our ability to use net operating loss carry-forwards, tax credit carry-forwards or net unrealized built-in losses at the time of ownership change would be subject to the limitations of Section 382. The limitation may affect the amount of the Company’s deferred income tax asset and, depending on the limitation, a portion of its built-in losses. Net operating loss carry-forwards or tax credit carry-forwards could expire before the Company would be able to use them. This could adversely affect the Company’s financial position, results of operations and cash flow.
Operational Risks
We face the risk of possible future goodwill impairment.
We performed a valuation analysis of our goodwill, which increased to $91.9 million as a result of our acquisition of ATBancorp, as of October 1, 2019, which indicated no impairment existed. We will be required to perform additional goodwill impairment assessments on at least an annual basis, and perhaps more frequently, which could result in goodwill impairment charges. Any future goodwill impairment charge on the current goodwill balance, or future goodwill arising out of acquisitions that we are required to take, could have a material adverse effect on our results of operations by reducing our net income or increasing our net losses.
We could recognize losses on securities held in our securities portfolio, particularly if interest rates increase or economic and market conditions deteriorate.
As of December 31, 2019, the fair value of our securities portfolio was approximately $786.0 million. Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of these securities. For example, fixed-rate securities acquired by us are generally subject to decreases in market value when interest rates rise. Additional factors include, but are not limited to, rating agency downgrades of the securities, defaults by the issuer or individual mortgagors with respect to the underlying securities, and instability in the credit markets. Any of the foregoing factors could cause an other-than-temporary impairment in future periods and result in realized losses. The process for determining whether impairment is other-than-temporary usually requires subjective judgments about the future financial performance of the issuer

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and any collateral underlying the security in order to assess the probability of receiving all contractual principal and interest payments on the security. Because of changing economic and market conditions affecting interest rates, the financial condition of issuers of the securities and the performance of the underlying collateral, we may recognize realized and/or unrealized losses in future periods, which could have an adverse effect on our financial condition and results of operations.
Our ability to attract and retain management and key personnel may affect future growth and earnings.
Much of our success and growth has been influenced by our ability to attract and retain management experienced in banking and financial services and familiar with the communities in our market areas. Our ability to retain our executive officers, current management teams, branch managers and loan officers will continue to be important to the successful implementation of our strategy. It is also critical, as we grow, to be able to attract and retain qualified additional management and loan officers with the appropriate level of experience and knowledge about our market areas to implement our operating strategy. The Dodd-Frank Act also directs the Federal Reserve to promulgate rules prohibiting excessive compensation paid to bank holding company executives. These rules, when adopted, may make it more difficult to attract and retain the people we need to operate our businesses and limit our ability to promote our objectives through our compensation and incentive programs. The unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, results of operations and financial condition.
The occurrence of fraudulent activity, breaches or failures of our information security controls or cybersecurity-related incidents could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
As a bank, we are susceptible to fraudulent activity, information security breaches and cybersecurity-related incidents that may be committed against us or our clients, which may result in financial losses or increased costs to us or our clients, disclosure or misuse of our information or our client information, misappropriation of assets, privacy breaches against our clients, litigation or damage to our reputation. Such fraudulent activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, social engineering and other dishonest acts. Information security breaches and cybersecurity-related incidents may include fraudulent or unauthorized access to systems used by us or our clients, denial or degradation of service attacks and malware or other cyber-attacks.
There continues to be a rise in electronic fraudulent activity, security breaches and cyber-attacks within the financial services industry, especially in the commercial banking sector due to cyber criminals targeting commercial bank accounts. Several large corporations, including financial institutions and retail companies, have suffered major data breaches, in some cases exposing not only confidential and proprietary corporate information, but also sensitive financial and other personal information of their customers and employees and subjecting them to potential fraudulent activity. Some of our clients may have been affected by these breaches, which could increase their risks of identity theft and other fraudulent activity that could involve their accounts with us.
Information pertaining to us and our clients is maintained, and transactions are executed, on networks and systems maintained by us and certain third party partners, such as our online banking, mobile banking or accounting systems. The secure maintenance and transmission of confidential information, as well as execution of transactions over these systems, are essential to protect us and our clients against fraud and security breaches and to maintain the confidence of our clients. Breaches of information security also may occur through intentional or unintentional acts by those having access to our systems or the confidential information of our clients, including employees. In addition, increases in criminal activity levels and sophistication, advances in computer capabilities, new discoveries, vulnerabilities in third party technologies (including browsers and operating systems) or other developments could result in a compromise or breach of the technology, processes and controls that we use to prevent fraudulent transactions and to protect data about us, our clients and underlying transactions, as well as the technology used by our clients to access our systems. Our third party partners’ inability to anticipate, or failure to adequately mitigate, breaches of security could result in a number of negative events, including losses to us or our clients, loss of business or clients, damage to our reputation, the incurrence of additional expenses, disruption to our business, additional regulatory scrutiny or penalties or our exposure to civil litigation and possible financial liability, any of which could have a material adverse effect on our business, financial condition, results of operations and growth prospects. While we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses.
We depend on information technology and telecommunications systems of third parties, and any systems failures, interruptions or data breaches involving these systems could adversely affect our operations and financial condition.
Our business is highly dependent on the successful and uninterrupted functioning of our information technology and telecommunications systems, third party servicers, accounting systems, mobile and online banking platforms and financial intermediaries. We outsource to third parties many of our major systems, such as data processing and mobile and online banking.

21


The failure of these systems, or the termination of a third party software license or service agreement on which any of these systems is based, could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third party systems, we could experience service denials if demand for such services exceeds capacity or such third party systems fail or experience interruptions. A system failure or service denial could result in a deterioration of our ability to process loans or gather deposits and provide customer service, compromise our ability to operate effectively, result in potential noncompliance with applicable laws or regulations, damage our reputation, result in a loss of customer business or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on business, financial condition, results of operations and growth prospects. In addition, failures of third parties to comply with applicable laws and regulations, or fraud or misconduct on the part of employees of any of these third parties, could disrupt our operations or adversely affect our reputation.
It may be difficult for us to replace some of our third party vendors, particularly vendors providing our core banking and information services, in a timely manner if they are unwilling or unable to provide us with these services in the future for any reason, and even if we are able to replace them, it may be at higher cost or result in the loss of customers. Any such events could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
Our operations rely heavily on the secure processing, storage and transmission of information and the monitoring of a large number of transactions on a minute-by-minute basis, and even a short interruption in service could have significant consequences. We also interact with and rely on retailers, for whom we process transactions, as well as financial counterparties and regulators. Each of these third parties may be targets of the same types of fraudulent activity, computer break-ins and other cybersecurity breaches described above, and the cybersecurity measures that they maintain to mitigate the risk of such activity may be different than our own and may be inadequate.
As a result of financial entities and technology systems becoming more interdependent and complex, a cyber incident, information breach or loss, or technology failure that compromises the systems or data of one or more financial entities could have a material impact on counterparties or other market participants, including ourselves. As a result of the foregoing, our ability to conduct business may be adversely affected by any significant disruptions to us or to third parties with whom we interact.
We are subject to certain operational risks, including, but not limited to, customer or employee fraud and data processing system failures and errors.
Employee errors and employee and customer misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation. Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of our customers or improper use of confidential information. It is not always possible to prevent employee errors and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Employee errors could also subject us to financial claims for negligence.
We maintain a system of internal controls and insurance coverage to mitigate against operational risks, including data processing system failures and errors and customer or employee fraud. Should our internal controls fail to prevent or detect an occurrence, and if any resulting loss is not insured or exceeds applicable insurance limits, such failure could have a material adverse effect on our business, financial condition and results of operations.
Our framework for managing risks may not be effective in mitigating risk and loss to us.
Our risk management framework seeks to mitigate risk and loss to us. We have established processes and procedures intended to identify, measure, monitor, report and analyze the types of risk to which we are subject, including liquidity risk, credit risk, market risk, interest rate risk, operational risk, compensation risk, legal and compliance risk, and reputational risk, among others. However, as with any risk management framework, there are inherent limitations to our risk management strategies as there may exist, or develop in the future, risks that we have not appropriately anticipated or identified. Our ability to successfully identify and manage risks facing us is an important factor that can significantly impact our results. If our risk management framework proves ineffective, we could suffer unexpected losses and could be materially adversely affected.
Our internal controls may be ineffective.
Management regularly reviews and updates our internal controls, disclosure controls and procedures and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our financial condition and results of operations.

22


We depend on the accuracy and completeness of information provided by customers and counterparties.
In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information furnished to us by or on behalf of customers and counterparties, including financial statements and other financial information. We also may rely on representations of customers and counterparties as to the accuracy and completeness of that information. In deciding whether to extend credit, we may rely upon our customers' representations that their financial statements conform to U.S. Generally Accepted Accounting Principles (“GAAP”) and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. We also may rely on customer representations and certifications, or other audit or accountants' reports, with respect to the business and financial condition of our clients. Our financial condition, results of operations, financial reporting and reputation could be negatively affected if we rely on materially misleading, false, inaccurate or fraudulent information.
Our reputation could be damaged by negative publicity.
Reputational risk, or the risk to our business, financial condition or results of operations from negative publicity, is inherent in our business. Negative publicity can result from actual or alleged conduct in a number of areas, including legal and regulatory compliance, lending practices, corporate governance, litigation, inadequate protection of customer data, or ethical behavior of our employees, and from actions taken by regulators, ratings agencies and others as a result of that conduct. Damage to our reputation could impact our ability to attract new or maintain existing loan and deposit customers, employees and business relationships.
Regulatory Risks
We operate in a highly regulated industry, and the laws and regulations to which we are subject, or changes in them, or our failure to comply with them, may adversely affect us.
The Company and the Bank are subject to extensive regulation by multiple regulatory agencies. These regulations may affect the manner and terms of delivery of our services. If we do not comply with governmental regulations, we may be subject to fines, penalties, lawsuits or material restrictions on our businesses in the jurisdiction where the violation occurred, which may adversely affect our business operations. Changes in these regulations can significantly affect the services that we provide, as well as our costs of compliance with such regulations. These regulations may be impacted by the political ideologies of the executive and legislative branches of the U.S. government as well as the heads of regulatory and administrative agencies, which may change as a result of elections. In addition, adverse publicity and damage to our reputation arising from the failure or perceived failure to comply with legal, regulatory or contractual requirements could affect our ability to attract and retain customers.
The Company and the Bank are subject to stringent capital and liquidity requirements.
As a result of the implementation of the Basel III Rules, we were required to meet new and increased capital requirements beginning on January 1, 2015. In addition, beginning in 2016, banking institutions that do not maintain a capital conservation buffer, comprised of Common Equity Tier 1 Capital, greater than 2.5% above the regulatory minimum capital requirements face constraints on the payment of dividends, stock repurchases and discretionary bonus payments to executive officers based on the amount of the shortfall, unless prior regulatory approval is obtained. Accordingly, if the Bank or the Company fails to maintain the applicable minimum capital ratios and the capital conservation buffer, distributions by the Bank to the Company, or dividends or stock repurchases by the Company, may be prohibited or limited.
Future increases in minimum capital requirements could adversely affect our net income. Furthermore, if we fail to comply with the minimum capital requirements, our failure could result in our regulators taking formal or informal actions against us which could restrict our future growth or operations.
Federal and state regulators periodically examine our business, and we may be required to remediate adverse examination findings.
The Federal Reserve, the FDIC, and the Iowa Division periodically examine our business, including our compliance with laws and regulations. If, as a result of an examination, a banking agency were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, they may take a number of different remedial actions as they deem appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil money penalties, to fine or remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance and

23


place our bank into receivership or conservatorship. Any regulatory action against us could have an adverse effect on our business, financial condition and results of operations.
We are subject to numerous laws designed to protect consumers, including the CRA and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.
The CRA requires our bank, consistent with safe and sound operations, to ascertain and meet the credit needs of its entire community, including low and moderate income areas. Our bank’s failure to comply with the CRA could, among other things, result in the denial or delay of certain corporate applications filed by us or our bank, including applications for branch openings or relocations and applications to acquire, merge or consolidate with another banking institution or holding company. In addition, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations prohibit discriminatory lending practices by financial institutions. The U.S. Department of Justice, federal banking agencies, and other federal agencies are responsible for enforcing these laws and regulations. A challenge to an institution’s compliance with fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on entering new business lines. Private parties may also challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
Non-compliance with the USA Patriot Act, the Bank Secrecy Act or other laws and regulations could result in fines or sanctions against us.
The USA Patriot Act and the Bank Secrecy Act require financial institutions to design and implement programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the Financial Crimes Enforcement Network of the Treasury. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Federal and state bank regulators also have focused on compliance with Bank Secrecy Act and anti-money laundering regulations. Failure to comply with these regulations could result in fines or sanctions, including restrictions on conducting acquisitions or establishing new branches. In recent years, several banking institutions have received large fines for non-compliance with these laws and regulations. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us, which could have a material adverse effect on our business, financial condition or results of operations.
Common Stock Risks
There is a limited trading market for our common shares, and you may not be able to resell your shares at or above the price you paid for them.
Although our common shares are listed for quotation on the Nasdaq Global Select Market, the trading in our common shares has substantially less liquidity than many other companies listed on Nasdaq. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the market of willing buyers and sellers of our common shares at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. We cannot assure you that the volume of trading in our common shares will increase in the future.
The stock market can be volatile, and fluctuations in our operating results and other factors could cause our stock price to decline.
The stock market has experienced, and may continue to experience, fluctuations that significantly impact the market prices of securities issued by many companies. Market fluctuations could adversely affect our stock price. These fluctuations have often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations, as well as general economic, systemic, political and market conditions, such as recessions, loss of investor confidence, interest rate changes, government shutdowns, trade wars, or international currency fluctuations, may negatively affect the market price of our common stock. Moreover, our operating results may fluctuate and vary from period to period due to the risk factors set forth herein. As a result, period-to-period comparisons should not be relied upon as an indication of future performance. Our stock price could fluctuate significantly in response to our quarterly or annual results, annual projections and the impact of these risk factors on our operating results or financial position.

24


Certain shareholders own a significant interest in the company and may exercise their control in a manner detrimental to your interests.
Certain MidWestOne shareholders who are descendants of our founder collectively control approximately 17.4% of our outstanding common stock. In addition, certain MidWestOne shareholders that previously owned ATBancorp collectively control approximately 23.9% of our outstanding common stock. These shareholders may have the opportunity to exert influence on the outcome of matters required to be submitted to shareholders for approval. In addition, the significant level of ownership by these shareholders may contribute to the rather limited liquidity of our common stock on the Nasdaq Global Select Market.

ITEM 1B.
UNRESOLVED STAFF COMMENTS.
None.

ITEM 2.
PROPERTIES.
The Company’s principal location is our corporate headquarters located at 102 South Clinton Street, Iowa City, Iowa. We own or lease other branch offices and operating facilities located throughout Iowa, Minnesota, Wisconsin, Florida, and Colorado. The number of branches per state at December 31, 2019 is detailed in the following table:
 
Number of Branches
Iowa branches
34

Minnesota branches
13

Wisconsin branches
7

Florida branches
2

Colorado branches
1

 
57


Additional information with respect to premises and equipment is presented in Note 6. Premises and Equipment and Note 22. Leases to the consolidated financial statements.

ITEM 3.
LEGAL PROCEEDINGS.
We and our subsidiaries are from time to time parties to various legal actions arising in the normal course of business. We believe that there is no threatened or pending proceeding, other than ordinary routine litigation incidental to the Company’s business, against us or our subsidiaries or of which our property is the subject, which, if determined adversely, would have a material adverse effect on our consolidated business or financial condition.

ITEM 4.
MINE SAFETY DISCLOSURES.
Not applicable.

25


PART II

ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Marketplace Designation and Holders
Our common stock is listed on the Nasdaq Global Select Market under the symbol “MOFG.” As of March 4, 2020, there were 16,146,376 shares of common stock outstanding held by approximately 424 holders of record. Additionally, there are an estimated 2,914 beneficial holders whose stock was held in street name by brokerage houses and other nominees as of that date.

Issuer Purchases of Equity Securities
The following table sets forth information about the Company’s purchases of its common stock during the fourth quarter of 2019:
 
 
Total Number of Shares Purchased (1)
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Programs (2)
 
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (2)
October 1 - 31, 2019
 
19,102

 
$
29.65

 
19,102

 
$
8,995,688

November 1 - 30, 2019
 

 

 

 

December 1 - 31, 2019
 

 

 

 

Total
 
19,102

 
$
29.65

 
19,102

 
$
8,995,688

 
 
 
 
 
 
 
 
 

(1) Common shares repurchased by the Company during the quarter related to shares repurchased under the 2019 program announced on August 22, 2019.

(2) On August 22, 2019, the Company announced that on August 20, 2019, the board of directors of the Company approved a new share repurchase program, allowing for the repurchase of up to $10.0 million of the Company’s common stock through December 31, 2021. The new repurchase program replaced the Company’s prior repurchase program, pursuant to which the Company had repurchased 174,702 shares of common stock for approximately $4.7 million since the plan was announced in October 2018. The prior program had authorized the repurchase of $5.0 million of stock and was due to expire on December 31, 2020.

26


Performance Graph
The following table compares MidWestOne’s performance, as measured by the change in price of its common stock plus reinvested dividends, with the Nasdaq Composite Index and the SNL-Midwestern Banks Index for the five years ended December 31, 2019.
MidWestOne Financial Group, Inc.
CHART-54359C203B185848B42.JPG
 
At
Index
12/31/2014
 
12/31/2015
 
12/31/2016
 
12/31/2017
 
12/31/2018
 
12/31/2019
MidWestOne Financial Group, Inc.
$
100.00

 
$
107.69

 
$
136.07

 
$
123.69

 
$
93.86

 
$
140.64

Nasdaq Composite Index
100.00

 
106.96

 
116.45

 
150.96

 
146.67

 
200.49

SNL-Midwestern Banks Index
100.00

 
101.52

 
135.64

 
145.76

 
124.47

 
161.94

The banks in the custom peer group - SNL-Midwestern Banks Index - represent all publicly traded banks, thrifts or financial service companies located in Iowa, Illinois, Indiana, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota and Wisconsin.


27


ITEM 6.
SELECTED FINANCIAL DATA.
The following selected financial data for each of the five years in the period ended December 31, 2019, has been derived from our audited consolidated financial statements and the results of operations for each of the five years in the period ended December 31, 2019. This financial data should be read in conjunction with the financial statements and the related notes thereto.
 
 
As of or For the Year Ended December 31,
 
 
2019
 
2018
 
2017
 
2016
 
2015
Results of Operations
 
(Dollars in thousands, except per share data)
Interest income
 
$
182,441

 
$
128,109

 
$
118,926

 
$
112,328

 
$
100,700

Interest expense
 
38,791

 
22,841

 
15,145

 
12,722

 
10,648

Net interest income
 
143,650

 
105,268

 
103,781

 
99,606

 
90,052

Provision for loan losses
 
7,158

 
7,300

 
17,334

 
7,983

 
5,132

Noninterest income
 
31,246

 
23,215

 
22,751

 
23,434

 
21,193

Noninterest expense
 
117,535

 
83,215

 
80,123

 
87,806

 
73,176

Income before income tax
 
50,203

 
37,968

 
29,075

 
27,251

 
32,937

Income tax expense
 
6,573

 
7,617

 
10,376

 
6,860

 
7,819

Net income
 
$
43,630

 
$
30,351

 
$
18,699

 
$
20,391

 
$
25,118

 
 
 
 
 
 
 
 
 
 
 
Per Common Share Data
 
 
 
 
 
 
 
 
 
 
Earnings - basic
 
$
2.93

 
$
2.48

 
$
1.55

 
$
1.78

 
$
2.42

Earnings - diluted
 
2.93

 
2.48

 
1.55

 
1.78

 
2.42

Cash dividends declared
 
0.81

 
0.78

 
0.67

 
0.64

 
0.60

Book value
 
31.49

 
29.32

 
27.85

 
26.71

 
25.96

Tangible book value(1)
 
23.77

 
23.20

 
21.57

 
19.73

 
18.63

 
 
 
 
 
 
 
 
 
 
 
Balance Sheet Data
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
4,653,573

 
$
3,291,480

 
$
3,212,271

 
$
3,079,575

 
$
2,979,975

Loans held for investment, net of unearned income
 
3,451,266

 
2,398,779

 
2,286,695

 
2,165,143

 
2,151,942

Total deposits
 
3,728,655

 
2,612,929

 
2,605,319

 
2,480,448

 
2,463,521

Short-term borrowings
 
139,349

 
131,422

 
97,229

 
117,871

 
68,963

Long-term debt
 
231,660

 
168,726

 
151,293

 
156,192

 
133,087

Total equity
 
508,982

 
357,067

 
340,304

 
305,456

 
296,178

 
 
 
 
 
 
 
 
 
 
 
Performance Ratios
 
 
 
 
 
 
 
 
 
 
Return on average assets
 
1.04
%
 
0.93
%
 
0.60
%
 
0.68
%
 
0.91
%
Return on average equity
 
9.65

 
8.78

 
5.58

 
6.69

 
9.84

Return on average tangible equity(1)
 
13.98

 
11.87

 
8.07

 
10.30

 
14.70

Dividend payout ratio
 
27.65

 
31.45

 
43.23

 
35.96

 
24.79

Equity to assets ratio
 
10.94

 
10.85

 
10.59

 
9.92

 
9.94

Tangible common equity ratio(1)
 
8.50

 
8.78

 
8.41

 
7.52

 
7.34

Net interest margin, tax equivalent(1)
 
3.82

 
3.60

 
3.81

 
3.80

 
3.71

Efficiency ratio(1)
 
57.56

 
61.23

 
58.63

 
62.27

 
58.02

 
 
 
 
 
 
 
 
 
 
 
Asset Quality
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses to loans held for investment, net of unearned income
 
0.84
%
 
1.22
%
 
1.23
%
 
1.01
%
 
0.90
%
Non-performing loans to loans held for investment, net of unearned income(2)
 
1.33

 
1.07

 
1.08

 
1.32

 
0.55

Net charge-offs to average loans held for investment
 
0.23

 
0.26

 
0.51

 
0.26

 
0.11

(1) Non-GAAP measure. See pages 29 - 30 for a reconciliation to the most directly comparable GAAP measure.
(2) The “Non-performing loans to loans held for investment, net of unearned income” line for 2017, 2016, and 2015 has been adjusted to include troubled debt restructure loans that were previously considered “non-disclosed” of $945,000, $65,000, and $315,000, respectively. Thus, the ratios reported in the table above have changed for those periods from what was previously reported.



28


Non-GAAP Presentations:
Certain ratios and amounts not in conformity with GAAP are provided to evaluate and measure the Company’s operating performance and financial condition, including return on average tangible equity, tangible book value per share, tangible common equity ratio, efficiency ratio, and net interest margin, tax equivalent, as further discussed under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Management believes these ratios and amounts provide investors with information regarding the Company’s balance sheet, profitability, financial condition and capital adequacy and how management evaluates such metrics internally, and that providing certain metrics exclusive on merger-related expenses and the deferred tax adjustment, which were either one-time or non-recurring items, enhances comparability between periods. The following tables provide a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent.
 
 
 
For the Year Ended December 31,
Return on Average Tangible Equity
 
2019
 
2018
 
2017
 
2016
 
2015
 
 
(Dollars in thousands)
Net income
 
$
43,630

 
$
30,351

 
$
18,699

 
$
20,391

 
$
25,118

Intangible amortization, net of tax(1)
 
4,430

 
1,722

 
2,031

 
2,581

 
2,126

Tangible net income
 
$
48,060

 
$
32,073

 
$
20,730

 
$
22,972

 
$
27,244

 
 
 
 
 
 
 
 
 
 
 
Average shareholders’ equity
 
$
452,018

 
$
345,734

 
$
334,966

 
$
304,670

 
$
255,307

Average intangible assets, net
 
(108,242
)
 
(75,531
)
 
(78,159
)
 
(81,727
)
 
(69,975
)
Average tangible equity
 
$
343,776

 
$
270,203

 
$
256,807

 
$
222,943

 
$
185,332

 
 
 
 
 
 
 
 
 
 
 
Return on average equity
 
9.65
%
 
8.78
%
 
5.58
%
 
6.69
%
 
9.84
%
Return on average tangible equity(2)
 
13.98
%
 
11.87
%
 
8.07
%
 
10.30
%
 
14.70
%
 
(1) Computed on a tax-equivalent basis, assuming an income tax rate of 25% for 2019 and 2018 and 35% for 2017, 2016, and 2015.
(2) Tangible net income divided by average tangible equity
 
 
 
 
Tangible Book Value Per Share/
Tangible Common Equity Ratio

 
As of December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
 
 
(Dollars in thousands, except per share data)
Total shareholders’ equity
 
$
508,982

 
$
357,067

 
$
340,304

 
$
305,456

 
$
296,178

Intangible assets, net
 
(124,136
)
 
(74,529
)
 
(76,700
)
 
(79,825
)
 
(83,689
)
Tangible equity
 
$
384,846

 
$
282,538

 
$
263,604

 
$
225,631

 
$
212,489

 
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
4,653,573

 
$
3,291,480

 
$
3,212,271

 
$
3,079,575

 
$
2,979,975

Intangible assets, net
 
(124,136
)
 
(74,529
)
 
(76,700
)
 
(79,825
)
 
(83,689
)
Tangible assets
 
$
4,529,437

 
$
3,216,951

 
$
3,135,571

 
$
2,999,750

 
$
2,896,286

 
 
 
 
 
 
 
 
 
 
 
Book value per share
 
$
31.49

 
$
29.32

 
$
27.85

 
$
26.71

 
$
25.96

Tangible book value per share
 
$
23.81

 
$
23.20

 
$
21.57

 
$
19.73

 
$
18.63

Common shares outstanding
 
16,162,176

 
12,180,015

 
12,219,611

 
11,436,360

 
11,408,773

 
 
 
 
 
 
 
 
 
 
 
Equity to assets ratio
 
10.94
%
 
10.85
%
 
10.59
%
 
9.92
%
 
9.94
%
Tangible common equity ratio
 
8.50
%
 
8.78
%
 
8.41
%
 
7.52
%
 
7.34
%
 
 
 
 
 
 
 
 
 
 
 

29


 
 
For the Year Ended December 31,
Efficiency Ratio
 
2019
 
2018
 
2017
 
2016
 
2015
 
 
(Dollars in thousands)
Total noninterest expense
 
$
117,535

 
$
83,215

 
$
80,123

 
$
87,806

 
$
73,176

Amortization of intangibles
 
(5,906
)
 
(2,296
)
 
(3,125
)
 
(3,970
)
 
(3,271
)
Merger-related expenses
 
(9,130
)
 
(797
)
 

 
(4,568
)
 
(3,512
)
Noninterest expense used for efficiency ratio
 
$
102,499

 
$
80,122

 
$
76,998

 
$
79,268

 
$
66,393

 
 
 
 
 
 
 
 
 
 
 
Net interest income, tax equivalent (1)
 
$
146,916

 
$
107,823

 
$
108,808

 
$
104,321

 
$
94,243

Noninterest income
 
31,246

 
23,215

 
22,751

 
23,434

 
21,193

Investment securities gains, net
 
90

 
193

 
241

 
464

 
1,011

Net revenues used for efficiency ratio
 
$
178,072

 
$
130,845

 
$
131,318

 
$
127,291

 
$
114,425

 
 
 
 
 
 
 
 
 
 
 
Efficiency ratio
 
57.56
%
 
61.23
%
 
58.63
%
 
62.27
%
 
58.02
%
 
 
 
 
 
 
 
 
 
 
 
Net Interest Margin, Tax Equivalent
 
 
 
 
 
 
 
 
 
 
Net interest income
 
$
143,650

 
$
105,268

 
$
103,781

 
$
99,606

 
$
90,052

Tax equivalent adjustments:
 
 
 
 
 
 
 
 
 
 
 
Loans (1)
 
1,785

 
1,040

 
1,730

 
1,692

 
1,293

 
Securities (1)
 
1,481

 
1,515

 
3,297

 
3,023

 
2,898

Net interest income, tax equivalent
 
$
146,916

 
$
107,823

 
$
108,808

 
$
104,321

 
$
94,243

 
 
 
 
 
 
 
 
 
 
 
 
Net interest margin
 
3.73
%
 
3.52
%
 
3.64
%
 
3.63
%
 
3.54
%
Net interest margin, tax equivalent
 
3.82
%
 
3.60
%
 
3.81
%
 
3.80
%
 
3.71
%
Average interest-earning assets
 
$
3,848,275

 
$
2,994,088

 
$
2,853,830

 
$
2,747,493

 
$
2,541,681

 
(1) Computed on a tax-equivalent basis, assuming a federal income tax rate of 21% for 2019 and 2018 and 35% for 2017, 2016, and 2015.

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This section should be read in conjunction with the following parts of this Form 10-K: Part II, Item 8 “Financial Statements and Supplementary Data,” Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” and Part I, Item 1 “Business.”
Overview
We are the holding company for MidWestOne Bank, an Iowa state non-member bank with its main office in Iowa City, Iowa. We are headquartered in Iowa City, Iowa, and are a bank holding company under the Bank Holding Company Act of 1956, as amended, that has elected to be a financial holding company. We also were the holding company for MidWestOne Insurance Services, Inc., until its dissolution in 2019.
The Bank operates a total of 57 banking offices in Iowa, Minnesota, Wisconsin, Florida, and Colorado. It provides full service retail banking in the communities in which its branch offices are located and also offers trust and investment management services.
On May 1, 2019, the Company acquired ATBancorp, a bank holding company whose wholly-owned banking subsidiaries were ATSB and ABTW. The primary reasons for the acquisition were to expand the Company’s business into new markets and grow the size of the Company’s business. As consideration for the merger, we issued 4,117,536 shares of our common stock with a value of $113.7 million and paid cash in the amount of $34.8 million.

On June 30, 2019, the Company sold substantially all of the assets used by its wholly-owned insurance subsidiary, MidWestOne Insurance Services, Inc., to sell insurance products. The Company recognized a pre-tax gain of $1.1 million from the sale, which was reported in “Other” noninterest income on the Company’s consolidated statements of income. Effective December 31, 2019, MidWestOne Insurance Services, Inc. was legally dissolved.

Total assets increased to $4.65 billion at December 31, 2019 from $3.29 billion at December 31, 2018. Total deposits at December 31, 2019, were $3.73 billion, an increase of $1.12 billion, or 42.7%, from December 31, 2018. Gross loans held for investment increased $1.06 billion, or 44.3%, from $2.41 billion at December 31, 2018, to $3.47 billion at December 31, 2019. The increase in loan and deposit balances was primarily driven by the ATBancorp acquisition.

30


Net income for the year ended December 31, 2019 was $43.6 million, an increase of $13.3 million, or 43.8%, compared to $30.4 million of net income for 2018, with diluted earnings per share of $2.93 and $2.48 for the comparative annual periods, respectively. The increase in net income was due primarily to higher average loan and securities balances acquired in the ATBancorp acquisition. Net interest income increased $38.4 million, or 36.5%, and noninterest income increased $8.0 million, or 34.6%, between 2018 and 2019. These increases were partially offset by a $34.3 million, or 41.2%, increase in noninterest expense with all expense line items except FDIC insurance showing an increase between 2018 and 2019.
Net interest income for the year ended December 31, 2019, was $143.7 million, as compared to $105.3 million for the year ended December 31, 2018, primarily due to an increase of $54.3 million, or 42.4%, in interest income. Loan interest income increased $52.0 million, or 46.7%, to $163.2 million for the year 2019 compared to the year 2018, primarily due to an increase in average loan balances of $802.8 million, or 34.1%, between the two periods. Loan interest income was also impacted by an increase in the loan purchase discount accretion to $14.0 million for the year ended December 31, 2019, compared to $2.7 million for the year ended December 31, 2018.
Interest expense was $38.8 million for the year ended December 31, 2019, an increase of $16.0 million, or 69.8%, compared to the year 2018. Interest expense on deposits increased $12.6 million, or 72.7%, to $29.9 million for the year ended December 31, 2019, compared to $17.3 million for the year ended December 31, 2018. We posted a net interest margin of 3.82% for the year 2019, up 22 basis points from the net interest margin of 3.60% for the same period in 2018.
For the year ended December 31, 2019, noninterest income increased to $31.2 million, an increase of $8.0 million, or 34.6%, from $23.2 million during 2018. The largest driver of the increase was an increase of $3.1 million in investment services and trust activities, as well as general improvement in all areas of noninterest income as a result of the merger with ATBancorp, with the exception of investment securities gains, net, and insurance commissions, which declined as a result of our sale of the assets of MidWestOne Insurance Services, Inc. in June 2019.
Noninterest expense increased to $117.5 million for the year ended December 31, 2019 compared with $83.2 million for the year ended December 31, 2018, an increase of $34.3 million, or 41.2%. The largest driver of the increase was due to an increase in compensation and employee benefits of $15.9 million, which was primarily due to increased full-time equivalent employees related to the acquisition of ATBancorp and merger-related expenses of $5.4 million.
Nonperforming loans increased from $25.6 million, or 1.1% of total loans, at December 31, 2018, to $46.0 million, or 1.3% of total loans, at December 31, 2019. The increase was due primarily to a higher level of nonaccrual loans. As of December 31, 2019, the allowance for loan losses was $29.1 million, or 0.84% of total loans, compared with $29.3 million, or 1.22% of total loans, at December 31, 2018. The Company had net loan charge-offs of $7.4 million in the year ended December 31, 2019, equal to 0.23% of average loans outstanding, compared to net charge-offs of $6.1 million, equal to 0.26% of average loans outstanding for the year ended 2018.
The Company’s capital position remains strong with an increase in our equity to assets ratio to 10.94% at December 31, 2019 compared to 10.85% at December 31, 2018. The Company’s tangible common equity ratio declined to 8.50% at December 31, 2019 compared to 8.78% at December 31, 2018. Our regulatory capital levels remain well above the minimums established to be considered well-capitalized.

Critical Accounting Policies
We have identified the following critical accounting policies and practices relative to the reporting of our results of operations and financial condition. These accounting policies relate to the allowance for loan losses, application of purchase accounting, and goodwill and intangible assets.
Allowance for Loan Losses

The allowance for loan losses is an accounting estimate of incurred credit losses in our loan portfolio at the balance sheet date. The allowance for loan losses is established through a provision for loan losses charged to earnings. On a quarterly basis, management reviews the adequacy of the allowance for loan losses. That review incorporates a variety of credit risk considerations, both quantitative and qualitative. Quantitative factors include the loss experience over a historical base period. Management then considers the effects of the following qualitative factors to ensure our allowance for loan losses reflects the inherent losses in the loan portfolio:
Economic and business conditions;
Concentration of credit;

31


Lending management and staff;
Lending policies and procedures;
Collateral type and trends in value;
Nature and volume of the portfolio;
Trends in problem loans, loan delinquencies and nonaccrual loans;
Quality of internal loan review; and
External factors
These qualitative factors have a high degree of subjectivity and changes in any of the factors could have a significant impact on our calculation of the allowance for loan losses. In the event that our evaluation of the level of the allowance for loan losses indicates that it is inadequate, we would need to increase our provision for loan losses. We believed the allowance for loan losses as of December 31, 2019, was adequate to absorb probable credit losses on existing loans held for investment.
Accounting for Business Combinations

In May 2019, we completed the acquisition of ATBancorp, which generated significant amounts of fair value adjustments to assets and liabilities. The fair value adjustments assigned to assets and liabilities, as well as their related useful lives, are subject to judgment and estimation by our management. Valuation of intangible assets is generally based on the estimated cash flows related to those assets, while the initial value assigned to goodwill is the residual of the purchase price over the fair value of all identifiable assets acquired and liabilities assumed. Useful lives are determined based on the expected future period of the benefit of the asset or liability, the assessment of which considers various characteristics of the asset or liability, including the historical cash flows. Due to the number of estimates involved, we have identified accounting for business combinations as a critical accounting policy.
Goodwill and Other Intangible Assets

Goodwill and intangible assets arise from business combinations. Goodwill represented $91.9 million of our $4.65 billion total assets at December 31, 2019. The goodwill was assigned to the Bank. Under the Intangibles - Goodwill and Other topic of the FASB ASC, goodwill is tested at least annually for impairment at the reporting unit level; the Company consists of a single reporting unit. We review goodwill for impairment annually during the fourth quarter and also test for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of our reporting unit below its carrying amount. Such events and circumstances may include among others: a significant adverse change in legal factors or in the general business climate; significant decline in our stock price and market capitalization; unanticipated competition; the testing for recoverability of a significant asset group within the reporting unit; and an adverse action or assessment by a regulator. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and could have a material impact on our consolidated financial statements.
The Company conducted an internal assessment of goodwill in both 2019 and 2018 and determined no goodwill impairment charges were required.
Other intangible assets represented $32.2 million of our $4.65 billion total assets at December 31, 2019. The accounting for a recognized intangible asset is based on its useful life to the Company. An intangible asset with a finite useful life is amortized over its estimated useful life to the Company; an intangible asset with an indefinite useful life is not amortized but rather is tested at least annually for impairment. The intangible assets with finite lives reflected on our financial statements relate to core deposit relationships, trade name, and customer lists. The initial and subsequent measurements of intangible assets involve the use of significant estimates and assumptions. These estimates and assumptions include, among other things, the estimated cost to service deposits acquired, discount rates, estimated attrition rates and useful lives, future economic and market conditions, comparison of our market value to book value and determination of appropriate market comparables. Actual future results may differ from those estimates. Periodically we evaluate the estimated useful lives of intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization. We also assess these intangible assets for impairment annually or more often if conditions indicate a possible impairment. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. See Note 7. Goodwill and Other Intangible Assets to our consolidated financial statements for additional information related to our intangible assets.
Results of Operations

Summary

Our consolidated net income for the year ended December 31, 2019 was $43.6 million, an increase of $13.3 million, or 43.8%, compared to $30.4 million for 2018, with diluted earnings per share of $2.93 and $2.48 for the years ended December 31, 2019

32


and 2018, respectively. The increase in net income was due primarily to an increase in net interest income of $38.4 million, which was primarily attributable to increased volume of interest-earning assets as a consequence of the ATBancorp merger. Interest income increased $54.3 million, or 42.4%, to $182.4 million. These increases were partially offset by an increase in interest expense of $16.0 million, or 69.8%, to $38.8 million for the year ended December 31, 2019, compared to $22.8 million for the year of 2018. Noninterest income increased $8.0 million, or 34.6% between 2018 and 2019, primarily due to general improvement in all areas of noninterest income as a result of the merger with ATBancorp, with the exception of investment securities gain, net, and insurance commissions, which declined as a result of our sale of the assets of MidWestOne Insurance Services, Inc. Also, the Company realized a $1.0 million decrease in income tax expense in 2019 compared to 2018 due primarily to the recognition of tax credits. These improvements were partially offset by a $34.3 million, or 41.2%, increase in noninterest expense driven by a $15.9 million increase in salaries and employee benefits.
Our consolidated net income for the year ended December 31, 2018 was $30.4 million, an increase of $11.7 million, or 62.3%, compared to $18.7 million for 2017, with diluted earnings per share of $2.48 and $1.55 for the comparative twelve month periods, respectively. The increase in net income was due primarily to the provision for loans losses decreasing $10.0 million in 2018 compared to 2017, due primarily to a large credit impairment in 2017 related to a loan made to one commercial borrower, which did not recur in 2018. Net interest income increased $1.5 million, or 1.4%, primarily due to an increase of $9.2 million, or 7.7%, in interest income, partially offset by an increase of $7.7 million, or 50.8%, in interest expense, to $22.8 million for the year ended December 31, 2018, compared to $15.1 million for the year of 2017. Noninterest income increased $0.5 million, or 2.0% between 2017 and 2018, primarily due to general improvement in all areas of noninterest income with the exception of service charges and fees on deposit accounts, which decreased $0.5 million for the year ended December 31, 2018, compared to the same period in 2017, and investment securities gains, net, which also decreased. Also, the Company realized a $2.8 million decrease in income tax expense in 2018 compared to 2017 due primarily to a decrease in the federal corporate statutory rate from 35% in 2017 to 21% in 2018. These improvements were partially offset by a $3.1 million, or 3.9%, increase in noninterest expense driven by a $1.9 million increase in salaries and employee benefits.
We ended 2019 with an allowance for loan losses of $29.1 million, which represented 63.2% coverage of our nonperforming loans at December 31, 2019 as compared to 114.6% and 113.1% at December 31, 2018 and 2017, respectively. Nonperforming loans totaled $46.0 million as of December 31, 2019 compared with $25.6 million and $24.8 million at December 31, 2018 and December 31, 2017, respectively. For the year ended December 31, 2019, the provision for loan losses decreased to $7.2 million from $7.3 million for 2018, which had decreased from $17.3 million for 2017.
Various operating and equity ratios for the Company are presented in the table below for the years indicated. The dividend payout ratio represents the percentage of our prior year’s net income that is paid to shareholders in the form of cash dividends. Average equity to average assets is a measure of capital adequacy that presents the percentage of average total shareholders’ equity compared to our average assets. The equity to assets ratio is expressed using the period-end amounts instead of average amounts. As of December 31, 2019, under regulatory standards, the Bank had capital levels in excess of the minimums necessary to be considered “well capitalized,” which is the highest regulatory designation. 
 
 
As of and For the Years Ended December 31,
 
 
2019
 
2018
 
2017
Return on average assets
 
1.04
%
 
0.93
%
 
0.60
%
Return on average shareholders' total equity
 
9.65

 
8.78

 
5.58

Return on average tangible equity(1)
 
13.98

 
11.87

 
8.07

Dividend payout ratio
 
27.65

 
31.45

 
43.23

Average equity to average assets
 
10.76

 
10.64

 
10.81

Equity to assets ratio (at period end)
 
10.94

 
10.85

 
10.59

 
 
 
 
 
 
 
(1) Non-GAAP measure. See pages 29 - 30 for a reconciliation to the most directly comparable GAAP measure.

Net Interest Income

Net interest income is the difference between interest income and fees earned on interest-earning assets, less interest expense incurred on interest-bearing liabilities. Interest rate levels and volume fluctuations within interest-earning assets and interest-bearing liabilities impact net interest income. Net interest margin is the tax-equivalent basis net interest income as a percent of average interest-earning assets. 
Certain assets with tax favorable treatment are evaluated on a tax-equivalent basis. Tax-equivalent basis assumes a federal income tax rate of 21% for 2019 and 2018 and 35% for 2017. Tax favorable assets generally have lower contractual pre-tax yields than fully taxable assets. A tax-equivalent analysis is performed by adding the tax savings to the earnings on tax favorable assets. After

33


factoring in the tax favorable effects of these assets, the yields may be more appropriately evaluated against alternative interest-earning assets. In addition to yield, various other risks are factored into the evaluation process.
The following table shows the consolidated average balance sheets, detailing the major categories of assets and liabilities, the interest income earned on interest-earning assets, the interest expense paid for interest-bearing liabilities, and the related interest rates/yields for the periods shown. Average information is provided on a daily average basis.
 
Year ended December 31,
 
2019
 
2018
 
2017
 
Average Balance
 
Interest Income/ Expense
 
Average Yield/Cost
 
Average Balance (3)
 
Interest Income/Expense(3)
 
Average Yield/Cost
 
Average Balance(3)
 
Interest Income/Expense(3)
 
Average Yield/Cost
 
(dollars in thousands)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans, including fees (1)(2)
$
3,157,127

 
$
164,948

 
5.22
%
 
$
2,354,354

 
$
112,233

 
4.77
%
 
$
2,201,364

 
$
104,096

 
4.73
%
Taxable investment securities
465,484

 
13,132

 
2.82

 
428,757

 
11,027

 
2.57

 
423,678

 
10,179

 
2.40

Tax-exempt investment securities (2)
204,375

 
7,177

 
3.51

 
207,605

 
7,342

 
3.54

 
217,650

 
9,536

 
4.38

Total securities held for investment (2)
669,859

 
20,309

 
3.03

 
636,362

 
18,369

 
2.89

 
641,328

 
19,715

 
3.07

Other
21,289

 
450

 
2.11

 
3,372

 
62

 
1.84

 
11,138

 
142

 
1.27

Total interest earning assets (2)
$
3,848,275

 
$
185,707

 
4.83
%
 
$
2,994,088

 
$
130,664

 
4.36
%
 
$
2,853,830

 
$
123,953

 
4.34
%
Other assets
352,765

 
 
 
 
 
255,630

 
 
 
 
 
243,666

 
 
 
 
Total assets
$
4,201,040

 
 
 
 
 
$
3,249,718

 
 
 
 
 
$
3,097,496

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest checking deposits
$
806,624

 
$
4,723

 
0.59
%
 
$
672,069

 
$
2,907

 
0.43
%
 
$
641,636

 
$
2,188

 
0.34
%
Money market deposits
766,812

 
7,549

 
0.98

 
543,359

 
3,020

 
0.56

 
510,714

 
1,460

 
0.29

Savings deposits
329,199

 
1,092

 
0.33

 
214,244

 
254

 
0.12

 
205,204

 
215

 
0.10

Time deposits
873,978

 
16,563

 
1.90

 
723,830

 
11,150

 
1.54

 
674,757

 
7,626

 
1.13

Total interest bearing deposits
2,776,613

 
29,927

 
1.08

 
2,153,502

 
17,331

 
0.80

 
2,032,311

 
11,489

 
0.57

Short-term borrowings
124,956

 
1,847

 
1.48

 
105,094

 
1,315

 
1.25

 
87,763

 
424

 
0.48

Long-term debt
224,149

 
7,017

 
3.13

 
169,540

 
4,195

 
2.47

 
150,679

 
3,232

 
2.14

Total borrowed funds
349,105

 
8,864

 
2.54

 
274,634

 
5,510

 
2.01

 
238,442

 
3,656

 
1.53

Total interest-bearing liabilities
$
3,125,718

 
$
38,791

 
1.24
%
 
$
2,428,136

 
$
22,841

 
0.94
%
 
$
2,270,753

 
$
15,145

 
0.67
%
Demand deposits
586,100

 
 
 
 
 
455,223

 
 
 
 
 
471,170

 
 
 
 
Other liabilities
37,204

 
 
 
 
 
20,625

 
 
 
 
 
20,607

 
 
 
 
Shareholders’ equity
452,018

 
 
 
 
 
345,734

 
 
 
 
 
334,966

 
 
 
 
Total liabilities and shareholders’ equity
$
4,201,040

 
 
 
 
 
$
3,249,718

 
 
 
 
 
$
3,097,496

 
 
 
 
Net interest spread (2)
 
 
 
 
3.59
%
 
 
 
 
 
3.42
%
 
 
 
 
 
3.67
%
Interest income/earning assets (2)
$
3,848,275

 
$
185,707

 
4.83
%
 
$
2,994,088

 
$
130,664

 
4.36
%
 
$
2,853,830

 
$
123,953

 
4.34
%
Interest expense/earning assets (2)
$
3,848,275

 
$
38,791

 
1.01
%
 
$
2,994,088

 
$
22,841

 
0.76
%
 
$
2,853,830

 
$
15,145

 
0.53
%
Net interest income/margin (2)
 
 
$
146,916

 
3.82
%
 
 
 
$
107,823

 
3.60
%
 
 
 
$
108,808

 
3.81
%
Non-GAAP to GAAP Reconciliation:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tax Equivalent Adjustment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans
 
 
$
1,785

 
 
 
 
 
$
1,040

 
 
 
 
 
$
1,730

 
 
Securities
 
 
1,481

 
 
 
 
 
1,515

 
 
 
 
 
3,297

 
 
Total tax equivalent adjustment
 
 
3,266

 
 
 
 
 
2,555

 
 
 
 
 
5,027

 
 
Net Interest Income
 
 
$
143,650

 
 
 
 
 
$
105,268

 
 
 
 
 
$
103,781

 
 
(1)
Non-accrual loans have been included in average loans, net of unearned income. Amortized net deferred loans and net unearned discounts on acquired loans were included in the interest income calculations. The amortization of net loans fees was $(316) thousand, $(407) thousand, and $(543) thousand for the years ended December 31, 2019, 2018, and 2017, respectively. Loan purchase discount accretion was $14.0 million, $2.7 million, and $4.8 million for the years ended December 31, 2019, 2018, and 2017, respectively.
(2)
Tax equivalent.
(3)
Reclassified to conform to the current period’s presentation.

34


The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between the difference related to changes in average outstanding balances and the increase or decrease due to the levels and volatility of interest rates. For each category of interest-earning assets and interest-bearing liabilities information is provided on changes attributable to (i) changes in volume (i.e. changes in volume multiplied by old rate) and (ii) changes in rate (i.e. changes in rate multiplied by old volume). For purposes of this table, changes attributable to both rate and volume that cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate.
 
Years Ended December 31, 2019, 2018, and 2017
 
Year 2019 to 2018 Change due to
 
Year 2018 to 2017 Change due to
 
Volume
 
Rate/Yield
 
Net
 
Volume
 
Rate/Yield
 
Net
 
(dollars in thousands)
Increase (decrease) in interest income
 
 
 
 
 
 
 
 
 
 
 
Loans, including fees(1)
$
41,135

 
$
11,580

 
$
52,715

 
$
7,287

 
$
850

 
$
8,137

Taxable investment securities
988

 
1,117

 
2,105

 
123

 
725

 
848

Tax-exempt investment securities (1)
(113
)
 
(52
)
 
(165
)
 
(424
)
 
(1,770
)
 
(2,194
)
Total securities held for investment (1)
875

 
1,065

 
1,940

 
(301
)
 
(1,045
)
 
(1,346
)
Other
378

 
10

 
388

 
(126
)
 
46

 
(80
)
Change in interest income (1)
42,388

 
12,655

 
55,043

 
6,860

 
(149
)
 
6,711

Increase (decrease) in interest expense
 
 
 
 
 
 
 
 
 
 
 
Interest checking deposits
654

 
1,162

 
1,816

 
107

 
612

 
719

Money market deposits
1,596

 
2,933

 
4,529

 
99

 
1,461

 
1,560

Savings deposits
197

 
641

 
838

 
7

 
32

 
39

Time deposits
2,565

 
2,848

 
5,413

 
589

 
2,935

 
3,524

Total interest bearing deposits
5,012

 
7,584

 
12,596

 
802

 
5,040

 
5,842

Short-term borrowings
271

 
261

 
532

 
98

 
793

 
891

Long-term debt
1,547

 
1,275

 
2,822

 
432

 
531

 
963

Total borrowed funds
1,818

 
1,536

 
3,354

 
530

 
1,324

 
1,854

Change in interest expense
6,830

 
9,120

 
15,950

 
1,332

 
6,364

 
7,696

Change in net interest income (1)
$
35,558

 
$
3,535

 
$
39,093

 
$
5,528

 
$
(6,513
)
 
$
(985
)
Percentage increase (decrease) in net interest income over prior period
 
 
 
 
36.3
%
 
 
 
 
 
(0.9
)%
 
(1)
Tax equivalent.

Earning Assets, Sources of Funds, and Net Interest Margin
Average earning assets were $3.85 billion in 2019, an increase of $854.2 million, or 28.5%, from $2.99 billion in 2018. The growth in the average balance of earning assets between 2019 and 2018 was due primarily to the acquisition of ATBancorp.
Average earning assets were $2.99 billion in 2018, an increase of $140.3 million, or 4.9%, from $2.85 billion in 2017.The growth in the average balance of earning assets in 2018 compared to 2017 was due primarily to an increase in average loans outstanding of $153.0 million, or 6.9%.
Interest-bearing liabilities averaged $3.13 billion for the year ended December 31, 2019, an increase of $697.6 million, or 28.7%, from the average balance for the year ended December 31, 2018. Average deposits increased $754.0 million during 2019 compared to 2018, primarily due to the acquisition of ATBancorp and strong deposit generation in other MidWestOne markets. Average borrowed funds increased $74.5 million during 2019 compared to 2018, primarily due to a $19.9 million, or 18.9%, increase in the average balance of short-term borrowings, and a $54.6 million, or 32.2%, increase in the average balance of long-term debt for 2019 compared to 2018.
Interest-bearing liabilities averaged $2.43 billion for the year ended December 31, 2018, an increase of $157.4 million, or 6.9%, from the average balance for the year ended December 31, 2017. An increase in average deposits of $105.2 million during 2018 compared to 2017, mainly due to an increased focus on deposit gathering, accounted for the majority of the increase in average interest-bearing liabilities. Average borrowed funds increased $36.2 million during 2018 compared to 2017, primarily due to a $17.3 million, or 19.7%, increase in the average balance of federal funds purchased and repurchase agreements, and an $18.9 million, or 12.5%, increase in the average balance of long-term debt.

35


Interest income, on a tax-equivalent basis, increased $55.0 million, or 42.1%, to $185.7 million in 2019 from $130.7 million in 2018. The increase in interest income was primarily attributable to the increased loan volume and an increase in loan purchase discount accretion to $14.0 million in 2019. Interest income related to securities held for investment increased $1.9 million, due to increased investment securities volume and a 14 basis point increase in the average yield earned. Our yield on average earning assets was 4.83% in 2019 compared to 4.36% in 2018.
Interest income, on a tax-equivalent basis, increased $6.7 million, or 5.4%, to $130.7 million in 2018 from $124.0 million in 2017. The higher interest income in 2018 compared to 2017 was due primarily to the increase in the volume of loans due to new originations, the increased interest rate on loans, and the inclusion of $2.7 million of merger-related loan discount accretion in 2018. This increase was partially offset by a $1.3 million decrease in interest income on investment securities, due primarily to a 18 basis point decrease in the average rate earned. Our yield on average earning assets was 4.36% in 2018 compared to 4.34% in 2017.
Interest expense increased during 2019 by $16.0 million, or 69.8%, to $38.8 million from $22.8 million in 2018. The increase in interest expense during 2019 compared to 2018 was due to increased volume of interest bearing liabilities primarily related to the ATBancorp merger and a 28 basis point increase in the cost of deposits, mainly due to increased market interest rates. The average rate paid on interest-bearing liabilities was 1.24% in 2019 compared to 0.94% in 2018.
Interest expense in 2018 increased by $7.7 million, or 50.8%, from 2017. The increase in interest expense during 2018 compared to 2017 was primarily driven by a 23 basis point increase in the cost of deposits. The average rate paid on interest-bearing liabilities was 0.94% in 2018 compared to 0.67% in 2017.
Net interest income, on a tax-equivalent basis, increased 36.3% in 2019 to $146.9 million from $107.8 million in 2018. Tax-equivalent net interest income in 2018 decreased by $1.0 million, or 0.9%, from 2017. The net interest margin, which is our net interest income expressed as a percentage of average interest-earning assets stated on a tax-equivalent basis, was higher at 3.82% for 2019 compared to 3.60% in 2018 and 3.81% in 2017. The increase in net interest margin was driven primarily by an increase in loan purchase discount accretion to $14.0 million in 2019 from $2.7 million in 2018. The net interest spread, also on a tax-equivalent basis, was 3.59% in 2019 compared to 3.42% in 2018 and 3.67% in 2017
Provision for Loan Losses
Our provision for loan losses was $7.2 million during 2019 compared to $7.3 million in 2018 and $17.3 million in 2017. Net charge-offs totaled $7.4 million in 2019, compared to net charge-offs of $6.1 million in 2018. The decreased provision from 2018 to 2019 was primarily the result of a decrease in specific reserves on loans individually evaluated for impairment, partially offset by an increase in reserves on loans collectively evaluated for impairment. The decreased provision from 2017 to 2018 reflects a $7.3 million credit impairment in 2017 related to a loan made to one of the Company’s commercial borrowers. Loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, with the adoption of CECL effective January 1, 2020, provision expense may become more volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance. The provision for loan losses is established based on a number of factors as described in more detail in the “Critical Accounting Policies” section.  

36


Noninterest Income
The following table sets forth the various categories of noninterest income for the years ended December 31, 2019, 2018, and 2017.
 
For the Year Ended December 31,
 
2019
 
2018
 
$ Change
 
% Change
 
2018
 
2017
 
$ Change
 
% Change
 
(dollars in thousands)
Investment services and trust activities
$
8,040

 
$
4,953

 
$
3,087

 
62.3
 %
 
$
4,953

 
$
4,919

 
$
34

 
0.7
 %
Service charges and fees
7,452

 
6,157

 
1,295

 
21.0

 
6,157

 
6,533

 
(376
)
 
(5.8
)
Card revenue
5,594

 
4,223

 
1,371

 
32.5

 
4,223

 
3,906

 
317

 
8.1

Loan revenue
3,789

 
3,622

 
167

 
4.6

 
3,622

 
3,421

 
201

 
5.9

Bank-owned life insurance
1,877

 
1,610

 
267

 
16.6

 
1,610

 
1,388

 
222

 
16.0

Insurance commissions
734

 
1,284

 
(550
)
 
(42.8
)
 
1,284

 
1,270

 
14

 
1.1

Investment securities gains, net
90

 
193

 
(103
)
 
(53.4
)
 
193

 
241

 
(48
)
 
(19.9
)
Other
3,670

 
1,173

 
2,497

 
212.9

 
1,173

 
1,073

 
100

 
9.3

Total noninterest income
$
31,246

 
$
23,215

 
$
8,031

 
34.6
 %
 
$
23,215

 
$
22,751

 
$
464

 
2.0
 %

Total noninterest income for the year ended December 31, 2019 was $31.2 million, an increase of $8.0 million, or 34.6%, from $23.2 million during the same period of 2018. This increase was primarily due to general improvement in all areas of noninterest income as a result of the ATBancorp merger with the exception of insurance commissions, which decreased due to the sale of substantially all of the assets used by MidWestOne Insurance Services, Inc. in June 2019, and investment securities gains, net, which also decreased.
Total noninterest income for the year ended December 31, 2018 was $23.2 million, an increase of $0.5 million, or 2.0%, from $22.8 million during the same period of 2017. This increase was primarily due to general improvement in all areas of noninterest income with the exception of service charges and fees on deposit accounts, which decreased due to generally lower account and non-sufficient funds fees, as well as investment securities gains, net, which also decreased.
Noninterest Expense
The following table sets forth the various categories of noninterest expense for the years ended December 31, 2019, 2018, and 2017.
 
For the Year Ended December 31,
 
2019
 
2018
 
$ Change
 
% Change
 
2018
 
2017
 
$ Change
 
% Change
 
(dollars in thousands)
Compensation and employee benefits
$
65,660

 
$
49,758

 
$
15,902

 
32.0
 %
 
$
49,758

 
$
47,864

 
$
1,894

 
4.0
 %
Occupancy expense of premises, net
8,647

 
7,597

 
1,050

 
13.8

 
7,597

 
7,382

 
215

 
2.9

Equipment
7,717

 
5,565

 
2,152

 
38.7

 
5,565

 
5,060

 
505

 
10.0

Legal and professional
8,049

 
4,641

 
3,408

 
73.4

 
4,641

 
3,962

 
679

 
17.1

Data processing
4,579

 
2,951

 
1,628

 
55.2

 
2,951

 
2,674

 
277

 
10.4

Marketing
3,789

 
2,660

 
1,129

 
42.4

 
2,660

 
2,449

 
211

 
8.6

Amortization of intangibles
5,906

 
2,296

 
3,610

 
157.2

 
2,296

 
3,125

 
(829
)
 
(26.5
)
FDIC insurance
690

 
1,533

 
(843
)
 
(55.0
)
 
1,533

 
1,265

 
268

 
21.2

Communications
1,701

 
1,353

 
348

 
25.7

 
1,353

 
1,333

 
20

 
1.5

Foreclosed assets, net
580

 
21

 
559

 
2,661.9

 
21

 
184

 
(163
)
 
(88.6
)
Other
10,217

 
4,840

 
5,377

 
111.1

 
4,840

 
4,825

 
15

 
0.3

Total noninterest expense
$
117,535

 
$
83,215

 
$
34,320

 
41.2
 %
 
$
83,215

 
$
80,123

 
$
3,092

 
3.9
 %
Noninterest expense increased to $117.5 million for the year ended December 31, 2019, compared with $83.2 million for the year ended December 31, 2018, an increase of $34.3 million, or 41.2%, with all expense line items except FDIC insurance showing increases from 2018 to 2019. The increase in compensation and employee benefits of $15.9 million was primarily due to increased FTE employees due to the acquisition of ATBancorp and merger-related expenses of $5.4 million. The increase in other noninterest expense of $5.4 million was primarily related to $4.0 million of amortization of tax credit investments in 2019. Net occupancy expense increased primarily due to additional locations related to the ATBancorp acquisition, as well as merger-related expenses of $0.5 million. Legal and professional fees increased in 2019 as well, reflecting $2.8 million of expenses related to the merger

37


with ATBancorp. Data processing expense rose $1.6 million primarily due to increased core data processing expenses. Amortization of intangibles increased $3.6 million due primarily to increased intangible asset balances related to the ATBancorp acquisition. Equipment expense increased $2.2 million primarily due to an increase in software-related expenses. FDIC insurance expense decreased $0.8 million primarily due to one-time FDIC premium credits received in 2019.
Noninterest expense increased to $83.2 million for the year ended December 31, 2018, compared with $80.1 million for the year ended December 31, 2017, an increase of $3.1 million, or 3.9%, with all expense line items except amortization of intangible assets and foreclosed assets, net, showing increases between 2017 and 2018. The increase was primarily due to salaries and employee benefits, which increased mainly due to normal salary and benefit cost adjustments. Equipment expense increased primarily due to increased software licensing expenses. Professional fees increased in 2018 as well, reflecting $0.7 million of expenses related to the merger with ATBancorp. Data processing expense rose primarily due to increased core data processing expenses.
Full-time equivalent employee levels were 771, 597, and 610 at December 31, 2019, 2018 and 2017, respectively.
Income Tax Expense
Our effective tax rate, or income taxes divided by income before taxes, was 13.1% for 2019 compared with 20.1% for 2018. Income tax expense decreased by $1.0 million to $6.6 million in 2019 compared to tax expense of $7.6 million for 2018. The lower effective tax rate in 2019 was driven by recognition of tax credits.
Our effective tax rate was 20.1% for 2018 compared with 35.7% for 2017. Income tax expense decreased by $2.8 million to $7.6 million in 2018 compared to tax expense of $10.4 million for 2017. The lower effective tax rate in 2018 was due primarily to the $3.2 million impact of the Tax Act in 2017.
Financial Condition
Summary
Our total assets increased $1.36 billion, or 41.4%, to $4.65 billion as of December 31, 2019 from $3.29 billion as of December 31, 2018. This growth resulted primarily from increases in total loans, excluding loans held for sale, of $1.06 billion, or 44.3%, which was principally driven by the ATBancorp acquisition. Securities held for investment increased $176.1 million, or 28.9%, driven by the ATBancorp acquisition, as well as strong deposit generation. Our loan-to-deposit ratio rose to 93.0% at year-end 2019 compared to 92.0% at year-end 2018, with our target range being between 80% and 90%.
Total liabilities increased by $1.21 billion from December 31, 2018 to December 31, 2019. Our deposits increased $1.12 billion, or 42.7%, to $3.73 billion as of December 31, 2019 from $2.61 billion at December 31, 2018. Long-term debt was $231.7 million at December 31, 2019, an increase of $62.9 million, or 37.3%, from December 31, 2018. Short-term borrowings rose $7.9 million between December 31, 2018 and December 31, 2019.
Shareholders’ equity increased $151.9 million, or 42.5%, from December 31, 2018 to December 31, 2019. The increase was primarily driven by the issuance of common stock related to the ATBancorp merger, as well as net income of $43.6 million in 2019. These increases were primarily offset by dividends paid of $11.5 million.

















38


Following is a table that represents the major categories of the Company’s balance sheet:
 
December 31,
 
December 31,
 
 
 
 
 
2019
 
2018
 
$ Change
 
% Change
 
(dollars in thousands)
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
73,484

 
45,480

 
$
28,004

 
61.6
%
Securities held for investment
785,977

 
609,923

 
176,054

 
28.9

Total loans, net
3,427,587

 
2,370,138

 
1,057,449

 
44.6

Other assets
366,525

 
265,939

 
100,586

 
37.8

Total assets
$
4,653,573

 
$
3,291,480

 
$
1,362,093

 
41.4
%
Liabilities and Shareholders’ Equity
 
 
 
 
 
 
 
Total deposits
$
3,728,655

 
$
2,612,929

 
$
1,115,726

 
42.7
%
Total borrowings
371,009

 
300,148

 
70,861

 
23.6

Other liabilities
44,927

 
21,336

 
23,591

 
110.6

Total shareholders’ equity
508,982

 
357,067

 
151,915

 
42.5

Total liabilities and shareholders’ equity
$
4,653,573

 
$
3,291,480

 
$
1,362,093

 
41.4
%

Investment Securities
Our investment securities portfolio is managed to provide both a source of liquidity and earnings. The size of the portfolio varies along with fluctuations in levels of deposits and loans. We consider many factors in determining the composition of our investment portfolio including tax-equivalent yield, credit quality, duration, expected cash flows and prepayment risk, as well as the liquidity position and the interest rate risk profile of the Company.
During the quarter ended December 31, 2019, the Company transferred all of its investment securities classified as held to maturity to available for sale. Based on the changes in the current rate environment, management made this change in an effort to manage more effectively the investment portfolio, including the potential sale in the future of securities that were formerly classified as held to maturity. The amortized cost of the securities that were transferred totaled $186.4 million, and the pre-tax net unrealized gain related to these securities totaled $2.8 million on the date of the transfer.
Debt securities available for sale are carried at fair value. As of December 31, 2019, the fair value of our debt securities available for sale was $786.0 million and the amortized cost was $780.1 million. There were $8.4 million of gross unrealized gains and $2.4 million of gross unrealized losses in our debt securities available for sale portfolio for a net unrealized gain of $5.9 million. The after-tax effect of this unrealized gain has been included in the accumulated other comprehensive income component of shareholders’ equity. The ratio of the fair value as a percentage of amortized cost increased at December 31, 2019 compared to December 31, 2018, due to a decrease in interest rates during 2019.
U.S. government agency securities as a percentage of total debt securities decreased to 0.1% at December 31, 2019, from 0.9% at December 31, 2018, and obligations of state and political subdivisions (primarily tax-exempt obligations) as a percentage of total securities also decreased to 32.7% at December 31, 2019, from 41.5% at December 31, 2018. Investments in mortgage-backed securities and collateralized mortgage obligations increased to 42.8% of total securities at December 31, 2019, as compared to 41.0% of total securities at December 31, 2018, and corporate debt securities increased to 24.4% of total securities at December 31, 2019, as compared to 16.6% at December 31, 2018.
As of December 31, 2019 and 2018, the Company’s mortgage-backed and collateralized mortgage obligations portfolios consisted of securities predominantly backed by one- to four-family mortgage loans and underwritten to the standards of and guaranteed by the following government-sponsored agencies: FHLMC, the FNMA, and the GNMA. The receipt of principal, at par, and interest on these securities is guaranteed by the respective government-sponsored agency guarantor, such that the Company believes that its mortgage-backed securities and collateralized mortgage obligations do not expose the Company to significant credit-related losses.

39


The composition of debt securities available for sale was as follows:
 
December 31,
 
2019
 
2018
 
2017
Debt securities available for sale
(dollars in thousands)
U.S. Government agencies and corporations
$
441

0.1
%
 
$
5,495

1.3
%
 
$
15,626

3.5
%
States and political subdivisions
257,205

32.7

 
121,901

29.4

 
141,839

31.9

Mortgage-backed securities
43,530

5.5

 
50,653

12.2

 
48,497

10.9

Collateralized mortgage obligations
292,946

37.3

 
169,928

41.1

 
168,196

37.7

Corporate debt securities
191,855

24.4

 
66,124

16.0

 
71,166

16.0

Fair value of debt securities available for sale
$
785,977

100.0
%
 
$
414,101

100.0
%
 
$
445,324

100.0
%
The composition of held to maturity securities was as follows:
 
December 31,
 
2019
 
2018
 
2017
Debt securities held to maturity
(dollars in thousands)
U.S. Government agencies and corporations
$

N/A
 
$

%
 
$
10,049

5.1
%
States and political subdivisions

N/A
 
131,177

67.0

 
126,413

64.6

Mortgage-backed securities

N/A
 
11,016

5.6

 
1,906

1.0

Collateralized mortgage obligations

N/A
 
18,527

9.5

 
22,115

11.3

Corporate debt securities

N/A
 
35,102

17.9

 
35,136

18.0

Amortized cost
$

N/A
 
$
195,822

100.0
%
 
$
195,619

100.0
%
See Note 3. Debt Securities, and Note 20. Estimated Fair Value of Financial Instruments and Fair Value Measurements to our consolidated financial statements for additional information related to the investment portfolio.
The maturities, carrying values and weighted average yields of debt securities as of December 31, 2019 were as follows:
 
Maturity
 
 
 
 
 
After One but
 
After Five but
 
 
 
 
 
Within One Year
 
Within Five Years
 
Within Ten Years
 
After Ten Years
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
(dollars in thousands)
Debt securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Government agencies and corporations
$

 
%
 
$
441

 
2.05
%
 
$

 
%
 
$

 
%
States and political subdivisions (1)
6,069

 
3.85

 
64,803

 
3.51

 
132,394

 
3.39

 
53,939

 
3.35

Mortgage-backed securities (2)
12

 
4.69

 
9,466

 
2.24

 
8,273

 
2.63

 
25,779

 
2.83

Collateralized mortgage obligations (2)

 

 
7,107

 
3.78

 
5,422

 
1.53

 
280,417

 
2.46

Corporate debt securities
16,575

 
2.00

 
107,928

 
2.80

 
66,532

 
4.62

 
820

 
4.20

Total debt securities available for sale
$
22,656

 
2.50
%
 
$
189,745

 
3.05
%
 
$
212,621

 
3.70
%
 
$
360,955

 
2.62
%
(1) Yield is on a tax-equivalent basis, assuming a federal income tax rate of 21%.
(2) These securities are presented based upon contractual maturities.
 
 
As of December 31, 2019, no non-agency issuer’s securities exceeded 10% of the Company’s total shareholders’ equity.

40


Loans
The composition of loans (before deducting the allowance for loan losses) was as follows:
 
As of December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
 
 
 
% of
 
 
 
% of
 
 
 
% of
 
 
 
% of
 
 
 
% of
 
Amount
 
Total
 
Amount
 
Total
 
Amount
 
Total
 
Amount
 
Total
 
Amount
 
Total
 
(dollars in thousands)
Agricultural
$
140,446

 
4.1
%
 
$
96,956

 
4.1
%
 
$
105,512

 
4.6
%
 
$
113,343

 
5.2
%
 
$
121,714

 
5.7
%
Commercial and industrial
835,236

 
24.2

 
533,188

 
22.2

 
503,624

 
22.0

 
460,970

 
21.3

 
470,272

 
21.9

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction & development
298,077

 
8.6

 
217,617

 
9.1

 
165,276

 
7.3

 
126,685

 
5.9

 
120,753

 
5.6

Farmland
181,885

 
5.3

 
88,807

 
3.7

 
87,868

 
3.8

 
94,979

 
4.4

 
89,084

 
4.1

Multifamily
227,407

 
6.6

 
134,741

 
5.6

 
134,506

 
5.9

 
136,003

 
6.3

 
121,763

 
5.7

Commercial real estate-other
1,107,490

 
32.1

 
826,163

 
34.4

 
784,321

 
34.3

 
706,576

 
32.6

 
660,341

 
30.7

Total commercial real estate
1,814,859

 
52.6

 
1,267,328

 
52.8

 
1,171,971

 
51.3

 
1,064,243

 
49.2

 
991,941

 
46.1

Residential real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One- to four-family first liens
407,418

 
11.8

 
341,830

 
14.3

 
352,226

 
15.4

 
372,233

 
17.2

 
428,233

 
19.9

One- to four-family junior liens
170,381

 
4.9

 
120,049

 
5.0

 
117,204

 
5.1

 
117,763

 
5.4

 
102,273

 
4.7

Total residential real estate
577,799

 
16.7

 
461,879

 
19.3

 
469,430

 
20.5

 
489,996

 
22.6

 
530,506

 
24.6

Consumer
82,926

 
2.4

 
39,428

 
1.6

 
36,158

 
1.6

 
36,591

 
1.7

 
37,509

 
1.7

Total loans
$
3,451,266

 
100.0
%
 
$
2,398,779

 
100.0
%
 
$
2,286,695

 
100.0
%
 
$
2,165,143

 
100.0
%
 
$
2,151,942

 
100.0
%
Total assets
$
4,653,573

 
 
 
$
3,291,480

 
 
 
$
3,212,271

 
 
 
$
3,079,575

 
 
 
$
2,979,975

 
 
Loans to total assets
 
 
74.2
%
 
 
 
72.9
%
 
 
 
71.2
%
 
 
 
70.3
%
 
 
 
72.2
%
Our loan portfolio, before allowance for loan losses, increased 43.9% to $3.45 billion as of December 31, 2019 from $2.40 billion at December 31, 2018. The increases in the loan portfolio were primarily driven by the ATBancorp merger, which resulted in the recognition of $1.14 billion in loan balances as of the acquisition date.
The largest increase occurred in commercial real estate loans, which increased $547.5 million, or 43.2%, to $1.81 billion as of December 31, 2019, from $1.27 billion as of December 31, 2018. Within commercial real estate, other commercial real estate increased $281.3 million, or 34.1%, construction and development increased $80.5 million, or 37.0%, farmland loans increased $93.1 million, or 104.8%, and multifamily increased $92.7 million, or 68.8%, between December 31, 2019 and December 31, 2018. Commercial and industrial loans increased $302.0 million, or 56.6%, to $835.2 million between December 31, 2019 and December 31, 2018. Additionally, agricultural loans increased $43.5 million, or 44.9%, between December 31, 2019 and December 31, 2018, to $140.4 million at December 31, 2019, and residential real estate loans increased $115.9 million, or 25.1%, between December 31, 2019 and December 31, 2018. Consumer loans also increased $43.5 million, or 110.3%, between the two dates. Commitments under standby letters of credit, unused lines of credit and other conditionally approved credit lines totaled approximately $900.8 million and $538.6 million as of December 31, 2019 and 2018, respectively.
Our loan to deposit ratio increased to 93.0% at year end 2019 from 92.0% at the end of 2018, with our target range for this ratio being between 80% and 90%. The increase in this ratio is reflective of the ATBancorp merger, which included the acquisition of loan balances of $1.14 billion and deposit balances of $1.09 billion as of the acquisition date, or a loan to deposit ratio of 105% as of the acquisition date. We expect to reduce this ratio to be within the target range through a greater focus on deposit gathering within our markets.

41


The following table sets forth remaining maturities and rate types of loans at December 31, 2019:
 
 
 
 
 
 
 
 
 
Maturities Within
 
Maturities After
 
 
 
Due In
 
 
 
 
 
One Year
 
One Year
 
Due Within
 
One to
 
Due After
 
 
 
Fixed
 
Variable
 
Fixed
 
Variable
 
One Year
 
Five Years
 
Five Years
 
Total
 
Rates
 
Rates
 
Rates
 
Rates
 
(in thousands)
Agricultural
$
91,376

 
$
39,908

 
$
9,162

 
$
140,446

 
$
25,231

 
$
66,145

 
$
36,986

 
$
12,084

Commercial and industrial
226,663

 
310,367

 
298,206

 
835,236

 
62,831

 
163,832

 
324,257

 
284,316

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction & development
87,714

 
152,790

 
57,573

 
298,077

 
49,526

 
38,188

 
108,280

 
102,083

Farmland
29,124

 
97,396

 
55,365

 
181,885

 
26,267

 
2,857

 
111,840

 
40,921

Multifamily
22,371

 
138,549

 
66,487

 
227,407

 
11,929

 
10,442

 
133,771

 
71,265

Commercial real estate-other
87,936

 
620,264

 
399,290

 
1,107,490

 
78,080

 
9,856

 
599,931

 
419,623

Total commercial real estate
227,145

 
1,008,999

 
578,715

 
1,814,859

 
165,802

 
61,343

 
953,822

 
633,892

Residential real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One- to four- family first liens
18,905

 
99,103

 
289,410

 
407,418

 
12,306

 
6,599

 
160,014

 
228,499

One- to four- family junior liens
13,935

 
36,404

 
120,042

 
170,381

 
3,116

 
10,819

 
57,759

 
98,687

Total residential real estate
32,840

 
135,507

 
409,452

 
577,799

 
15,422

 
17,418

 
217,773

 
327,186

Consumer
11,500

 
62,180

 
9,246

 
82,926

 
5,416

 
6,084

 
69,731

 
1,695

Total loans
$
589,524

 
$
1,556,961

 
$
1,304,781

 
$
3,451,266

 
$
274,702

 
$
314,822

 
$
1,602,569

 
$
1,259,173

Of the $1.57 billion of variable rate loans, approximately $825.3 million, or 52.4%, are subject to interest rate floors, with a weighted average floor rate of 4.45%.
Nonperforming Assets
The following table sets forth information concerning nonperforming assets at December 31 for each of the years indicated:
 
December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
 
(dollars in thousands)
90 days or more past due and still accruing interest
$
136

 
$
365

 
$
207

 
$
485

 
$
284

Performing troubled debt restructured
4,372

 
5,284

 
9,815

 
7,377

 
7,547

Nonaccrual
41,481

 
19,924

 
14,784

 
20,668

 
4,012

Total nonperforming loans
45,989

 
25,573

 
24,806

 
28,530

 
11,843

Foreclosed assets, net
3,706

 
535

 
2,010

 
2,097

 
8,834

Total nonperforming assets
$
49,695

 
$
26,108

 
$
26,816

 
$
30,627

 
$
20,677

Nonperforming loans to loans held for investment, net of unearned income
1.33
%
 
1.07
%
 
1.08
%
 
1.32
%
 
0.55
%
Nonperforming assets to loans held for investment, net of unearned income
1.44
%
 
1.09
%
 
1.17
%
 
1.41
%
 
1.43
%
Management’s policy is to place loans on nonaccrual status when interest or principal is 90 days or more past due. Such loans may continue on accrual status only if they are both well-secured with marketable collateral and in the process of collection.
Total nonperforming assets were $49.7 million at December 31, 2019, compared to $26.1 million at December 31, 2018, a $23.6 million, or 90.3%, increase. Nonperforming loans increased $20.4 million during 2019, and foreclosed assets, net, increased $3.2 million during 2019. The increase in foreclosed assets, net, from $0.5 million at December 31, 2018 to $3.7 million at December 31, 2019, was primarily attributable to the ATBancorp merger, which resulted in the acquisition of $3.1 million in foreclosed assets at the date of acquisition. Foreclosed assets, net, are carried at the lower of cost or fair value less estimated costs of disposal. Additional discounts could be required to market and sell the properties, resulting in a write down through expense.
Nonperforming loans increased from $25.6 million, or 1.07% of total loans, at December 31, 2018, to $46.0 million, or 1.33% of total loans, at December 31, 2019. At December 31, 2019, nonperforming loans consisted of $41.5 million in nonaccrual loans, $4.4 million in performing TDRs and $0.1 million in loans past due 90 days or more and still accruing interest. This compares to nonaccrual loans of $19.9 million, TDRs of $5.3 million, and loans past due 90 days or more and still accruing interest of $0.4 million at December 31, 2018. The $21.6 million increase in nonaccrual loans was primarily driven by loans placed on nonaccrual

42


status during the year of $30.0 million, as well as nonaccrual loans of $12.1 million obtained through the ATBancorp acquisition. These increases were partially offset by repayments of $10.0 million, loans returned to accrual status of $1.8 million, charge-offs of $7.0 million and transfers to foreclosed assets of $1.8 million. Loans 90 days or more past due and still accruing interest decreased $0.2 million between December 31, 2018, and December 31, 2019.
As of December 31, 2019, the allowance for loan losses was $29.1 million compared with $29.3 million at December 31, 2018. The Company had an allowance of 0.84% of total gross loans at December 31, 2019, compared to 1.22% and 1.22% at December 31, 2018 and 2017, respectively. Management evaluates the allowance needed on acquired loans factoring in the remaining discount, which was $18.3 million, $5.8 million, and $8.5 million at December 31, 2019, 2018, and 2017, respectively. The allowance for loan losses represented 63.2% of nonperforming loans at December 31, 2019, compared with 114.6% of nonperforming loans at December 31, 2018.
The following table sets forth information concerning nonperforming loans by class of receivable at December 31, 2019 and December 31, 2018:
 
90 Days or More Past Due and Still Accruing Interest
 
Troubled Debt Restructure
 
Nonaccrual
 
Total
 
(in thousands)
December 31, 2019
 
 
 
 
 
 
 
Agricultural
$

 
$
2,361

 
$
2,893

 
$
5,254

Commercial and industrial

 

 
13,276

 
13,276

Commercial real estate:
 
 
 
 
 
 
 
Construction & development

 

 
1,494

 
1,494

Farmland

 

 
10,402

 
10,402

Multifamily

 

 

 

Commercial real estate-other

 
1,017

 
10,141

 
11,158

Total commercial real estate

 
1,017

 
22,037

 
23,054

Residential real estate:
 
 
 
 
 
 
 
One- to four- family first liens
99

 
856

 
2,556

 
3,511

One- to four- family junior liens
25

 
138

 
513

 
676

Total residential real estate
124

 
994

 
3,069

 
4,187

Consumer
12

 

 
206

 
218

Total
$
136

 
$
4,372

 
$
41,481

 
$
45,989

December 31, 2018
 
 
 
 
 
 
 
Agricultural
$

 
$
2,502

 
$
1,622

 
$
4,124

Commercial and industrial

 
492

 
9,218

 
9,710

Commercial real estate:
 
 
 
 
 
 
 
Construction & development

 

 
99

 
99

Farmland

 

 
2,751

 
2,751

Multifamily

 

 

 

Commercial real estate-other

 
1,227

 
4,558

 
5,785

Total commercial real estate

 
1,227

 
7,408

 
8,635

Residential real estate:
 
 
 
 
 
 
 
One- to four- family first liens
341

 
1,063

 
1,049

 
2,453

One- to four- family junior liens
24

 

 
465

 
489

Total residential real estate
365

 
1,063

 
1,514

 
2,942

Consumer

 

 
162

 
162

Total
$
365

 
$
5,284

 
$
19,924

 
$
25,573


The largest categories of nonperforming loans were commercial and industrial loans, with a balance of $13.3 million, and commercial real estate loans, with a balance of $23.1 million at December 31, 2019. The remaining nonperforming loans consisted of $5.3 million in agricultural, $4.2 million in residential real estate, and $0.2 million of consumer loans.
A loan is considered to be impaired when, based on current information and events, it is probable that we will not be able to collect all amounts due. The accrual of interest income on impaired loans is discontinued when there is reasonable doubt as to the borrower’s

43


ability to meet contractual payments of interest or principal. Interest income on these loans is recognized to the extent interest payments are received and the principal is considered fully collectible.
The gross interest income that would have been recorded in the years ended December 31, 2019, 2018 and 2017 if the nonaccrual and TDRs had been current in accordance with their original terms was $5.8 million, $2.4 million, and $2.5 million, respectively. The amount of interest collected on those loans that was included in interest income was $2.4 million, $0.9 million, and $1.4 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Loan Review and Classification Process for Agricultural Loans, Commercial and Industrial Loans, and Commercial Real Estate Loans:
The Bank maintains a loan review and classification process which involves multiple officers of the Bank and is designed to assess the general quality of credit underwriting and to promote early identification of potential problem loans. All commercial and agricultural loan officers are charged with the responsibility of risk rating all loans in their portfolios and updating the ratings, positively or negatively, on an ongoing basis as conditions warrant. Risk ratings are selected from an 8-point scale with ratings as follows: ratings 1- 4 satisfactory (pass), rating 5 watch (potential weakness), rating 6 substandard (well-defined weakness), rating 7 doubtful, and rating 8 loss.
When a loan officer originates a new loan, based upon proper loan authorization, he or she documents the credit file with an offering sheet summary, supplemental underwriting analysis, relevant financial information and collateral evaluations. All of this information is used in the determination of the initial loan risk rating. The Bank’s loan review department undertakes independent credit reviews of relationships based on either criteria established by loan policy, risk-focused sampling, or random sampling. Loan policy requires all lending relationships with total exposure of $5.0 million or more as well as all classified (loan grades 6 through 8) and watch (loan grade 5) rated credits over $1.0 million be reviewed no less than annually. The individual loan reviews consider such items as: loan type; nature, type and estimated value of collateral; borrower and/or guarantor estimated financial strength; most recently available financial information; related loans and total borrower exposure; and current and anticipated performance of the loan. The results of such reviews are presented to executive management.
Through the review of delinquency reports, updated financial statements, or other relevant information, the lending officer and/or loan review personnel may determine that a loan relationship has weakened to the point that a watch (loan grade 5) or classified (loan grades 6 through 8) status is warranted. When a loan relationship with total related exposure of $1.0 million or greater is adversely graded (loan grade 5 or above), or is classified as a TDR (regardless of size), the lending officer is then charged with preparing a loan strategy summary worksheet that outlines the background of the credit problem, current repayment status of the loans, current collateral evaluation and a workout plan of action. This plan may include goals to improve the credit rating, assist the borrower in moving the loans to another institution and/or collateral liquidation. All such reports are first presented to regional management and then to the loan strategy committee. Copies of the minutes of these committee meetings are presented to the board of directors of the Bank.
Depending upon the individual facts and circumstances and the result of the classified/watch review process, loan officers and/or loan review personnel may categorize the loan relationship as impaired. Once that determination has occurred, the credit analyst will complete an evaluation of the collateral (for collateral-dependent loans) based upon the estimated collateral value, adjusting for current market conditions and other local factors that may affect collateral value. Loan review personnel may also complete an independent impairment analysis when deemed necessary. These judgmental evaluations may produce an initial specific allowance for placement in the Company’s allowance for loan and lease losses calculation. Impairment analysis for the underlying collateral value is completed in the last month of the quarter.   The impairment analysis worksheets are reviewed by the Credit Administration department prior to quarter-end. The board of directors of the Bank on a quarterly basis reviews the classified/watch reports including changes in credit grades of 5 or higher as well as all impaired loans, the related allowances and foreclosed assets, net.
The review process also provides for the upgrade of loans that show improvement since the last review. All requests for an upgrade of a credit are approved by the loan strategy committee before the rating can be changed.
Restructured Loans
We restructure loans for our customers who appear to be able to meet the terms of their loan over the long term, but who may be unable to meet the terms of the loan in the near term due to individual circumstances. We consider the customer’s past performance, previous and current credit history, the individual circumstances surrounding the current difficulties and their plan to meet the terms of the loan in the future prior to restructuring the terms of the loan. See Note 1. Nature of Business and Significant Accounting Policies for additional information on factors considered related to concessions.

44


Generally, loans are restructured through short-term interest rate relief, short-term principal payment relief or short-term principal and interest payment relief. Once a restructured loan has gone 90 days or more past due or is placed on nonaccrual status, it is included in the 90 days or more past due or nonaccrual totals.
During the year ended December 31, 2019, the Company restructured 21 loans by granting concessions to borrowers experiencing financial difficulties.
Allowance for Loan Losses
The following table shows activity affecting the allowance for loan losses:
 
Year ended December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
 
(dollars in thousands)
Loans held for investment, net of unearned income
$
3,451,266

 
$
2,398,779

 
$
2,286,695

 
$
2,165,143

 
$
2,151,942

Average loans held for investment, net of unearned income
$
3,157,127

 
$
2,354,354

 
$
2,201,364

 
$
2,161,376

 
$
1,962,846

Allowance for loan losses at beginning of period
$
29,307

 
$
28,059

 
$
21,850

 
$
19,427

 
$
16,363

Charge-offs:
 
 
 
 
 
 
 
 
 
Agricultural
$
1,130

 
$
656

 
$
1,202

 
$
1,204

 
$
245

Commercial and industrial
4,774

 
2,752

 
2,338

 
3,066

 
736

Commercial real estate:
 
 
 
 
 
 
 
 
 
Construction & development

 

 
257

 
734

 
193

Farmland
650

 

 

 

 

Multifamily

 

 

 

 

Commercial real estate-other
887

 
2,901

 
7,674

 
197

 
660

Total commercial real estate
1,537

 
2,901

 
7,931

 
931

 
853

Residential real estate:
 
 
 
 
 
 
 
 
 
One- to four- family first liens
61

 
83

 
250

 
462

 
653

One- to four- family junior liens
168

 
30

 
55

 
320

 
87

Total residential real estate
229

 
113

 
305

 
782

 
740

Consumer
720

 
618

 
257

 
98

 
48

Total charge-offs
$
8,390

 
$
7,040

 
$
12,033

 
$
6,081

 
$
2,622

Recoveries:
 
 
 
 
 
 
 
 
 
Agricultural
$
32

 
$
67

 
$
187

 
$
33

 
$
1

Commercial and industrial
195

 
291

 
232

 
124

 
383

Commercial real estate:
 
 
 
 
 
 
 
 
 
Construction & development
6

 
60

 
167

 
54

 

Farmland
202

 

 
24

 
1

 
4

Multifamily

 

 

 

 

Commercial real estate-other
103

 
230

 
100

 
137

 
3

Total commercial real estate
311

 
290

 
291

 
192

 
7

Residential real estate:
 
 
 
 
 
 
 
 
 
One- to four- family first liens
47

 
139

 
24

 
82

 
131

One- to four- family junior liens
58

 
149

 
156

 
75

 
12

Total residential real estate
105

 
288

 
180

 
157

 
143

Consumer
361

 
52

 
18

 
15

 
20

Total recoveries
$
1,004

 
$
988

 
$
908

 
$
521

 
$
554

Net loans charged off
$
7,386

 
$
6,052

 
$
11,125

 
$
5,560

 
$
2,068

Provision for loan losses
7,158

 
7,300

 
17,334

 
7,983

 
5,132

Allowance for loan losses at end of period
$
29,079

 
$
29,307

 
$
28,059

 
$
21,850

 
$
19,427

 
 
 
 
 
 
 
 
 
 
Net loans charged off to average loans
0.23
%
 
0.26
%
 
0.51
%
 
0.26
%
 
0.11
%
Allowance for loan losses to total loans at end of period
0.84
%
 
1.22
%
 
1.23
%
 
1.01
%
 
0.90
%


45


The following table sets forth the allowance for loan losses by loan portfolio segments compared to the percentage of loans to total loans by loan portfolio segment as of December 31 for each of the years indicated:
 
December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
 
Allowance Amount
 
Percent of Loans to Total Loans
 
Allowance Amount
 
Percent of Loans to Total Loans
 
Allowance Amount
 
Percent of Loans to Total Loans
 
Allowance Amount
 
Percent of Loans to Total Loans
 
Allowance Amount
 
Percent of Loans to Total Loans
 
(dollars in thousands)
Agricultural
$
3,748

 
4.1
%
 
$
3,637

 
4.1
%
 
$
2,790

 
4.6
%
 
$
2,003

 
5.2
%
 
$
1,396

 
5.7
%
Commercial and industrial
8,394

 
24.2

 
7,478

 
22.2

 
8,518

 
22.0

 
6,274

 
21.3

 
5,369

 
21.9

Commercial real estate
13,804

 
52.6

 
15,635

 
52.8

 
13,637

 
51.3

 
9,860

 
49.2

 
8,384

 
46.1

Residential real estate
2,685

 
16.7

 
2,349

 
19.3

 
2,870

 
20.5

 
3,458

 
22.6

 
3,876

 
24.6

Consumer
448

 
2.4

 
208

 
1.6

 
244

 
1.6

 
255

 
1.7

 
402

 
1.7

Total
$
29,079

 
100.0
%
 
$
29,307

 
100.0
%
 
$
28,059

 
100.0
%
 
$
21,850

 
100.0
%
 
$
19,427

 
100.0
%
The Bank carefully monitors the loan portfolio and continues to emphasize the importance of credit quality while continuously strengthening loan monitoring systems and controls. The Bank reviews the ALLL quantitative and qualitative methodology on a quarterly basis and makes adjustments when appropriate to maintain adequate reserves.
At December 31, 2018, the Bank adjusted its measure of certain qualitative factors for watch and substandard risk-rated loans. Specifically, prior to year-end 2018, a certain qualitative adjustment applied to each watch and substandard risk-rated segment was measured as the greater of: 1) the actual historical loss rate for that segment as measured over a 20-quarter loss accumulation period or 2) the average loss rate observed across all such risk-rated loan segments over that same period. At year-end 2018, to better align the Bank’s loan credit loss estimate with its actual loss experience, management changed the application of that certain watch and substandard qualitative factor to be the actual historical loss rate for each segment. That adjustment reduced the Bank’s estimate of loan credit losses by $1.2 million at December 31, 2018.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.  The main objective of this amendment is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.  The amendment requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to enhance their credit loss estimates.  The amendment requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio.  In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.  The current expected credit loss measurement will be used to estimate the allowance for credit losses (“ACL”) over the life of the financial assets.  The amendments in this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2019.  

The Company formed a cross functional committee to oversee the adoption of the ASU. The committee identified eleven distinct loan segments for which models have been developed.  Management monitors and assesses credit risk based on these loan segments.

The CECL modeling measurements for estimating the current expected lifetime credit losses for loans includes the following major items:
Initial forecast - using a period of one year using forward-looking economic scenarios of expected losses.
Historical loss forecast - for a period incorporating the remaining contractual life, adjusted for prepayments, and the changes in various economic variables during representative historical and recessionary periods.
Reversion period - using one and a half years, which links the initial loss forecast to the historical loss forecast based on economic conditions at the measurement date.
Discounted cash flows (DCF) calculation - using the items above to estimate the lifetime credit losses for each portfolio and losses for loans modified as a TDR.

The Company will adopt CECL effective January 1, 2020. During the first quarter of 2020, the Company will finalize all internal processes related to the adoption of CECL. At that time, the cross functional committee will be disbanded, along with the current Allowance for Loan Losses Committee, and will be replaced with an Allowance for Credit Losses Committee that will provide oversight for the entire CECL model and allowance process.  

46



Upon finalization of internal processes, the Company will recognize a one-time cumulative effect adjustment increasing the allowance for credit losses. We expect an initial increase to the allowance for credit losses, including the allowance for unfunded commitments, in the range of 20-30% above existing levels. The initial increase to the allowance for credit losses is expected to be substantially attributable to the acquired loan portfolio and the allowance for unfunded commitments. The ultimate impact to the Company’s financial condition and results of operations of the ASU, at both adoption and each subsequent reporting period, is highly dependent on credit quality, macroeconomic forecasts and conditions, the composition of our loans and available-for-sale securities portfolio, along with other management judgments.
 
The Company does not expect a material allowance for credit losses to be recorded on its available-for-sale debt securities under the newly codified available-for-sale debt security impairment model, as a large portion of these securities are government agency-backed securities for which the risk of loss is minimal. Utilizing a risk-based approach that incorporates credit ratings, observed credit spreads and in certain cases issuer-specific financial analysis, the Bank performs a quarterly assessment of non-agency backed securities.  Our assessment based on this analysis is that the risk of loss on non-agency backed securities is also minimal.
 
In December 2018, the OCC, the Federal Reserve, and the FDIC approved a final rule to address changes to credit loss accounting under GAAP, including banking organizations’ implementation of CECL.  The final rule provides banking organizations the option to phase in over a three-year period the day-one adverse effects on regulatory capital that may result from the adoption of the new accounting standard.  The Company is planning on adopting the capital transition relief over the permissible three-year period.

See Note 1 to the consolidated financial statements for additional information on the Company’s adoption of CECL.

Premises and Equipment
As of December 31, 2019, premises and equipment totaled $90.7 million, an increase of $15.0 million, or 19.7%, from $75.8 million at December 31, 2018. This increase was primarily due to the ATBancorp acquisition.
Goodwill and Other Intangible Assets
Goodwill increased to $91.9 million as of December 31, 2019 compared to $64.7 million at December 31, 2018. Other intangible assets increased $22.3 million, or 226.3%, to $32.2 million at December 31, 2019 compared to December 31, 2018. Increases in goodwill and other intangible assets were due to the ATBancorp acquisition.
Deposits
Deposits increased $1.12 billion, or 42.7%, during the year ended December 31, 2019, due to the ATBancorp acquisition, which resulted in an increase of $1.09 billion in deposits on the date of the acquisition, and strong deposit generation. The mix of deposits saw increases between December 31, 2018 and December 31, 2019 of $223.1 million, or 50.8% in non-interest bearing deposits, $278.9 million, or 40.8%, in interest-bearing checking accounts, $207.2 million, or 37.3%, in money market deposits, $229.8 million, or 31.8%, in certificates of deposit, and $176.7 million, or 84.0%, in savings deposits.
The average balance of non-interest-bearing accounts increased $130.9 million, or 28.8%, from 2018 to 2019. The average balance of interest-bearing demand deposits increased $358.0 million, or 29.5%, and the average balance of savings accounts increased by $115.0 million, or 53.7%, between 2018 and 2019. The aggregate average balance of time deposits increased by $150.1 million, or 20.7%, from 2018 to 2019.
 
Year Ended December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
 
Average
 
%
 
Average
 
Average
 
%
 
Average
 
Average
 
%
 
Average
 
Average
 
%
 
Average
 
Average
 
%
 
Average
 
Balance
 
Total
 
Rate
 
Balance
 
Total
 
Rate
 
Balance
 
Total
 
Rate
 
Balance
 
Total
 
Rate
 
Balance
 
Total
 
Rate
 
(dollars in thousands)
Non-interest-bearing demand deposits
$
586,100

 
17.4
%
 
NA

 
$
455,223

 
17.5
%
 
NA

 
$
471,170

 
18.8
%
 
NA

 
$
512,383

 
21.0
%
 
NA

 
$
488,312

 
21.4
%
 
NA

Interest-bearing checking and money market
1,573,436

 
46.8

 
0.78
%
 
1,215,428

 
46.6

 
0.49
%
 
1,152,350

 
46.0

 
0.32
%
 
1,087,757

 
44.5

 
0.29
%
 
859,945

 
37.8

 
0.31
%
Savings
329,199

 
9.8

 
0.33

 
214,244

 
8.2

 
0.12

 
205,204

 
8.2

 
0.10

 
195,237

 
8.0

 
0.14

 
279,230

 
12.3

 
0.13

Certificates of deposit
873,978

 
26.0

 
1.90

 
723,830

 
27.7

 
1.54

 
674,757

 
27.0

 
1.13

 
649,986

 
26.5

 
0.92

 
648,516

 
28.5

 
0.75

Total deposits
$
3,362,713

 
100.0
%
 
0.89
%
 
$
2,608,725

 
100.0
%
 
0.66
%
 
$
2,503,481

 
100.0
%
 
0.46
%
 
$
2,445,363

 
100.0
%
 
0.38
%
 
$
2,276,003

 
100.0
%
 
0.35
%

47


Certificates of deposit of $100,000 and over at December 31, 2019 had the following maturities:
 
(in thousands)
Three months or less
$
116,914

Over three through six months
98,107

Over six months through one year
165,040

Over one year
121,915

Total
$
501,976

Short-Term Borrowings
The Bank purchases federal funds for short-term funding needs from correspondent and regional banks. As of December 31, 2019 and 2018, the Bank had no balance of federal funds purchased.
Securities sold under agreement to repurchase were $117.2 million as of December 31, 2019, an increase of $42.7 million, or 57.3%, from $74.5 million at December 31, 2018. The Company enters into repurchase agreements and also offers a demand deposit account product to customers that sweeps their balances in excess of an agreed upon target amount into overnight repurchase agreements. Changes in the balance of securities sold under agreement to repurchase are due to variances in the cash needs of these customers. See Note 11. Short-Term Borrowings to our consolidated financial statements for additional information related to our federal funds purchased and securities sold under agreement to repurchase.
The Bank utilizes FHLB short-term advances for short-term funding needs. As of December 31, 2019 and 2018, FHLB advances were $22.1 million and $56.9 million, respectively.
Long-Term Debt
Junior subordinated notes that have been issued to capital trusts that issued trust preferred securities were $41.6 million as of December 31, 2019, an increase of $17.7 million, or 74.1%, from $23.9 million at December 31, 2018. The increase was due to the assumption of junior subordinated notes as part of the ATBancorp acquisition.
Subordinated debentures increased to a balance of $10.9 million at December 31, 2019 due to the assumption of subordinated debentures as a result of to the ATBancorp acquisition.
FHLB borrowings totaled $145.7 million as of December 31, 2019, compared to $136.0 million as of December 31, 2018, an increase of $9.7 million, or 7.1%. We utilize FHLB borrowings as a supplement to customer deposits to fund earning assets and to assist in managing interest rate risk.
Other long-term debt in the form of a $35.0 million unsecured note payable to a correspondent bank was entered into on April 30, 2015 in connection with the payment of the merger consideration at the closing of the Central merger. In addition, on April 30, 2019, in connection with the ATBancorp merger, the Company entered into a $35.0 million unsecured note payable with a correspondent bank with a maturity date of April 30, 2024. As of December 31, 2019, the remaining outstanding balance of both notes totaled $32.3 million. See Note 12. Long-Term Debt to our consolidated financial statements for additional information related to long-term debt.

48


The following table sets forth the distribution of borrowed funds and weighted average interest rates. 
 
December 31,
 
2019
 
2018
 
2017
 
 
 
Weighted
 
 
 
Weighted
 
 
 
Weighted
 
Balance
 
Average Rate
 
Balance
 
Average Rate
 
Balance
 
Average Rate
 
(dollars in thousands)
Federal funds purchased, repurchase agreements, and FHLB overnight advances
$
139,349

 
1.17
%
 
$
131,422

 
1.70
%
 
$
97,229

 
0.47
%
Junior subordinated notes issued to capital trusts
41,587

 
3.85

 
23,888

 
4.97

 
23,793

 
4.00

Subordinated debentures
10,899

 
6.50

 

 

 

 

FHLB borrowings
145,700

 
2.25

 
136,000

 
2.45

 
115,000

 
1.67

Other long-term debt
32,250

 
3.44

 
7,500

 
3.78

 
12,500

 
2.85

Total
$
369,785

 
2.25
%
 
$
298,810

 
2.35
%
 
$
248,522

 
1.48
%
The following table sets forth the maximum amount of borrowed funds outstanding at any month-end for the periods presented.
 
Year Ended December 31,
 
2019
 
2018
 
2017
 
(in thousands)
Federal funds purchased, repurchase agreements, and FHLB overnight advances
$
159,236

 
$
131,420

 
$
124,952

FHLB borrowings
160,755

 
148,000

 
145,000

Junior subordinated notes issued to capital trusts
44,030

 
23,888

 
23,793

Subordinated note
10,903

 

 

Other long-term debt
41,250

 
12,500

 
17,500

Total
$
416,174

 
$
315,808

 
$
311,245

The following table sets forth the average amount of and the average rate paid on borrowed funds.
 
Year Ended December 31,
 
2019
 
2018
 
2017
 
Average
 
Average
 
Average
 
Average
 
Average
 
Average
 
Balance
 
Rate
 
Balance
 
Rate
 
Balance
 
Rate
 
(dollars in thousands)
Federal funds purchased, repurchase agreements, and FHLB overnight advances

$
124,956

 
1.46
%
 
$
105,094

 
1.24
%
 
$
87,763

 
0.47
%
FHLB borrowings
151,764

 
2.30

 
133,814

 
1.95

 
110,000

 
1.67

Junior subordinated notes issued to capital trusts
35,956

 
5.15

 
23,841

 
4.97

 
23,743

 
4.00

Subordinated note
7,304

 
6.31

 

 

 

 

Other long-term debt
27,844

 
3.97

 
10,596

 
3.77

 
15,596

 
2.75

Total
$
347,824

 
2.51
%
 
$
273,345

 
2.01
%
 
$
237,102

 
1.53
%

49


Contractual Obligations
The following table summarizes contractual obligations payments due by period, as of December 31, 2019:
 
 
 
Less than
 
1 to 3
 
3 to 5
 
More than
Contractual Obligations
Total
 
1 year
 
years
 
years
 
5 years
 
(in thousands)
Time certificates of deposit
$
953,446

 
$
678,107

 
$
242,832

 
$
31,670

 
$
837

Federal funds purchased, repurchase agreements, and FHLB overnight advances
139,349

 
139,349

 

 

 

FHLB borrowings
145,400

 
54,400

 
74,000

 
17,000

 

Junior subordinated notes issued to capital trusts
41,587

 

 

 

 
41,587

Subordinated debentures
10,899

 

 

 
10,899

 

Other long-term debt
32,250

 
9,500

 
14,000

 
8,750

 

Noncancellable operating leases and capital lease obligations
8,512

 
1,345

 
2,522

 
2,088

 
2,557

Total
$
1,331,443

 
$
882,701

 
$
333,354

 
$
70,407

 
$
44,981

Off-Balance-Sheet Transactions
During the normal course of business, we become a party to financial instruments with off-balance-sheet risk in order to meet the financing needs of our customers. These financial instruments include commitments to extend credit, commitments to sell loans, and standby letters of credit. We follow the same credit policy (including requiring collateral, if deemed appropriate) to make such commitments as is followed for those loans that are recorded in our financial statements.
Our exposure to credit losses in the event of nonperformance is represented by the contractual amount of the commitments. Management does not expect any significant losses as a result of these commitments, and also expects to have sufficient liquidity available to cover these off-balance-sheet instruments. Off-balance-sheet transactions are more fully discussed in Note 18. Commitments and Contingencies to our consolidated financial statements.
The following table summarizes our off-balance-sheet commitments by expiration period, as of December 31, 2019:
 
 
 
Less than
 
1 to 3
 
3 to 5
 
More than
Contractual obligations
Total
 
1 year
 
years
 
years
 
5 years
 
(in thousands)
Commitments to extend credit
$
859,212

 
$
450,341

 
$
121,393

 
$
77,787

 
$
209,691

Commitments to sell loans
5,400

 
5,400

 

 

 

Standby letters of credit
36,192

 
32,956

 
3,011

 
179

 
46

Total
$
900,804

 
$
488,697

 
$
124,404

 
$
77,966

 
$
209,737

Capital Resources
The Federal Reserve uses capital adequacy guidelines in its examination and regulation of bank holding companies and their subsidiary banks. Risk-based capital ratios are established by allocating assets and certain off-balance-sheet commitments into four risk-weighted categories. These balances are then multiplied by the factor appropriate for that risk-weighted category. Pursuant to the Basel III Rules, the Company and the Bank, respectively, are subject to regulatory capital adequacy requirements promulgated by the Federal Reserve and the FDIC. Failure by the Company or the Bank to meet minimum capital requirements could result in certain mandatory and discretionary actions by our regulators that could have a material adverse effect on our consolidated financial statements. Under the capital requirements and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and the Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of total risk-based capital, Tier 1 capital (as defined in the regulations) and Common Equity Tier 1 Capital (as defined in the regulations) to risk-weighted assets (as defined in the regulations), and a leverage ratio consisting of Tier 1 capital (as defined in the regulations) to average assets (as defined in the regulations). As of December 31, 2019, the Bank exceeded federal regulatory minimum capital requirements to be classified as well-capitalized under the prompt corrective action requirements (including the capital conservation buffer), and the Company exceeded federal regulatory minimum requirements

50


for capital adequacy purposes (including the capital conservation buffer). See Note 17. Regulatory Capital Requirements and Restrictions on Subsidiary Cash to our consolidated financial statements for additional information related to our regulatory capital ratios.
In order to be a “well-capitalized” depository institution, a bank must maintain a Common Equity Tier 1 capital ratio of 6.5% or more; a Tier 1 capital ratio of 8% or more; a total capital ratio of 10% or more; and a leverage ratio of 5% or more. A capital conservation buffer, comprised of Common Equity Tier 1 Capital, is also established above the regulatory minimum capital requirements.
On March 17, 2017, the Company entered into an underwriting agreement to offer and sell, through an underwriter, up to 750,000 newly issued shares of the Company’s common stock at a public purchase price of $34.25 per share. This included 250,000 shares of the Company’s common stock granted as a 30-day option to purchase to cover over-allotments, if any. On April 6, 2017, the underwriter purchased the full amount of its over-allotment option of 250,000 shares.
On April 20, 2017, the Company’s shareholders approved the MidWestOne Financial Group, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan is the successor to the MidWestOne Financial Group, Inc. 2008 Equity Incentive Plan (the “2008 Plan”), which expired on November 20, 2017.
On February 15, 2019, 39,100 restricted stock units were granted to certain officers of the Company under the 2017 Plan. Additionally, during the year of 2019, 34,810 shares of common stock were issued in connection with the vesting of previously awarded grants of restricted stock units, of which 3,456 shares were surrendered by grantees to satisfy tax requirements, and 8,190 nonvested restricted stock units were forfeited. During 2019, no shares of common stock were issued in connection with the exercise of previously issued stock options, and no options expired.
On May 15, 2019, 9,940 restricted stock units were granted to the directors of the Company under the 2017 Plan. See Note 15. Stock Compensation Plans to our consolidated financial statements for additional information related to our stock compensation program.
Liquidity
Liquidity management involves the ability to meet the cash flow requirements of depositors and borrowers. We conduct liquidity management on both a daily and long-term basis. We adjust our investments in liquid assets based upon management’s assessment of expected loan demand, projected loan sales, expected deposit flows, yields available on interest-bearing deposits, and the objectives of our asset/liability management program. Excess liquidity is invested generally in short-term U.S. government and agency securities, short- and medium-term state and political subdivision securities, and other investment securities. Our most liquid assets are cash and due from banks, interest-bearing bank deposits, and federal funds sold. The balances of these assets are dependent on our operating, investing, lending, and financing activities during any given period.
Cash and cash equivalents are summarized in the table below:
 
Year Ended December 31,
 
2019
 
2018
 
2017
(dollars in thousands)
 
 
 
 
 
Cash and due from banks
$
67,174

 
$
43,787

 
$
44,818

Interest-bearing deposits
6,112

 
1,693

 
5,474

Federal funds sold
198

 

 
680

Total
$
73,484

 
$
45,480

 
$
50,972

Percentage of average total assets
1.7
%
 
1.4
%
 
1.6
%
Generally, our principal sources of funds are deposits, advances from the FHLB, principal repayments on loans, proceeds from the sale of loans, proceeds from the maturity and sale of investment securities, our federal funds lines, and funds provided by operations. While scheduled loan amortization and maturing interest-bearing deposits are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by economic conditions, the general level of interest rates, and competition. We utilized particular sources of funds based on comparative costs and availability. The Bank maintains unsecured lines of credit with several correspondent banks and secured lines with the Federal Reserve Bank Discount Window and the FHLB that would allow us to borrow funds on a short-term basis, if necessary.

51


Net cash provided by operations was another major source of liquidity. The net cash provided by operating activities was $47.3 million for the year ended December 31, 2019 and $42.8 million for the year ended December 31, 2018.
As of December 31, 2019, we had outstanding commitments to extend credit to borrowers of $859.2 million, standby letters of credit of $36.2 million, and commitments to sell loans of $5.4 million. Certificates of deposit maturing in one year or less totaled $678.1 million as of December 31, 2019. We believe that a significant portion of these deposits will remain with us upon maturity.
Inflation
The effects of price changes and inflation can vary substantially for most financial institutions. While management believes that inflation affects the growth of total assets, it is difficult to assess the overall impact. The price of one or more of the components of the Consumer Price Index may fluctuate considerably and thereby influence the overall Consumer Price Index without having a corresponding effect on interest rates or upon the cost of those goods and services normally purchased by us. In years of high inflation and high interest rates, intermediate and long-term interest rates tend to increase, thereby adversely impacting the market values of investment securities, mortgage loans and other long-term fixed rate loans held by financial institutions. In addition, higher short-term interest rates caused by inflation tend to increase financial institutions’ cost of funds. In other years, the reverse situation may occur.

ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
In general, market risk is the risk of change in asset values due to movements in underlying market rates and prices. Interest rate risk is the risk to earnings and capital arising from movements in interest rates. Interest rate risk is the most significant market risk affecting us as other types of market risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of our business activities.
In addition to interest rate risk, economic conditions in recent years have made liquidity risk (namely, funding liquidity risk) a more prevalent concern among financial institutions. In general, liquidity risk is the risk of being unable to fund an entity’s obligations to creditors (including, in the case of banks, obligations to depositors) as such obligations become due and/or fund its acquisition of assets.

Liquidity Risk
Liquidity refers to our ability to fund operations, to meet depositor withdrawals, to provide for our customers’ credit needs, and to meet maturing obligations and existing commitments. Our liquidity principally depends on cash flows from operating activities, investment in and maturity of assets, changes in balances of deposits and borrowings, and our ability to borrow funds.
Net cash provided by operating activities was $47.3 million during 2019, compared with $42.8 million in 2018 and $41.1 million in 2017. Proceeds from loans held for sale, net of funds used to originate loans held for sale, represented a $3.4 million outflow for 2019, compared to an inflow of $0.2 million for 2018 and a $3.4 million net inflow for 2017.
Net cash provided by investing activities was $72.7 million during 2019, compared with net cash used in investing activities of $94.4 million in 2018 and net cash used in investing activities of $148.8 million in 2017. During 2019, securities transactions resulted in net cash outflows of $64.6 million, net cash inflows of $25.7 million for 2018, and were relatively cash neutral for 2017. Net origination of loans resulted in $89.0 million in cash inflows for 2019, compared to $118.7 million in cash outflows for 2018 and $133.8 million in cash outflows in 2017.
Net cash used in financing activities was $92.1 million during 2019, compared with net cash provided by financing activities of $46.2 million in 2018, and net cash provided by financing activities of $115.4 million in 2017. Sources of cash from financing activities for 2019 included a net increase of $25.7 million in deposits. This increase in cash was offset by $11.5 million of cash dividends paid, a net decrease of $92.8 million in short-term borrowings, and a net decrease of $8.4 million in long-term debt.
Sources of cash from financing activities for 2018 primarily included net increases of $7.6 million in deposits, $34.2 million in short-term borrowings, and $16.0 million in long-term debt. These increases in cash were partially offset by $9.5 million of cash dividends paid and $2.1 million of repurchases of common stock.
To further mitigate liquidity risk, the Bank has several sources of liquidity in place to maximize funding availability and increase the diversification of funding sources. The criteria for evaluating the use of these sources include volume concentration (percentage of liabilities), cost, volatility, and the fit with the current asset/liability management plan. These acceptable sources of liquidity include:
Federal funds lines;
FHLB borrowings;

52


Brokered deposits;
Brokered repurchase agreements; and
Federal Reserve Bank Discount Window.
Federal Funds Lines: Routine liquidity requirements are met by fluctuations in the federal funds position of the Bank. The principal function of these funds is to maintain short-term liquidity. Unsecured federal funds purchased lines are viewed as a volatile liability and are not used as a long-term funding solution, especially when used to fund long-term assets. The current federal funds purchased limit is 10% of total assets, or the amount of established federal funds lines, whichever is smaller. Currently, the Bank maintains several unsecured federal funds lines totaling $170.0 million, which are tested annually to ensure availability.
FHLB Borrowings: FHLB borrowings provide both a source of liquidity and long-term funding for the Bank. Use of this type of funding is coordinated with both the strategic balance sheet growth projections and interest rate risk profile of the Bank. Factors that are taken into account when contemplating use of FHLB borrowings are the effective interest rate, the collateral requirements, community investment program credits, and the implications and cost of having to purchase incremental FHLB stock. The current FHLB borrowing limit is 45% of total assets. As of December 31, 2019, the Bank had $145.7 million in outstanding FHLB borrowings, leaving $445.5 million available for liquidity needs, based on collateral capacity. These borrowings are secured by various real estate loans (residential, commercial and agricultural).
Brokered Deposits: The Bank has brokered certificate of deposit lines/deposit relationships available to help diversify its various funding sources. Brokered deposits offer several benefits relative to other funding sources, such as: maturity structures which cannot be duplicated in the current retail market, deposit gathering which does not cannibalize the existing deposit base, the unsecured nature of these liabilities, and the ability to quickly generate funds. However, brokered deposits are often viewed as a volatile liability by banking regulators and market participants. This viewpoint, and the desire to not develop a large funding concentration in any one area outside of the Bank’s core market area, is reflected in an internal policy stating that the Bank limit the use of brokered deposits as a funding source to no more than 10% of total assets. Board approval is required to exceed this limit. The Bank will also have to maintain a “well capitalized” standing to access brokered deposits, as an “adequately capitalized” rating would require an FDIC waiver to do so, and an “undercapitalized” rating would prohibit it from using brokered deposits altogether. The Company had $6.6 million in brokered time deposits through the CDARS program as of December 31, 2019. Included in interest-bearing checking and money market deposits at December 31, 2019 were $10.1 million of brokered deposits in the ICS program.
Brokered Repurchase Agreements: Brokered repurchase agreements may be established with approved brokerage firms and banks. Repurchase agreements create rollover risk (the risk that a broker will discontinue the relationship due to market factors) and are not used as a long-term funding solution, especially when used to fund long-term assets. Collateral requirements and availability are evaluated and monitored. The current policy limit for brokered repurchase agreements is 10% of total assets. There were no outstanding brokered repurchase agreements at December 31, 2019.
Federal Reserve Bank Discount Window: The Federal Reserve Bank Discount Window is another source of liquidity, particularly during difficult economic times. The Bank has a borrowing capacity with the Federal Reserve Bank of Chicago limited by the amount of municipal securities pledged against the line. As of December 31, 2019, the Bank had municipal securities with an approximate market value of $13.0 million pledged for liquidity purposes. There were no outstanding borrowings through the FRB Discount Window at December 31, 2019.

Interest Rate Risk
Interest rate risk is defined as the exposure of net interest income and fair value of financial instruments (interest-earning assets, deposits and borrowings) to movements in interest rates. The Company’s results of operations depend to a large degree on its net interest income and its ability to manage interest rate risk. The Company considers interest rate risk to be one of its more significant market risks. The major sources of the Company's interest rate risk are timing differences in the maturity and re-pricing characteristics of assets and liabilities, changes in the shape of the yield curve, changes in customer behavior and changes in relationships between rate indices (basis risk). Management measures these risks and their impact in various ways, including through the use of income simulation and valuation analyses. Multiple interest rate scenarios are evaluated which include gradual or rapid changes in interest rates, spread narrowing and widening, yield curve twists and changes in assumptions about customer behavior in various interest rate scenarios. A mismatch between maturities, interest rate sensitivities and prepayment characteristics of assets and liabilities results in interest-rate risk. Like most financial institutions, we have material interest-rate risk exposure to changes in both short-term and long-term interest rates, as well as variable interest rate indices (e.g., the prime rate or LIBOR). The change in the Company’s interest rate profile between December 31, 2018 and December 31, 2019 is largely attributable to the ATBancorp merger. ATBancorp’s loan portfolio was more heavily weighted toward Prime-based and other floating rate lending than the Bank’s legacy loan portfolio.  As a result, the Bank’s interest rate risk profile became less liability sensitive upon completion of the merger.
The Bank’s asset and liability committee meets regularly and is responsible for reviewing its interest rate sensitivity position and establishing policies to monitor and limit exposure to interest rate risk. Our asset  and  liability  committee  seeks  to  manage interest  rate  risk  under a variety of possible rate scenarios by structuring  our balance sheet and off-balance-sheet positions in such a way that changes in interest rates do not have a large negative impact. The risk is monitored and managed within approved policy limits.
We use a third-party service to model and measure our exposure to potential interest rate changes. For various assumed hypothetical  changes  in  market interest  rates,  numerous  other  assumptions  are  made, such  as  prepayment  speeds  on  loans  and securities backed by mortgages, the  slope  of the Treasury yield-curve, the  rates  and volumes of our deposits, and the  rates  and volumes of our loans. There are two primary tools used to evaluate interest rate risk: net interest income simulation and economic value of equity ("EVE"). In addition, interest rate gap is reviewed to monitor asset and liability repricing over various time periods.
Net Interest Income Simulation: Management utilizes net interest income simulation models to estimate the near-term effects of changing interest rates on its net interest income. Net interest income simulation involves forecasting net interest income under a variety of scenarios, including the level of interest rates and the shape of the yield curve. Management exercises its best judgment in making assumptions regarding events that management can influence, such as non-contractual deposit re-pricings, and events outside management's control, such as customer behavior on loan and deposit activity and the effect that competition has on both loan and deposit pricing. These assumptions are subjective, and, as a result, net interest income simulation results will differ from actual results due to the timing, magnitude and frequency of interest rate changes, changes in market conditions, customer behavior and management strategies, among other factors. We perform various sensitivity analyses on assumptions of deposit attrition and deposit re-pricing.

53


The following table presents the anticipated effect on net interest income over a twelve month period if short- and long-term interest rates were to sustain an immediate decrease of 200 basis points and 100 basis points, or increase of 100 basis points and 200 basis points.
 
Immediate Change in Rates
 
-200
 
-100
 
+100
 
+200
(dollars in thousands)
 
 
 
 
 
 
 
December 31, 2019
 
 
 
 
 
 
 
Dollar change
$
1,302

 
$
101

 
$
(638
)
 
$
(2,354
)
Percent change
0.9
 %
 
0.1
 %
 
(0.5
)%
 
(1.7
)%
 
 
 
 
 
 
 
 
December 31, 2018
 
 
 
 
 
 
 
Dollar change
$
(529
)
 
$
(568
)
 
$
(1,840
)
 
$
(4,006
)
Percent change
(0.5
)%
 
(0.5
)%
 
(1.7
)%
 
(3.8
)%
As of December 31, 2019, 42.4% of the Company’s interest-earning asset balances will reprice or are expected to pay down in the next 12 months, and 43.6% of the Company’s deposit balances are low cost or no cost deposits.

Economic Value of Equity: Management also uses EVE to measure risk in the balance sheet that might not be taken into account in the net interest income simulation analysis. Net interest income simulation highlights exposure over a relatively short time period, while EVE analysis incorporates all cash flows over the estimated remaining life of all balance sheet positions. The valuation of the balance sheet, at a point in time, is defined as the discounted present value of asset cash flows minus the discounted present value of liability cash flows. EVE analysis addresses only the current balance sheet and does not incorporate the run-off replacement assumptions that are used in the net interest income simulation model. EVE analysis is based on key assumptions about the timing and variability of balance sheet cash flows and does not take into account any potential responses by management to anticipated changes in interest rates.
Interest Rate Gap: The interest rate gap is the difference between interest-earning assets and interest-bearing liabilities re-pricing within a given period and represents the net asset or liability sensitivity at a point in time. An interest rate gap measure could be significantly affected by external factors such as loan prepayments, early withdrawals of deposits, changes in the correlation of various interest-bearing instruments, competition, or a rise or decline in interest rates.

54


ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of MidWestOne Financial Group, Inc.


Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of MidWestOne Financial Group, Inc. and its subsidiaries (the Company) as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 6, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits includes performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ RSM US LLP
We have served as the Company’s auditor since 2013.
Cedar Rapids, Iowa
March 6, 2020




55


MIDWESTONE FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

 
December 31,
 
2019
 
2018
ASSETS
(dollars in thousands)
Cash and due from banks
$
67,174

 
$
43,787

Interest earning deposits in banks
6,112

 
1,693

Federal funds sold
198

 

Total cash and cash equivalents
73,484

 
45,480

Debt securities available for sale at fair value
785,977

 
414,101

Held to maturity securities at amortized cost (fair value of $0 and $192,564)

 
195,822

Total securities held for investment
785,977

 
609,923

Loans held for sale
5,400

 
666

Gross loans held for investment
3,469,236

 
2,405,001

Unearned income, net
(17,970
)
 
(6,222
)
Loans held for investment, net of unearned income
3,451,266

 
2,398,779

Allowance for loan losses
(29,079
)
 
(29,307
)
Total loans held for investment, net
3,422,187

 
2,369,472

Premises and equipment, net
90,723

 
75,773

Goodwill
91,918

 
64,654

Other intangible assets, net
32,218

 
9,875

Foreclosed assets, net
3,706

 
535

Other assets
147,960

 
115,102

Total assets
$
4,653,573

 
$
3,291,480

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
Noninterest bearing deposits
$
662,209

 
$
439,133

Interest bearing deposits
3,066,446

 
2,173,796

Total deposits
3,728,655

 
2,612,929

Short-term borrowings
139,349

 
131,422

Long-term debt
231,660

 
168,726

Other liabilities
44,927

 
21,336

Total liabilities
4,144,591

 
2,934,413

 
 
 
 
Commitments and contingencies (Note 18)

 

 
 
 
 
Shareholders' equity
 
 
 
Preferred stock, no par value; authorized 500,000 shares; no shares issued and outstanding

 

Common stock, $1.00 par value; authorized 30,000,000 shares; issued shares of 16,581,017 and 12,463,481; outstanding shares of 16,162,176 and 12,180,015
16,581

 
12,463

Additional paid-in capital
297,390

 
187,813

Retained earnings
201,105

 
168,951

Treasury stock at cost, 418,841 and 283,466
(10,466
)
 
(6,499
)
Accumulated other comprehensive income (loss)
4,372

 
(5,661
)
Total shareholders' equity
508,982

 
357,067

Total liabilities and shareholders' equity
$
4,653,573

 
$
3,291,480

See accompanying notes to consolidated financial statements.  

56


MIDWESTONE FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

 
 
Years ended December 31,
 
 
2019
 
2018
 
2017
 
 
(in thousands, except per share amounts)
Interest income
 
 
 
 
 
 
Loans, including fees
 
$
163,163

 
$
111,193

 
$
102,366

Taxable investment securities
 
13,132

 
11,027

 
10,179

Tax-exempt investment securities
 
5,696

 
5,827

 
6,239

Other
 
450

 
62

 
142

Total interest income
 
182,441

 
128,109

 
118,926

Interest expense
 
 
 
 
 
 
Deposits
 
29,927

 
17,331

 
11,489

Short-term borrowings
 
1,847

 
1,315

 
424

Long-term debt
 
7,017

 
4,195

 
3,232

Total interest expense
 
38,791

 
22,841

 
15,145

Net interest income
 
143,650

 
105,268

 
103,781

Provision for loan losses
 
7,158

 
7,300

 
17,334

Net interest income after provision for loan losses
 
136,492

 
97,968

 
86,447

Noninterest income
 
 
 
 
 
 
Investment services and trust activities
 
8,040

 
4,953

 
4,919

Service charges and fees
 
7,452

 
6,157

 
6,533

Card revenue
 
5,594

 
4,223

 
3,906

Loan revenue
 
3,789

 
3,622

 
3,421

Bank-owned life insurance
 
1,877

 
1,610

 
1,388

Insurance commissions
 
734

 
1,284

 
1,270

Investment securities gains, net
 
90

 
193

 
241

Other
 
3,670

 
1,173

 
1,073

Total noninterest income
 
31,246

 
23,215

 
22,751

Noninterest expense
 
 
 
 
 
 
Compensation and employee benefits
 
65,660

 
49,758

 
47,864

Occupancy expense of premises, net
 
8,647

 
7,597

 
7,382

Equipment
 
7,717

 
5,565

 
5,060

Legal and professional
 
8,049

 
4,641

 
3,962

Data processing
 
4,579

 
2,951

 
2,674

Marketing
 
3,789

 
2,660

 
2,449

Amortization of intangibles
 
5,906

 
2,296

 
3,125

FDIC insurance
 
690

 
1,533

 
1,265

Communications
 
1,701

 
1,353

 
1,333

Foreclosed assets, net
 
580

 
21

 
184

Other
 
10,217

 
4,840

 
4,825

Total noninterest expense
 
117,535

 
83,215

 
80,123

Income before income tax expense
 
50,203

 
37,968

 
29,075

Income tax expense
 
6,573

 
7,617

 
10,376

Net income
 
$
43,630

 
$
30,351

 
$
18,699

Earnings per share:
 
 
 
 
 
 
Basic
 
$
2.93

 
$
2.48

 
$
1.55

Diluted
 
$
2.93

 
$
2.48

 
$
1.55

See accompanying notes to consolidated financial statements.  

57



MIDWESTONE FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
 
Years Ended December 31,
 
 
2019
 
2018
 
2017
 
 
(in thousands)
Net income
 
$
43,630

 
$
30,351

 
$
18,699

 
 
 
 
 
 
 
Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
Unrealized net holding gains (losses) on debt securities available for sale arising
during the period
 
13,663

 
(3,865
)
 
(1,470
)
Reclassification adjustment for net gains included in net income
 
(87
)
 
(197
)
 
(188
)
Income tax (expense) benefit
 
(3,543
)
 
1,060

 
654

Unrealized net gains (losses) on debt securities available for sale, net of
reclassification adjustment
 
10,033

 
(3,002
)
 
(1,004
)
Other comprehensive income (loss), net of tax
 
$
10,033

 
$
(3,002
)
 
$
(1,004
)
Comprehensive income
 
$
53,663

 
$
27,349

 
$
17,695

See accompanying notes to consolidated financial statements.


58


MIDWESTONE FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

 
 
Common Stock
 
 
 
 
 
Accumulated
 
 
 
 
Par
Value
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Treasury
Stock
 
Other
Comprehensive
Income (Loss)
 
Total
 
 
(in thousands)
Balance at December 31, 2016
 
$
11,713

 
$
163,667

 
$
136,975

 
$
(5,766
)
 
$
(1,133
)

$
305,456

Cumulative effect of change in accounting principle(1)
 

 

 
465

 

 
(465
)
 

Net income
 

 

 
18,699

 

 

 
18,699

Other comprehensive loss
 

 

 

 

 
(1,004
)
 
(1,004
)
Issuance of common stock (750,000 shares), net of expenses of $1,328
 
750

 
23,610

 

 

 

 
24,360

Stock options exercised (8,750 shares)
 

 
(83
)
 

 
183

 

 
100

Release/lapse of restriction on RSUs (27,625 shares, net)
 

 
(576
)
 

 
462

 

 
(114
)
Share-based compensation
 

 
868

 

 

 

 
868

Dividends paid on common stock ($0.67 per share)
 

 

 
(8,061
)
 

 

 
(8,061
)
Balance at December 31, 2017

$
12,463

 
$
187,486

 
$
148,078

 
$
(5,121
)
 
$
(2,602
)

$
340,304

Cumulative effect of change in accounting principle(2)
 

 

 
57

 

 
(57
)
 

Net income
 

 

 
30,351

 

 

 
30,351

Other comprehensive loss
 

 

 

 

 
(3,002
)
 
(3,002
)
Stock options exercised (9,700 shares)
 

 
(68
)
 

 
204

 

 
136

Release/lapse of restriction on RSUs (29,715 shares, net)
 

 
(635
)
 

 
547

 

 
(88
)
Repurchase of common stock (76,128 shares)
 

 

 

 
(2,129
)
 

 
(2,129
)
Share-based compensation
 

 
1,030

 

 

 

 
1,030

Dividends paid on common stock ($0.78 per share)
 

 

 
(9,535
)
 

 

 
(9,535
)
Balance at December 31, 2018

$
12,463


$
187,813


$
168,951

 
$
(6,499
)

$
(5,661
)

$
357,067

Net income
 

 

 
43,630

 

 

 
43,630

Other comprehensive income
 

 

 

 

 
10,033

 
10,033

Issuance of common stock for acquisition of ATBancorp (4,117,536 shares), net of offering expenses of $323 and liquidity discount of $2,355
 
4,118

 
109,236

 

 

 

 
113,354

Release/lapse of restriction on RSUs (31,354 shares, net)
 

 
(815
)
 

 
712

 

 
(103
)
Repurchase of common stock (166,729 shares)
 

 

 

 
(4,679
)
 

 
(4,679
)
Share-based compensation
 

 
1,156

 

 

 

 
1,156

Dividends paid on common stock ($0.81 per share)
 

 

 
(11,476
)
 

 

 
(11,476
)
Balance at December 31, 2019
 
$
16,581


$
297,390


$
201,105

 
$
(10,466
)

$
4,372


$
508,982

(1) Reclassification pursuant to adoption of ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. See Note 1. Nature of Business and Significant Accounting Policies - Effect of New Financial Accounting Standards and Note 13. Income Taxes for additional information
(2) Reclassification due to adoption of ASU 2016-01, Financial Instruments-Overall, Recognition and Measurement of Financial Assets and Financial Liabilities. See Note 1. Nature of Business and Significant Accounting Policies - Effect of New Financial Accounting Standards for additional information

See accompanying notes to consolidated financial statements.

59


MIDWESTONE FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

 
Years Ended December 31,
 
2019
 
2018
 
2017
 
(in thousands)
Cash flows from operating activities:
 
 
 
 
 
Net income
$
43,630

 
$
30,351

 
$
18,699

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Provision for loan losses
7,158

 
7,300

 
17,334

Depreciation, amortization, and accretion
2,751

 
9,045

 
8,434

Net loss (gain) on sale of premises and equipment
119

 
(20
)
 
(2
)
Stock-based compensation
1,156

 
1,030

 
868

Net (gain) on sale or call of debt securities available for sale
(87
)
 
(197
)
 
(188
)
Net (gain) loss on call of debt securities held to maturity
(3
)
 
4

 
(53
)
Net loss (gain) on sale of foreclosed assets, net
87

 
(241
)
 
(28
)
Writedown of foreclosed assets
170

 
22

 
58

Net gain on sale of loans held for sale
(2,297
)
 
(1,725
)
 
(1,794
)
Origination of loans held for sale
(115,694
)
 
(66,180
)
 
(87,579
)
Proceeds from sales of loans held for sale
114,605

 
68,108

 
92,758

Gain on sale of assets of MidWestOne Insurance Services, Inc.
(1,076
)
 

 

Increase in cash surrender value of bank-owned life insurance
(1,877
)
 
(1,610
)
 
(1,388
)
Increase (decrease) in deferred income taxes, net
2,708

 
(676
)
 
744

Change in:
 
 
 
 
 
Other assets
1,917

 
(6,996
)
 
(5,309
)
Oher liabilities
(5,953
)
 
4,548

 
(1,482
)
Net cash provided by operating activities
$
47,314

 
$
42,763

 
$
41,072

Cash flows from investing activities:
 
 
 
 
 
Purchases of equity securities
$
(10
)
 
$
(509
)
 
$

Proceeds from sales of debt securities available for sale
125,452

 
14,490

 
22,538

Proceeds from maturities and calls of debt securities available for sale
91,256

 
73,719

 
67,743

Purchases of debt securities available for sale
(289,733
)
 
(61,512
)
 
(62,849
)
Proceeds from sales of debt securities held to maturity
1,381

 

 
1,153

Proceeds from maturities and calls of debt securities held to maturity
7,008

 
5,509

 
15,477

Purchase of debt securities held to maturity

 
(6,008
)
 
(44,024
)
Net decrease (increase) in loans, net of unearned income
88,960

 
(118,710
)
 
(133,836
)
Purchases of premises and equipment
(2,186
)
 
(5,568
)
 
(4,988
)
Proceeds from sale of foreclosed assets
2,071

 
2,268

 
1,216

Proceeds from sale of premises and equipment
56

 
657

 
32

Proceeds from sale of assets held for sale

 
895

 

Proceeds of principal and earnings from bank-owned life insurance

 
452

 

Purchases of bank owned life insurance

 

 
(11,212
)
Proceeds from sale of assets of MidWestOne Insurance Services, Inc.
1,175

 

 

Payments to acquire intangible assets

 
(125
)
 

Net cash acquired in business acquisition
47,315

 

 

Net cash provided by (used in) investing activities
$
72,745

 
$
(94,442
)
 
$
(148,750
)
Cash flows from financing activities:
 
 
 
 
 
Net increase (decrease) in:
 
 
 
 
 
Deposits
$
25,723

 
$
7,610

 
$
124,871

Short-term borrowings
(92,834
)
 
34,193

 
(20,642
)
Long-term debt
(8,363
)
 
16,000

 
(5,000
)
Proceeds from share-based award activity

 
137

 
8

Taxes paid relating to net share settlement of equity awards
(103
)
 
(89
)
 
(114
)
Dividends paid
(11,476
)
 
(9,535
)
 
(8,061
)
Issuance of common stock

 

 
25,688

Payment of stock issuance costs
(323
)
 

 
(1,328
)
Repurchase of common stock
(4,679
)
 
(2,129
)
 

Net cash provided by (used in) financing activities
$
(92,055
)
 
$
46,187

 
$
115,422

Net increase (decrease) in cash and cash equivalents
$
28,004

 
$
(5,492
)
 
$
7,744

Cash and cash equivalents:
 
 
 
 
 
Beginning of period
45,480

 
$
50,972

 
$
43,228

Ending balance
$
73,484

 
$
45,480

 
$
50,972





60


MIDWESTONE FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

 
Years Ended December 31,
 
2019
 
2018
 
2017
 
(in thousands)
Supplemental disclosures of cash flow information:
 
 
 
 
 
Cash paid during the period for interest
$
34,089

 
$
22,441

 
$
15,189

Cash paid during the period for income taxes
7,269

 
6,245

 
13,199

Supplemental schedule of non-cash investing and financing activities:
 
 
 
 
 
Transfer of loans to foreclosed assets
$
2,408

 
$
574

 
$
1,159

Transfer of premises and equipment to assets held for sale
580

 
895

 

Transfer from debt securities held to maturity to available for sale
186,447

 

 

Initial recognition of operating lease right of use assets
2,892

 

 

Initial recognition of operation lease liabilities
2,892

 

 

Transfer due to Tax Cuts and Jobs Act of 2017, reclassified from AOCI to Retained Earnings, tax effect

 

 
465

Transfer due to adoption of ASU 2016-01, reclassified from AOCI to Retained Earnings.

 
57

 

 
 
 
 
 
 
Supplemental Schedule of non-cash Investing Activities from Acquisition:
 
 
 
 
 
Noncash assets acquired:
 
 
 
 
 
Debt securities available for sale
$
99,056

 
$

 
$

Loans
1,138,928

 

 

Premises and equipment
18,327

 

 

Goodwill
27,264

 

 

Core deposit intangible
23,539

 

 

Trust customer intangible
4,810

 

 

Bank-owned life insurance
18,759

 

 

Foreclosed assets
3,091

 

 

Other assets
23,889

 

 

Total noncash assets acquired
1,357,663

 

 

 
 
 
 
 
 
Liabilities assumed:
 
 
 
 
 
Deposits
1,089,355

 

 

Short-term borrowings
100,761

 

 

FHLB borrowings
42,770

 

 

Junior subordinated notes issued to capital trusts
17,555

 
 
 
 
Subordinated debentures
10,909

 

 

Other liabilities
29,951

 

 

Total liabilities assumed
$
1,291,301

 
$

 
$


See accompanying notes to consolidated financial statements.

61


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.Nature of Business and Significant Accounting Policies

Nature of business: MidWestOne Financial Group, Inc. (the “Company”), is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, that has elected to be a financial holding company. It is headquartered in Iowa City, Iowa and owns all of the outstanding common stock of MidWestOne Bank (the “Bank”), Iowa City, Iowa, and, until its dissolution in December 2019, all of the common stock of MidWestOne Insurance Services, Inc., Oskaloosa, Iowa. The Bank is also headquartered in Iowa City, Iowa, and provides services to individuals, businesses, governmental units and institutional customers through a total of 57 banking offices in central and east-central Iowa, the Minneapolis/St. Paul metropolitan area in Minnesota, western Wisconsin, Naples and Fort Myers, Florida, and Denver, Colorado. Prior to the sale of its assets in June 2019, MidWestOne Insurance Services, Inc. provided personal and business insurance services in Cedar Falls, Conrad, Melbourne, Oskaloosa, Parkersburg, and Pella, Iowa. The Bank is actively engaged in many areas of commercial banking, including: acceptance of demand, savings and time deposits; making commercial, real estate, agricultural and consumer loans, and other banking services tailored for its individual customers. The wealth management area of the Bank administers estates, personal trusts, and conservatorship accounts along with providing other management services to customers.

On May 1, 2019, the Company acquired ATBancorp, a bank holding company whose wholly-owned banking subsidiaries were ATSB and ABTW. The primary reasons for the acquisition were to expand the Company’s business into new markets and grow the size of the Company’s business. As consideration for the merger, we issued 4,117,536 shares of our common stock with a value of $113.7 million and paid cash in the amount of $34.8 million.

On June 30, 2019, the Company sold substantially all of the assets used by its wholly owned insurance subsidiary, MidWestOne Insurance Services, Inc., to sell insurance products. The Company recognized a pre-tax gain of $1.1 million from the sale, which was reported in “Other” noninterest income on the Company’s consolidated statements of income. Effective December 31, 2019, MidWestOne Insurance Services, Inc. was legally dissolved.

Accounting estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Certain significant estimates: The allowance for loan losses, fair value of assets acquired and liabilities assumed in a business combination, and the annual impairment testing of goodwill involve certain significant estimates made by management. These estimates are reviewed by management routinely, and it is reasonably possible that circumstances that exist may change in the near-term future and that the effect could be material to the consolidated financial statements.

Principles of consolidation: The consolidated financial statements include the accounts of MidWestOne Financial Group, Inc., a bank holding company, and its wholly-owned subsidiary MidWestOne Bank, which is a state chartered bank whose primary federal regulator is the FDIC, and MidWestOne Insurance Services, Inc. All significant inter-company accounts and transactions have been eliminated in consolidation.

Certain reclassifications have been made to prior periods’ consolidated financial statements to present them on a basis comparable with the current period’s consolidated financial statements.

Trust assets, other than cash deposits held by the Bank in a fiduciary or agency capacity for its customers, are not included in the accompanying consolidated financial statements because such accounts are not assets of the Bank.

Presentation of cash flows: For purposes of reporting cash flows, cash and due from banks includes cash on hand, amounts due from banks, and federal funds sold. Cash flows from loans, deposits, short-term borrowings, and long-term debt are reported net.

Cash receipts and cash payments resulting from originations and sales of loans held for sale are classified as operating cash flows on a gross basis in the consolidated statements of cash flows.

The nature of the Company’s business requires that it maintain amounts due from banks that, at times, may exceed federally insured limits. In the opinion of management, no material risk of loss exists due to the various correspondent banks’ financial condition and the fact that they are well capitalized.

62


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
Investment securities: Debt securities that the Company has the positive intent and ability to hold to maturity are classified as held to maturity and recorded at amortized cost. As of December 31, 2019, the Company held no debt securities classified as held to maturity. Debt securities not classified as held to maturity are classified as available for sale and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income.

The Company employs valuation techniques which utilize observable inputs when those inputs are available. These observable inputs reflect assumptions market participants would use in pricing the security, developed based on market data obtained from sources independent of the Company. When such information is not available, the Company employs valuation techniques which utilize unobservable inputs, or those which reflect the Company’s own assumptions about assumptions that market participants would use, based on the best information available in the circumstances. These valuation methods typically involve cash flow and other financial modeling techniques. Changes in underlying factors, assumptions, estimates, or other inputs to the valuation techniques could have a material impact on the Company’s future financial condition and results of operations. Fair value measurements are required to be classified as Level 1 (quoted prices), Level 2 (based on observable inputs) or Level 3 (based on unobservable inputs) discussed in more detail in Note 20 to the consolidated financial statements. Available for sale debt securities are recorded at fair value with unrealized gains and losses excluded from earnings and reported as a separate component of shareholders’ equity until realized.

Purchase premiums and discounts are recognized in interest income using the interest method between the date of purchase and the first call date, or the maturity date of the security when there is no call date. Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In determining whether other than temporary impairment exists, management considers whether: (1) we have the intent to sell the security; (2) it is more likely than not that we will be required to sell the security before recovery of the amortized cost basis; and (3) we do not expect to recover the entire amortized cost basis of the security. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

During the quarter ended December 31, 2019, the Company transferred all of its investment securities classified as held to maturity to available for sale. See Note 3. Debt Securities for additional information.

Loans: Loans are stated at the principal amount outstanding, net of purchase premiums, purchase discounts and net deferred loan fees. Net deferred loan fees include nonrefundable loan origination fees less direct loan origination costs. Net deferred loan fees, purchase premiums and purchase discounts are amortized into interest income using either the interest method or straight-line method over the terms of the loans, adjusted for actual prepayments. The interest method is used for all loans except revolving loans, for which the straight-line method is used. Interest on loans is credited to income as earned based on the principal amount outstanding.

The accrual of interest on agricultural, commercial, commercial real estate, and consumer loan segments is discontinued at the time the loan is 90 days past due, and residential real estate loan segments at 120 days past due, unless the credit is well secured and in process of collection. Credit card loans and other personal loans are typically charged off no later than 180 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date, if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

The Company requires a loan to be charged-off, in whole or in part, as soon as it becomes apparent that some loss will be incurred, or when its collectability is sufficiently questionable that it no longer is considered a bankable asset. The primary considerations when determining if and how much of a loan should be charged-off are as follows: (1) the potential for future cash flows; (2) the value of any collateral; and (3) the strength of any co-makers or guarantors.

The risk characteristics of each loan portfolio segment are as follows:

Agricultural - Agricultural loans, most of which are secured by crops, livestock, and machinery, are provided to finance capital improvements and farm operations as well as acquisitions of livestock and machinery. The ability of the borrower to repay may

63


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

be affected by many factors outside of the borrower’s control including adverse weather conditions, loss of livestock due to disease or other factors, declines in market prices for agricultural products and the impact of government regulations. The ultimate repayment of agricultural loans is dependent upon the profitable operation or management of the agricultural entity. Collateral for these loans generally includes accounts receivable, inventory, equipment and real estate. However, depending on the overall financial condition of the borrower, some loans are made on an unsecured basis. The collateral securing these loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business.

Commercial and Industrial - Commercial and industrial loans are primarily made based on the reported cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The collateral support provided by the borrower for most of these loans and the probability of repayment are based on the liquidation of the pledged collateral and enforcement of a personal guarantee, if any exists. The primary repayment risks of commercial and industrial loans are that the cash flows of the borrower may be unpredictable, and the collateral securing these loans may fluctuate in value. The size of the loans the Company can offer to commercial customers is less than the size of the loans that competitors with larger lending limits can offer. This may limit the Company’s ability to establish relationships with the largest businesses in the areas in which the Company operates. As a result, the Company may assume greater lending risks than financial institutions that have a lesser concentration of such loans and tend to make loans to larger businesses. Collateral for these loans generally includes accounts receivable, inventory, equipment and real estate. However, depending on the overall financial condition of the borrower, some loans are made on an unsecured basis. The collateral securing these loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. In addition, a decline in the U.S. economy could harm or continue to harm the businesses of the Company’s commercial and industrial customers and reduce the value of the collateral securing these loans.

Commercial Real Estate - The Company offers mortgage loans to commercial and agricultural customers for the acquisition of real estate used in their businesses, such as offices, warehouses and production facilities, and to real estate investors for the acquisition of apartment buildings, retail centers, office buildings and other commercial buildings. The market value of real estate securing commercial real estate loans can fluctuate significantly in a short period of time as a result of market conditions in the geographic area in which the real estate is located. Adverse developments affecting real estate values in one or more of the Company’s markets could increase the credit risk associated with its loan portfolio. Additionally, real estate lending typically involves higher loan principal amounts than other loans, and the repayment of the loans generally is dependent, in large part, on sufficient income from the properties securing the loans to cover operating expenses and debt service. Economic events or governmental regulations outside of the Company’s control or that of the borrower could negatively impact the future cash flow and market values of the affected properties.

Residential Real Estate - The Company generally retains short-term residential mortgage loans that are originated for its own portfolio but sells most long-term loans to other parties while retaining servicing rights on the majority of those loans. The market value of real estate securing residential real estate loans can fluctuate as a result of market conditions in the geographic area in which the real estate is located. Adverse developments affecting real estate values in one or more of the Company’s markets could increase the credit risk associated with its loan portfolio. Additionally, real estate lending typically involves higher loan principal amounts than other loans, and the repayment of the loans generally is dependent, in large part, on the borrower’s continuing financial stability, and is therefore more likely to be affected by adverse personal circumstances.

Consumer - Consumer loans typically have shorter terms, lower balances, higher yields and higher risks of default than real estate-related loans. Consumer loan collections are dependent on the borrower’s continuing financial stability, and are therefore more likely to be affected by adverse personal circumstances. Collateral for these loans generally includes automobiles, boats, recreational vehicles, mobile homes, and real estate. However, depending on the overall financial condition of the borrower, some loans are made on an unsecured basis. The collateral securing these loans may depreciate over time, may be difficult to recover and may fluctuate in value based on condition. In addition, a decline in the United States economy could result in reduced employment, impacting the ability of customers to repay their obligations.

Purchased loans: Purchased loans acquired in a business combination are recorded and initially measured at their estimated fair value as of the acquisition date. Credit discounts are included in the determination of fair value. An ALLL is not carried over. These purchased loans are segregated into two types: PCI loans and purchased non-credit impaired loans.

Purchased non-credit impaired loans are accounted for in accordance with ASC 310-20 “Nonrefundable Fees and Other Costs” as these loans do not have evidence of significant credit deterioration since origination and it is probable all contractually required payments will be received from the borrower.

64


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PCI loans are accounted for in accordance with ASC 310-30 “Loans and Debt Securities Acquired with Deteriorated Credit Quality” as they display significant credit deterioration since origination and it is probable, as of the acquisition date, that the Company will be unable to collect all contractually required payments from the borrower.
For purchased non-credit impaired loans, the accretable discount is the discount applied to the expected cash flows of the portfolio to account for the differences between the interest rates at acquisition and rates currently expected on similar portfolios in the marketplace. As the accretable discount is accreted to interest income over the expected average life of the portfolio, the result will be interest income on loans at the estimated current market rate. We record a provision for the acquired portfolio as the loans acquired renew and the discount is accreted.

For PCI loans the difference between contractually required payments at acquisition and the cash flows expected to be collected is referred to as the non-accretable difference. Further, any excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable yield and is recognized into interest income over the expected remaining life of the loan if the timing and amount of the future cash flows are reasonably estimable.

TDR: TDRs exist when the Company, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession (either imposed by court order, law, or agreement between the borrower and the Company) to the borrower that it would not otherwise consider. The Company attempts to maximize its recovery of the balances of the loans through these various concessionary restructurings. All loans deemed TDR are considered impaired.

The following factors are potential indicators that a concession has been granted (one or multiple items may be present):
The borrower receives a reduction of the stated interest rate for the remaining original life of the debt.
The borrower receives an extension of the maturity date or dates at a stated interest rate lower that the current market interest rate for new debt with similar risk characteristics.
The borrower receives a reduction of the face amount or maturity amount of the debt as stated in the instrument or other agreement.
The borrower receives a deferral of required payments (principal and/or interest).
The borrower receives a reduction of the accrued interest.

Loans held for sale: Loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or estimated fair value, as determined by aggregate outstanding commitments from investors or current investor yield requirements. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income.

Mortgage loans held for sale are generally sold with the mortgage servicing rights retained. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price plus the value of servicing rights, less the carrying value of the related mortgage loans sold.

Allowance for loan losses: The allowance for loan losses is established through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is evaluated on a quarterly basis by management and consists of collective evaluation and specific evaluation components.
Loans Reviewed Collectively for Impairment - All loans not evaluated individually for impairment will be separated into homogeneous pools to be collectively evaluated. Loans are segmented by loan types (i.e. commercial, agricultural, consumer, etc.). Homogeneous loans past due 60-89 days and 90 days or more are classified special mention/watch and substandard, respectively, for allocation purposes.

The Company's historical loss experience for each loan type is calculated using the fiscal quarter-end data for the most recent 20 quarters. Management then considers the effects of qualitative factors to ensure our allowance reflects the inherent losses in the loan portfolio. Qualitative factors include, but are not limited to:
Changes in national and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments.
Changes in the quality and experience of lending staff and management.
Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses.
Changes in the volume and severity of past due loans, classified loans and non-performing loans.
The existence and potential impact of any concentrations of credit.

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MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in the nature and terms of loans such as growth rates and utilization rates.
Changes in the value of underlying collateral for collateral-dependent loans.
The effect of other external factors such as the legal and regulatory environment.

The Company may also consider other qualitative factors for additional ALLL allocations, including changes in the Company’s loan review process. In addition to the qualitative factors identified above, the Bank applies a qualitative adjustment to each watch and substandard risk-rated portfolio segment.

Loans Individually Evaluated for Impairment—This measure of estimated credit losses begins if, based upon current information and events, we believe it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement or when a loan has been modified in a troubled debt restructuring. When a loan has been identified as impaired, the amount of impairment will be measured using discounted cash flows, except when it is determined that the remaining source of repayment for the loan is the operation or liquidation of the underlying collateral. In these cases, the current fair value of the collateral, reduced by costs to sell, will be used in place of discounted cash flows. Predominantly, the Company uses the fair value of collateral approach based upon a reliable valuation. When the measurement of the impaired loan is less than the recorded amount of the loan, an impairment is recognized by recording a charge-off to the allowance or by designating a specific reserve.

Large groups of smaller-balance loans (with individual balances less than $100,000) are not individually evaluated for impairment, but are collectively evaluated under ASC 450.

Transfers of financial assets: Revenue from the origination and sale of loans in the secondary market is recognized upon the transfer of financial assets and accounted for as sales when control over the assets has been surrendered. The Company also sells participation interests in some large loans originated to non-affiliated entities. Control over transferred assets is deemed to be surrendered when: (1) the assets have been isolated from the Company; (2) the transferee has the right to pledge or exchange the assets it received and no condition both constrains the transferee from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the transferor; and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.

Credit-related financial instruments: In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under credit card arrangements, commitments to sell loans, commercial letters of credit and standby letters of credit. Such financial instruments are recorded when they are funded.

Derivatives and hedging instruments: As part of its asset and liability management strategy, the Company uses derivative financial instruments to mitigate exposure to interest rate risks. The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

In accordance with the FASB’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.


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MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Premises and equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. The estimated useful lives and primary method of depreciation for the principal items are as follows:
 
Years
 
 
Type of Assets
Minimum
 
Maximum
 
Depreciation Method
 
 
 
 
 
 
Buildings and leasehold improvements
10
-
39
 
Straight-line
Furniture and equipment
3
-
10
 
Straight-line

Charges for maintenance and repairs are expensed as incurred. When assets are retired or disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded.

Foreclosed assets, net: Real estate properties and other assets acquired through or in lieu of foreclosure are initially recorded at fair value less estimated selling cost at the date of foreclosure, establishing a new cost basis. Fair value is determined by management by obtaining appraisals or other market value information at least annually. Any write-downs in value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, valuations are periodically performed by management by obtaining updated appraisals or other market value information. Any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to the updated fair value less estimated selling cost. Net costs related to the holding of properties are included in noninterest expense.

Goodwill and other intangibles: Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for as acquisitions. Under ASC Topic 350, goodwill of a reporting unit is tested for impairment on an annual basis, or between annual tests if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying amount. The Company's annual assessment is done at the reporting unit level. The Company did not recognize impairment losses during the year ended December 31, 2019. Any future impairment will be recorded as noninterest expense in the period of assessment. Certain other intangible assets that have finite lives are amortized on an accelerated basis over the estimated life of the assets. Such assets are evaluated for impairment if events and circumstances indicate a possible impairment.

Federal Home Loan Bank Stock: The Bank is a member of the FHLB of Des Moines as well as the FHLB of Chicago, and ownership of FHLB stock is a requirement for such membership. The amount of FHLB stock the Bank is required to hold is directly related to the amount of FHLB advances borrowed. This security is carried at cost and evaluated for potential impairment each quarter. Redemption of this investment is at the option of the FHLB.

Mortgage servicing rights: Mortgage servicing rights are recorded at fair value based on assumptions through a third-party valuation service. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the servicing cost per loan, the discount rate, the escrow float rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses.

Bank-owned life insurance: BOLI represents life insurance policies on the lives of certain Company officers and directors or former officers and directors for which the Company is the beneficiary. Bank-owned life insurance is carried at cash surrender value, net of surrender and other charges, with increases/decreases reflected as noninterest income/expense in the consolidated statements of income.

Employee benefit plans: Deferred benefits under a salary continuation plan are charged to expense during the period in which the participating employees attain full eligibility.

Stock-based compensation: Compensation expense for share based awards is recorded over the vesting period at the fair value of the award at the time of grant. The exercise price of options or fair value of nonvested shares granted under the Company’s incentive plans is equal to the fair market value of the underlying stock at the grant date. The Company assumes no projected forfeitures on its stock based compensation, since actual historical forfeiture rates on its stock-based incentive awards have been negligible.

Income taxes: The Company and/or its subsidiaries file tax returns in all states and local taxing jurisdictions which impose corporate income, franchise or other taxes where it operates. The methods of filing and the methods for calculating taxable and apportionable income vary depending upon the laws of the taxing jurisdiction. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply

67


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date of such change. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

In accordance with ASC 740, Income Taxes, the Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized upon examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act introduced tax reform that reduced the corporate federal income tax rate from 35% to 21%, among other changes. While the corporate tax rate reduction was effective January 1, 2018, GAAP required a revaluation of the Company’s net deferred tax asset. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are adjusted through income tax expense as changes in tax laws are enacted. On February 14, 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments of this ASU allowed a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. See Note 13. Income Taxes for more information.

There were no material unrecognized tax benefits or any interest or penalties on any unrecognized tax benefits as of December 31, 2019 and 2018.

Common stock: On July 21, 2016, the board of directors of the Company approved a share repurchase program, which allowed for the repurchase of up to $5.0 million of stock through December 31, 2018. Pursuant to the program, the Company could continue to repurchase shares from time to time in the open market, and the method, timing and amounts of repurchase were solely in the discretion of the Company's management. The repurchase program did not require the Company to acquire a specific number of shares. Therefore, the amount of shares repurchased pursuant to the program depended on several factors, including market conditions, capital and liquidity requirements, and alternative uses for cash available. The Company repurchased no common stock under this plan in 2017. In 2018, 33,998 shares of common stock for approximately $1.1 million were purchased under this plan.

On March 17, 2017, the Company entered into an underwriting agreement to offer and sell, through an underwriter, up to 750,000 newly issued shares of the Company’s common stock at a public purchase price of $34.25 per share. This included 250,000 shares of the Company’s common stock granted as a 30-day option to purchase to cover over-allotments, if any. On April 6, 2017, the underwriter purchased the full amount of its over-allotment option of 250,000 shares.

On October 16, 2018, the Board of Directors of the Company approved a new share repurchase program, allowing for the repurchase of up to $5.0 million of common stock through December 31, 2020. The new repurchase program replaced the Company's prior repurchase program. The Company repurchased 42,130 shares of common stock under this plan in 2018, at a cost of $1.0 million. During 2019, the Company repurchased 166,729 shares of common stock under this plan at a cost of $4.7 million.

On August 20, 2019, the Board of Directors of the Company approved a new share repurchase program, allowing for the repurchase of up to $10.0 million of common stock through December 31, 2021. The new repurchase program replaced the Company’s prior repurchase program. During 2019, the Company repurchased 34,157 shares of common stock under this plan at a cost of $1.0 million, leaving $9.0 million of common stock available for possible future repurchases as of December 31, 2019.

Comprehensive income: Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of shareholders’ equity on the consolidated balance sheets, and are disclosed in the consolidated statements of comprehensive income.


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MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The components of accumulated other comprehensive loss included in shareholders’ equity were as follows:
 
 
Year Ended December 31,
 
 
2019
 
2018
 
2017
 
 
(in thousands)
Unrealized gains (losses) on securities available for sale
 
$
5,916

 
$
(7,660
)
 
$
(3,530
)
Less: Tax effect
 
1,544

 
(1,999
)
 
(928
)
Accumulated other comprehensive gain (loss), net of tax
 
$
4,372

 
$
(5,661
)
 
$
(2,602
)

Effect of New Financial Accounting Standards
Accounting Guidance Adopted in 2019
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in this update is meant to increase transparency and comparability among organizations by recognizing ROU assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. All leases create an asset and a liability for the lessee in accordance with FASB Concepts Statement No. 6, Elements of Financial Statements, and, therefore, recognition of those lease assets and lease liabilities represents an improvement over previous GAAP, which did not require lease assets and lease liabilities to be recognized for most leases. Disclosures are required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. To meet that objective, qualitative disclosures along with specific quantitative disclosures are required. The Company adopted this update on January 1, 2019, utilizing the cumulative effect approach, and also elected certain relief options offered in ASU 2016-02 including the package of practical expedients, the option not to separate lease and non-lease components and instead to account for them as a single lease component, and the option not to recognize ROU assets and lease liabilities that arise from short-term leases (i.e., leases with terms of twelve months or less). The Company elected the hindsight practical expedient, which allows entities to use hindsight when determining lease term and impairment of ROU assets. The Company has several lease agreements, such as branch locations, which are considered operating leases, and are now recognized on the Company’s consolidated balance sheets. The new guidance requires these lease agreements to be recognized on the consolidated balance sheets as a ROU asset and a corresponding lease liability. See Note 22. Leases for more information. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements.

Accounting Guidance Pending Adoption at December 31, 2019
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.  The main objective of this amendment is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.  The amendment requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to enhance their credit loss estimates.  The amendment requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio.  In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.  The current expected credit loss measurement will be used to estimate the allowance for credit losses (“ACL”) over the life of the financial assets.  The amendments in this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2019.  

The Company formed a cross functional committee to oversee the adoption of the ASU. The committee identified eleven distinct loan segments for which models have been developed.  Management monitors and assesses credit risk based on these loan segments.

The CECL modeling measurements for estimating the current expected lifetime credit losses for loans includes the following major items:
Initial forecast - using a period of one year using forward-looking economic scenarios of expected losses.
Historical loss forecast - for a period incorporating the remaining contractual life, adjusted for prepayments, and the changes in various economic variables during representative historical and recessionary periods.
Reversion period - using one and a half years, which links the initial loss forecast to the historical loss forecast based on economic conditions at the measurement date.
Discounted cash flows (DCF) calculation - using the items above to estimate the lifetime credit losses for each portfolio and losses for loans modified as a TDR.


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MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company will adopt CECL effective January 1, 2020. During the first quarter of 2020, the Company will finalize all internal processes related to the adoption of CECL. At that time, the cross functional committee will be disbanded, along with the current Allowance for Loan Losses Committee, and will be replaced with an Allowance for Credit Losses Committee that will provide oversight for the entire CECL model and allowance process.  

Upon finalization of internal processes, the Company will recognize a one-time cumulative effect adjustment increasing the allowance for credit losses. We expect an initial increase to the allowance for credit losses, including the allowance for unfunded commitments, in the range of 20-30% above existing levels. The initial increase to the allowance for credit losses is expected to be substantially attributable to the acquired loan portfolio and the allowance for unfunded commitments. The ultimate impact to the Company’s financial condition and results of operations of the ASU, at both adoption and each subsequent reporting period, is highly dependent on credit quality, macroeconomic forecasts and conditions, the composition of our loans and available-for-sale securities portfolio, along with other management judgments.
 
The Company does not expect a material allowance for credit losses to be recorded on its available-for-sale debt securities under the newly codified available-for-sale debt security impairment model, as a large portion of these securities are government agency-backed securities for which the risk of loss is minimal. Utilizing a risk-based approach that incorporates credit ratings, observed credit spreads and in certain cases issuer-specific financial analysis, the Bank performs a quarterly assessment of non-agency backed securities.  Our assessment based on this analysis is that the risk of loss on non-agency backed securities is also minimal.
 
In December 2018, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC approved a final rule to address changes to credit loss accounting under GAAP, including banking organizations’ implementation of CECL.  The final rule provides banking organizations the option to phase in over a three-year period the day-one adverse effects on regulatory capital that may result from the adoption of the new accounting standard.  The Company is planning on adopting the capital transition relief over the permissible three-year period.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including the consideration of costs and benefits. Four disclosure requirements were removed, three were modified, and two were added. In addition, the amendments eliminate “at a minimum” from the phrase “an entity shall disclose at a minimum” to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and to clarify that materiality is an appropriate consideration of entities and their auditors when evaluating disclosure requirements. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until their effective date. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial statements.

In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments - Credit Losses (Topic 326); Targeted Transition Relief. This ASU allows entities to irrevocably elect, upon adoption of ASU 2016-13, the fair value option on financial instruments that (1) were previously recorded at amortized cost and (2) are within the scope of ASC 326-20 if the instruments are eligible for the fair value option under ASC 825-10. The fair value option election does not apply to held to maturity debt securities. Entities are required to make this election on an instrument-by-instrument basis. ASU 2019-05 has the same effective date as ASU 2016-13 (i.e., the first quarter of 2020 for the Company). The Company does not expect to elect the fair value option, and therefore, ASU 2019-05 is not expected to impact the Company’s consolidated financial statements.

Note 2.Business Combinations

On May 1, 2019, the Company acquired 100% of the equity of ATBancorp through a merger and acquired its wholly-owned banking subsidiaries ATSB and ABTW. The primary reasons for the acquisition were to expand the Company’s operations into new markets and grow the size of the Company’s business. At the effective time of the merger, each share of common stock of ATBancorp converted into (1) 117.55 shares of common stock of the Company, and (2) $992.51 in cash. On April 30, 2019, the last trading date before the closing, the Company’s common stock closed at $28.18, which resulted in stock consideration valued at $113.7 million net of a liquidity discount of $2.4 million, and total consideration paid by the Company of $148.4 million.

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MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible, were recorded at their fair values as of the May 1, 2019 acquisition date net of any applicable tax effects. The Company considers all purchase accounting estimates provisional and fair values are subject to refinement for up to one year after the close date.

The excess of the consideration paid over the fair value of the net assets acquired is recorded as goodwill. This goodwill is not deductible for tax purposes.

The table below summarizes the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed:
 
 
May 1, 2019
Merger consideration
 
(in thousands)
Share consideration
 
$
113,677

 
 
Cash consideration
 
34,766

 
 
Total merger consideration
 
 
 
$
148,443

Identifiable net assets acquired, at fair value
 
 
 
 
Assets acquired
 
 
 
 
Cash and cash equivalents
 
$
82,081

 
 
Debt securities available for sale
 
99,056

 
 
Loans
 
1,138,928

 
 
Premises and equipment
 
18,327

 
 
Other intangible assets
 
28,349

 
 
Foreclosed assets
 
3,091

 
 
Other assets
 
42,648

 
 
Total assets acquired
 
 
 
1,412,480

Liabilities assumed
 
 
 
 
Deposits
 
$
1,089,355

 
 
Short-term borrowings
 
100,761

 
 
Long-term debt
 
71,234

 
 
Other liabilities
 
29,951

 
 
Total liabilities assumed
 
 
 
1,291,301

Fair value of net assets acquired
 
 
 
121,179

Goodwill
 
 
 
$
27,264


Premises and equipment acquired with a fair value of $18.3 million included 17 branch locations. The fair value was determined with the assistance of a third party valuation consultant. The fair value write-ups will be recognized in depreciation expense over the estimated useful lives of the assets.

The Company recorded a core deposit intangible totaling $23.5 million, which is the portion of the merger purchase price that represents the value assigned to the existing deposit base. The core deposit intangible has a finite life and is amortized using an accelerated method over the estimated useful life of the deposits (estimated to be 8 years). In addition, the Company recorded a trust customer intangible totaling $4.8 million, which is the portion of the merger purchase price that represents the value assigned to the existing trust customer list. The trust customer intangible has a finite life and is amortized using an accelerated method over the estimated useful life of the intangible (estimated to be 6 years). See Note 7. Goodwill and Other Intangible Assets for further discussion of the accounting for goodwill and other intangible assets.

Short-term borrowings assumed with a fair value of $100.8 million included federal funds purchased of $9.4 million, securities sold under agreement to repurchase of $51.4 million, and $40.0 million of FHLB overnight advances. Long-term debt assumed

71


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

with a fair value of $71.2 million included $42.7 million of FHLB term advances, $17.6 million of junior subordinated notes issued to capital trusts, and $10.9 million of subordinated debentures. See Note 12. Long-Term Debt for further discussion.

The operating results of the Company reported herein include the operating results produced by the acquired assets and assumed liabilities for the period May 1, 2019 to December 31, 2019. Disclosure of the amount of ATBancorp’s revenue and net income (excluding integration costs) included in the Company’s consolidated statements of income is impracticable due to the integration of the operations and accounting for this acquisition.

For illustrative purposes only, the following table presents certain unaudited pro forma financial information for the periods indicated. This unaudited estimated pro forma financial information was calculated as if ATBancorp had been acquired as of January 1, 2018. This unaudited pro forma information combines the historical results of ATBancorp with the Company’s consolidated historical results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the respective periods. The pro forma information is not indicative of what would have occurred had the acquisition occurred as of the beginning of the year prior to the acquisition. The unaudited pro forma information does not consider any changes to the provision for loan losses resulting from recording loan assets at fair value. Additionally, the Company expects to achieve cost savings and other business synergies as a result of the acquisition, which are not reflected in the pro forma amounts that follow. As a result, actual amounts would have differed from the unaudited pro forma information presented.
 
Years Ended
 
December 31,
 
2019
 
2018
 
(in thousands, except per share)
Total revenues (net interest income plus noninterest income)
$
185,102

 
$
190,895

Net income
$
45,871

 
$
42,751

Earnings per share - basic
$
2.84

 
$
2.62

Earnings per share - diluted
$
2.84

 
$
2.61


The following table summarizes ATBancorp acquisition-related expenses for the periods indicated:
 
Years Ended
 
December 31,
 
2019
 
2018
Noninterest Expense
(in thousands)
Compensation and employee benefits
$
5,435

 
$

Occupancy expense of premises, net
483

 
2

Legal and professional
2,762

 
680

Data processing
90

 
100

Other
360

 
15

Total ATBancorp acquisition-related expenses
$
9,130

 
$
797


Included in legal and professional above were transaction costs of $1.9 million and $0.6 million for the years ended December 31, 2019 and 2018, respectively.

72


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3.Debt Securities

The amortized cost and fair value of investment debt securities AFS, with gross unrealized gains and losses, were as follows:
 
 
 
Gross
 
Gross
 
 
 
Amortized
 
Unrealized
 
Unrealized
 
 
 
Cost
 
Gains
 
Losses
 
Fair Value
 
(in thousands)
December 31, 2019
 
 
 
 
 
 
 
U.S. Government agencies and corporations
$
439

 
$
2

 
$

 
$
441

State and political subdivisions
253,750

 
3,803

 
348

 
257,205

Mortgage-backed securities
43,009

 
536

 
15

 
43,530

Collateralized mortgage obligations
293,911

 
1,000

 
1,965

 
292,946

Corporate debt securities
188,952

 
3,018

 
115

 
191,855

Total debt securities
$
780,061

 
$
8,359

 
$
2,443

 
$
785,977

 
 
 
 
 
 
 
 
December 31, 2018
 
 
 
 
 
 
 
U.S. Government agencies and corporations
$
5,522

 
$

 
$
27

 
$
5,495

State and political subdivisions
121,403

 
877

 
379

 
121,901

Mortgage-backed securities
51,625

 
100

 
1,072

 
50,653

Collateralized mortgage obligations
176,134

 
220

 
6,426

 
169,928

Corporate debt securities
67,077

 
64

 
1,017

 
66,124

Total debt securities
$
421,761

 
$
1,261

 
$
8,921

 
$
414,101



The amortized cost and fair value of investment debt securities HTM, with gross unrealized gains and losses, were as follows:
 
 
 
Gross
 
Gross
 
 
 
Amortized
 
Unrealized
 
Unrealized
 
 
 
Cost
 
Gains
 
Losses
 
Fair Value
 
(in thousands)
December 31, 2018
 
 
 
 
 
 
 
State and political subdivisions
$
131,177

 
$
314

 
$
2,437

 
$
129,054

Mortgage-backed securities
11,016

 
1

 
331

 
10,686

Collateralized mortgage obligations
18,527

 

 
669

 
17,858

Corporate debt securities
35,102

 
331

 
467

 
34,966

Total debt securities
$
195,822

 
$
646

 
$
3,904

 
$
192,564



During the quarter ended December 31, 2019, the Company transferred all of its investment securities classified as held to maturity to available for sale. Based on the changes in the current rate environment, management made this change in an effort to manage more effectively the investment portfolio, including the potential sale in the future of securities that were formerly classified as held to maturity. The amortized cost of the securities that were transferred totaled $186.4 million, and the pre-tax net unrealized gain related to these securities totaled $2.8 million on the date of the transfer. As a result of the transfer, the Company believes its held to maturity classification process has been compromised, and careful evaluation and analysis will be required going forward in determining when circumstances are suitable for management to assert with a great degree of credibility that it has the intent and ability to hold investments to maturity.

Investment securities with a carrying value of $264.8 million and $197.2 million at December 31, 2019 and 2018, respectively, were pledged on public deposits, securities sold under agreements to repurchase and for other purposes, as required or permitted by law.

Certain debt securities AFS and HTM were temporarily impaired as of December 31, 2019 and December 31, 2018. This temporary impairment represents the estimated amount of loss that would be realized if the securities were sold on the valuation date.

73


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables present information pertaining to debt securities with gross unrealized losses as of December 31, 2019 and 2018, aggregated by investment category and length of time that individual securities have been in a continuous loss position. There were no held to maturity securities as of December 31, 2019.
 
 
 
As of December 31, 2019
Number
of
Securities
 
Less than 12 Months
 
12 Months or More
 
Total
Available for Sale
 
Fair Value
 
Unrealized
Losses 
 
Fair Value
 
Unrealized
Losses 
 
Fair Value
 
Unrealized
Losses 
 
 (in thousands, except number of securities)
U.S. Government agencies and corporations

 
$

 
$

 
$

 
$

 
$

 
$

State and political subdivisions
47

 
27,161

 
322

 
2,112

 
26

 
29,273

 
348

Mortgage-backed securities
7

 
963

 
12

 
1,365

 
3

 
2,328

 
15

Collateralized mortgage obligations
33

 
103,395

 
719

 
65,604

 
1,246

 
168,999

 
1,965

Corporate debt securities
7

 
7,012

 
14

 
8,788

 
101

 
15,800

 
115

Total
94

 
$
138,531

 
$
1,067

 
$
77,869

 
$
1,376

 
$
216,400

 
$
2,443

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2018
 
Number
of
Securities
 
Less than 12 Months
 
12 Months or More
 
Total
 
 
Fair Value
 
Unrealized
Losses 
 
Fair Value
 
Unrealized
Losses 
 
Fair Value
 
Unrealized
Losses 
 
 (in thousands, except number of securities)
U.S. Government agencies and corporations
2

 
$

 
$

 
$
5,495

 
$
27

 
$
5,495

 
$
27

State and political subdivisions
75

 
27,508

 
121

 
12,140

 
258

 
39,648

 
379

Mortgage-backed securities
24

 
1,893

 
15

 
44,882

 
1,057

 
46,775

 
1,072

Collateralized mortgage obligations
40

 
3,906

 
75

 
134,742

 
6,351

 
138,648

 
6,426

Corporate debt securities
11

 

 

 
58,040

 
1,017

 
58,040

 
1,017

Total
152

 
$
33,307

 
$
211

 
$
255,299

 
$
8,710

 
$
288,606

 
$
8,921



 
 
 
As of December 31, 2018
 
Number
of
Securities
 
Less than 12 Months
 
12 Months or More
 
Total
Held to Maturity
 
Fair Value
 
Unrealized
Losses 
 
Fair Value
 
Unrealized
Losses 
 
Fair Value
 
Unrealized
Losses 
 
 (in thousands, except number of securities)
State and political subdivisions
223

 
$
20,905

 
$
130

 
$
56,154

 
$
2,307

 
$
77,059

 
$
2,437

Mortgage-backed securities
6

 
9,486

 
298

 
1,138

 
33

 
10,624

 
331

Collateralized mortgage obligations
8

 

 

 
17,849

 
669

 
17,849

 
669

Corporate debt securities
5

 
8,177

 
181

 
5,685

 
286

 
13,862

 
467

Total
242

 
$
38,568

 
$
609

 
$
80,826

 
$
3,295

 
$
119,394

 
$
3,904



The Company's assessment of OTTI is based on its reasonable judgment of the specific facts and circumstances impacting each individual security at the time such assessments are made. The Company reviews and considers factual information, including expected cash flows, the structure of the security, the creditworthiness of the issuer, the type of underlying assets and the current and anticipated market conditions.

At December 31, 2019, the investment portfolio included 807 securities. Of this number, 94 securities were in an unrealized loss position. The aggregate unrealized losses of these securities totaled approximately 0.31% of the total aggregate amortized cost. Of these 94 securities, 31 securities had an unrealized loss for 12 months or more. All of the debt securities in unrealized loss positions are considered acceptable credit risks. Based upon an evaluation of the available evidence, including the recent changes in market rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these debt securities are temporary. In addition, the Company lacks the intent to sell these securities and it is more likely than not that the Company will not be required to sell these debt securities before their anticipated recovery.


74


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Proceeds and gross realized gains and losses on debt securities available for sale for the years ended December 31, 2019, 2018 and 2017, were as follows:
 
Year Ended December 31,
 
2019
 
2018
 
2017
 
 (in thousands)
Proceeds from sales of debt securities available for sale
$
125,452

 
$
14,490

 
$
22,538

 
 
 
 
 
 
Gross realized gains from sales of debt securities available for sale
$
143

 
$
203

 
$
199

Gross realized losses from sales of debt securities available for sale
(56
)
 
(6
)
 
(11
)
Net realized gain from sales of debt securities available for sale
$
87

 
$
197

 
$
188



The contractual maturity distribution of investment debt securities at December 31, 2019, is shown below. Expected maturities of MBS and CMO may differ from contractual maturities because the mortgages underlying the securities may be called or prepaid without any penalties. Therefore, these securities are not included in the maturity categories in the following summary.
 
Available For Sale
 
Amortized
Cost
 
Fair Value
 
(in thousands)
Due in one year or less
$
22,635

 
$
22,644

Due after one year through five years
170,933

 
173,172

Due after five years through ten years
194,803

 
198,926

Due after ten years
54,770

 
54,759

 
$
443,141

 
$
449,501

Mortgage-backed securities
43,009

 
43,530

Collateralized mortgage obligations
293,911

 
292,946

Total
$
780,061

 
$
785,977




75


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4.Loans Receivable and the Allowance for Loan Losses

The composition of loans by lending classification was as follows:
 
As of December 31,
 
2019
 
2018
 
(in thousands)
Agricultural
$
140,446

 
$
96,956

Commercial and industrial
835,236

 
533,188

Commercial real estate:

 

Construction & development
298,077

 
217,617

Farmland
181,885

 
88,807

Multifamily
227,407

 
134,741

Commercial real estate-other
1,107,490

 
826,163

Total commercial real estate
1,814,859

 
1,267,328

Residential real estate:
 
 
 
One- to four- family first liens
407,418

 
341,830

One- to four- family junior liens
170,381

 
120,049

Total residential real estate
577,799

 
461,879

Consumer
82,926

 
39,428

Loans held for investment, net of unearned income
$
3,451,266

 
$
2,398,779

Allowance for loan losses
$
(29,079
)
 
$
(29,307
)
Total loans held for investment, net
$
3,422,187

 
$
2,369,472



Loans with unpaid principal in the amount of $945.9 million and $444.6 million at December 31, 2019 and December 31, 2018, respectively, were pledged to the FHLB as collateral for borrowings.

The composition of allowance for loan losses and loans by portfolio segment and based on impairment method were as follows:
 
As of December 31, 2019
 
Agricultural
 
Commercial and Industrial
 
Commercial Real Estate
 
Residential Real Estate
 
Consumer
 
Total
 
(in thousands)
Loans receivable
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
4,312

 
$
12,242

 
$
16,082

 
$
838

 
$
21

 
$
33,495

Collectively evaluated for impairment
135,246

 
822,939

 
1,781,306

 
572,865

 
82,864

 
3,395,220

Purchased credit impaired loans
888

 
55

 
17,471

 
4,096

 
41

 
22,551

Total
$
140,446

 
$
835,236

 
$
1,814,859

 
$
577,799

 
$
82,926

 
$
3,451,266

Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
212

 
$
2,198

 
$
1,180

 
$
73

 
$

 
$
3,663

Collectively evaluated for impairment
3,536

 
6,194

 
11,836

 
2,152

 
448

 
24,166

Purchased credit impaired loans

 
2

 
788

 
460

 

 
1,250

Total
$
3,748

 
$
8,394

 
$
13,804

 
$
2,685

 
$
448

 
$
29,079


76


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
As of December 31, 2018
 
Agricultural
 
Commercial and Industrial
 
Commercial Real Estate
 
Residential Real Estate
 
Consumer
 
Total
 
(in thousands)
Loans receivable
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
4,090

 
$
8,957

 
$
7,957

 
$
1,760

 
$
24

 
$
22,788

Collectively evaluated for impairment
92,866

 
524,182

 
1,246,589

 
455,941

 
39,404

 
2,358,982

Purchased credit impaired loans

 
49

 
12,782

 
4,178

 

 
17,009

Total
$
96,956

 
$
533,188

 
$
1,267,328

 
$
461,879

 
$
39,428

 
$
2,398,779

Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
322

 
$
2,159

 
$
2,683

 
$
120

 
$

 
$
5,284

Collectively evaluated for impairment
3,315

 
5,318

 
12,232

 
1,753

 
208

 
22,826

Purchased credit impaired loans

 
1

 
720

 
476

 

 
1,197

Total
$
3,637

 
$
7,478

 
$
15,635

 
$
2,349

 
$
208

 
$
29,307


The changes in the ALLL by portfolio segment were as follows:
 
Allowance for Loan Loss Activity
 
For the Years Ended December 31, 2019, 2018, and 2017
 
Agricultural
 
Commercial and Industrial
 
Commercial Real Estate
 
Residential Real Estate
 
Consumer
 
Total
 
(in thousands)
2019
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
3,637

 
$
7,478

 
$
15,635

 
$
2,349

 
$
208

 
$
29,307

Charge-offs
(1,130
)
 
(4,774
)
 
(1,537
)
 
(229
)
 
(720
)
 
(8,390
)
Recoveries
32

 
195

 
311

 
105

 
361

 
1,004

Provision (negative provision)
1,209

 
5,495

 
(605
)
 
460

 
599

 
7,158

Ending balance
$
3,748

 
$
8,394

 
$
13,804

 
$
2,685

 
$
448

 
$
29,079

2018
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
2,790

 
$
8,518

 
$
13,637

 
$
2,870

 
$
244

 
$
28,059

Charge-offs
(656
)
 
(2,752
)
 
(2,901
)
 
(113
)
 
(618
)
 
(7,040
)
Recoveries
67

 
291

 
290

 
288

 
52

 
988

Provision (negative provision)
1,436

 
1,421

 
4,609

 
(696
)
 
530

 
7,300

Ending balance
$
3,637

 
$
7,478

 
$
15,635

 
$
2,349

 
$
208

 
$
29,307

2017
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
2,003

 
$
6,274

 
$
9,860

 
$
3,458

 
$
255

 
$
21,850

Charge-offs
(1,202
)
 
(2,338
)
 
(7,931
)
 
(305
)
 
(257
)
 
(12,033
)
Recoveries
187

 
232

 
291

 
180

 
18

 
908

Provision (negative provision)
1,802

 
4,350

 
11,417

 
(463
)
 
228

 
17,334

Ending balance
$
2,790

 
$
8,518

 
$
13,637

 
$
2,870

 
$
244

 
$
28,059




77


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TDRs totaled $11.0 million and $5.3 million as of December 31, 2019 and 2018, respectively. The following table sets forth information on the Company's TDRs by class of financing receivable occurring during the stated periods. TDRs may include multiple concessions, and the disclosure classifications in the table are based on the primary concession provided to the borrower.
 
2019
 
2018
 
2017
 
Number of Contracts
 
Pre-Modification Outstanding Recorded Investment
 
Post-Modification Outstanding Recorded Investment
 
Number of Contracts
 
Pre-Modification Outstanding Recorded Investment
 
Post-Modification Outstanding Recorded Investment
 
Number of Contracts
 
Pre-Modification Outstanding Recorded Investment
 
Post-Modification Outstanding Recorded Investment
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Troubled Debt Restructurings(1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agricultural
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extended maturity date
7
 
$
341

 
$
341

 
0
 
$

 
$

 
0
 
$

 
$

Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extended maturity date
3
 
6,309

 
6,309

 
0
 

 

 
6
 
2,037

 
2,083

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Farmland
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extended maturity date
1
 
158

 
158

 
1
 
86

 
86

 
2
 
176

 
176

Commercial real estate-other
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extended maturity date
0
 

 

 
0
 

 

 
2
 
4,276

 
4,276

Other
0
 

 

 
0
 

 

 
1
 
10,546

 
10,923

Residential real estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One- to four- family first liens
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extended maturity date
4
 
294

 
293

 
1
 
39

 
46

 
0
 

 

One- to four- family junior liens
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extended maturity date
6
 
168

 
168

 
0
 

 

 
0
 

 

Total
21
 
$
7,270

 
$
7,269

 
2
 
$
125

 
$
132

 
11
 
$
17,035

 
$
17,458

(1) TDRs may include multiple concessions, and the disclosure classifications are based on the primary concession provided to the borrower.
Loans by class of financing receivable modified as TDRs within the previous 12 months and for which there was a payment default during the stated periods were:
 
2019
 
2018
 
2017
 
Number of Contracts
 
Recorded Investment
 
Number of Contracts
 
Recorded Investment
 
Number of Contracts
 
Recorded Investment
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
TDRs(1) That Subsequently Defaulted:
 
 
 
 
 
 
 
 
 
 
 
Agricultural
 
 
 
 
 
 
 
 
 
 
 
Extended maturity date
6
 
$
315

 
0
 
$

 
0
 
$

Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
Extended maturity date
0
 

 
0
 

 
4
 
1,504

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Farmland
 
 
 
 
 
 
 
 
 
 
 
Extended maturity date
1
 
158

 
0
 

 
0
 

Commercial real estate-other
 
 
 
 
 
 
 
 
 
 
 
Extended maturity date
0
 

 
1
 
46

 
1
 
968

Residential real estate:
 
 
 
 
 
 
 
 
 
 
 
One- to four- family first liens
 
 
 
 
 
 
 
 
 
 
 
Extended maturity date
3
 
239

 
0
 

 
0
 

One- to four- family junior liens
 
 
 
 
 
 
 
 
 
 
 
Extended maturity date
2
 
30

 
0
 

 
0
 

Total
12
 
$
742

 
1
 
$
46

 
5
 
$
2,472


(1) TDRs may include multiple concessions, and the disclosure classifications are based on the primary concession provided to the borrower.



78


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the risk category of loans by class of loans and credit quality indicator based on the most recent analysis performed, as of December 31, 2019 and 2018:
 
Pass
 
Special Mention/Watch
 
Substandard
 
Doubtful
 
Loss
 
Total
 
(in thousands)
2019
 
 
 
 
 
 
 
 
 
 
 
Agricultural
$
117,374

 
$
13,292

 
$
9,780

 
$

 
$

 
$
140,446

Commercial and industrial
794,526

 
19,038

 
21,635

 
1

 
36

 
835,236

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Construction & development
283,921

 
11,423

 
2,733

 

 

 
298,077

Farmland
141,107

 
21,307

 
19,471

 

 

 
181,885

Multifamily
226,124

 
90

 
1,193

 

 

 
227,407

Commercial real estate-other
1,036,418

 
50,691

 
20,381

 

 

 
1,107,490

Total commercial real estate
1,687,570

 
83,511

 
43,778

 

 

 
1,814,859

Residential real estate:
 
 
 
 
 
 
 
 
 
 
 
One- to four- family first liens
396,175

 
4,547

 
6,532

 
164

 

 
407,418

One- to four- family junior liens
168,229

 
1,282

 
870

 

 

 
170,381

Total residential real estate
564,404

 
5,829

 
7,402

 
164

 

 
577,799

Consumer
82,650

 
39

 
218

 
19

 

 
82,926

Total
$
3,246,524

 
$
121,709

 
$
82,813

 
$
184

 
$
36

 
$
3,451,266

2018
 
 
 
 
 
 
 
 
 
 
 
Agricultural
$
74,126

 
$
12,960

 
$
9,870

 
$

 
$

 
$
96,956

Commercial and industrial
499,042

 
13,583

 
20,559

 
4

 

 
533,188

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Construction & development
215,625

 
1,069

 
923

 

 

 
217,617

Farmland
72,924

 
4,818

 
11,065

 

 

 
88,807

Multifamily
133,310

 
1,431

 

 

 

 
134,741

Commercial real estate-other
766,702

 
38,275

 
21,186

 

 

 
826,163

Total commercial real estate
1,188,561

 
45,593

 
33,174

 

 

 
1,267,328

Residential real estate:
 
 
 
 
 
 
 
 
 
 
 
One- to four- family first liens
335,233

 
2,080

 
4,256

 
261

 

 
341,830

One- to four- family junior liens
118,146

 
426

 
1,477

 

 

 
120,049

Total residential real estate
453,379

 
2,506

 
5,733

 
261

 

 
461,879

Consumer
39,357

 
22

 
24

 
25

 

 
39,428

Total
$
2,254,465

 
$
74,664

 
$
69,360

 
$
290

 
$

 
$
2,398,779



Included within the special mention, substandard, and doubtful categories at December 31, 2019 and 2018 were purchased credit impaired loans totaling $12.1 million and $8.9 million, respectively.

Special Mention/Watch - A special mention/watch asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Special mention/watch assets are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.

Substandard - Substandard loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.


79


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Loss - Loans classified as loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be effected in the future.

The following table presents loans individually evaluated for impairment, excluding purchased credit impaired loans, by class of loan, as of December 31, 2019 and 2018:
 
As of December 31,
 
2019
 
2018
 
Recorded Investment
 
Unpaid Principal Balance
 
Related Allowance
 
Recorded Investment
 
Unpaid Principal Balance
 
Related Allowance
 
(in thousands)
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Agricultural
$
2,383

 
$
2,913

 
$

 
$
1,999

 
$
2,511

 
$

Commercial and industrial
7,391

 
10,875

 

 
2,761

 
2,977

 

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Construction & development
1,181

 
1,218

 

 
84

 
84

 

Farmland
4,306

 
4,331

 

 
110

 
110

 

Multifamily

 

 

 

 

 

Commercial real estate-other
5,709

 
5,854

 

 
1,533

 
2,046

 

Total commercial real estate
11,196

 
11,403

 

 
1,727

 
2,240

 

Residential real estate:
 
 
 
 
 
 
 
 
 
 
 
One- to four- family first liens
577

 
578

 

 
617

 
644

 

One- to four- family junior liens

 

 

 
292

 
293

 

Total residential real estate
577

 
578

 

 
909

 
937

 

Consumer
21

 
21

 

 
24

 
24

 

Total
$
21,568

 
$
25,790

 
$

 
$
7,420

 
$
8,689

 
$

With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Agricultural
$
1,929

 
$
1,930

 
$
212

 
$
2,091

 
$
2,097

 
$
322

Commercial and industrial
4,851

 
5,417

 
2,198

 
6,196

 
8,550

 
2,159

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Construction & development
135

 
135

 
135

 

 

 

Farmland
1,109

 
1,148

 
347

 
2,123

 
2,123

 
662

Multifamily

 

 

 

 

 

Commercial real estate-other
3,642

 
4,229

 
698

 
4,107

 
4,365

 
2,021

Total commercial real estate
4,886

 
5,512

 
1,180

 
6,230

 
6,488

 
2,683

Residential real estate:
 
 
 
 
 
 
 
 
 
 
 
One- to four- family first liens
261

 
262

 
73

 
851

 
851

 
120

One- to four- family junior liens

 

 

 

 

 

Total residential real estate
261

 
262

 
73

 
851

 
851

 
120

Consumer

 

 

 

 

 

Total
$
11,927

 
$
13,121

 
$
3,663

 
$
15,368

 
$
17,986

 
$
5,284

Total:
 
 
 
 
 
 
 
 
 
 
 
Agricultural
$
4,312

 
$
4,843

 
$
212

 
$
4,090

 
$
4,608

 
$
322

Commercial and industrial
12,242

 
16,292

 
2,198

 
8,957

 
11,527

 
2,159

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Construction & development
1,316

 
1,353

 
135

 
84

 
84

 

Farmland
5,415

 
5,479

 
347

 
2,233

 
2,233

 
662

Multifamily

 

 

 

 

 

Commercial real estate-other
9,351

 
10,083

 
698

 
5,640

 
6,411

 
2,021

Total commercial real estate
16,082

 
16,915

 
1,180

 
7,957

 
8,728

 
2,683

Residential real estate:
 
 
 
 
 
 
 
 
 
 
 
One- to four- family first liens
838

 
840

 
73

 
1,468

 
1,495

 
120

One- to four- family junior liens

 

 

 
292

 
293

 

Total residential real estate
838

 
840

 
73

 
1,760

 
1,788

 
120

Consumer
21

 
21

 

 
24

 
24

 

Total
$
33,495

 
$
38,911

 
$
3,663

 
$
22,788

 
$
26,675

 
$
5,284



80


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the average recorded investment and interest income recognized for loans individually evaluated for impairment, excluding purchased credit impaired loans, by class of loan, during the stated periods:
 
For the Year Ended December 31,
 
2019
 
2018
 
2017
 
Average Recorded Investment
 
Interest Income Recognized
 
Average Recorded Investment
 
Interest Income Recognized
 
Average Recorded Investment
 
Interest Income Recognized
 
(in thousands)
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Agricultural
$
2,388

 
$
43

 
$
1,608

 
$
53

 
$
1,585

 
$
66

Commercial and industrial
5,323

 

 
2,607

 
94

 
7,588

 
230

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Construction & development
244

 
37

 
84

 

 
364

 
2

Farmland
2,243

 

 
66

 

 
1,012

 
58

Multifamily

 

 

 

 

 

Commercial real estate-other
2,161

 
224

 
1,328

 
41

 
5,682

 
233

Total commercial real estate
4,648

 
261

 
1,478

 
41

 
7,058

 
293

Residential real estate:
 
 
 
 
 
 
 
 
 
 
 
One- to four- family first liens
323

 
2

 
404

 

 
2,406

 
84

One- to four- family junior liens

 

 
287

 

 
27

 
2

Total residential real estate
323

 
2

 
691

 

 
2,433

 
86

Consumer
17

 

 
5

 
1

 

 

Total
$
12,699

 
$
306

 
$
6,389

 
$
189

 
$
18,664

 
$
675

With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Agricultural
$
1,500

 
$
34

 
$
1,876

 
$
56

 
$
1,457

 
$
44

Commercial and industrial
2,186

 
136

 
4,991

 
59

 
2,189

 
103

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Construction & development
26

 
7

 

 

 

 

Farmland
684

 
5

 
1,692

 

 

 

Multifamily

 

 

 

 

 

Commercial real estate-other
1,558

 
100

 
2,146

 
190

 
4,275

 
34

Total commercial real estate
2,268

 
112

 
3,838

 
190

 
4,275

 
34

Residential real estate:
 
 
 
 
 
 
 
 
 
 
 
One- to four- family first liens
265

 
9

 
861

 
32

 
1,030

 
35

One- to four- family junior liens

 

 

 

 
267

 
5

Total residential real estate
265

 
9

 
861

 
32

 
1,297

 
40

Consumer

 

 

 

 

 

Total
$
6,219

 
$
291

 
$
11,566

 
$
337

 
$
9,218

 
$
221

Total:
 
 
 
 
 
 
 
 
 
 
 
Agricultural
$
3,888

 
$
77

 
$
3,484

 
$
109

 
$
3,042

 
$
110

Commercial and industrial
7,509

 
136

 
7,598

 
153

 
9,777

 
333

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Construction & development
270

 
44

 
84

 

 
364

 
2

Farmland
2,927

 
5

 
1,758

 

 
1,012

 
58

Multifamily

 

 

 

 

 

Commercial real estate-other
3,719

 
324

 
3,474

 
231

 
9,957

 
267

Total commercial real estate
6,916

 
373

 
5,316

 
231

 
11,333

 
327

Residential real estate:
 
 
 
 
 
 
 
 
 
 
 
One- to four- family first liens
588

 
11

 
1,265

 
32

 
3,436

 
119

One- to four- family junior liens

 

 
287

 

 
294

 
7

Total residential real estate
588

 
11

 
1,552

 
32

 
3,730

 
126

Consumer
17

 

 
5

 
1

 

 

Total
$
18,918

 
$
597

 
$
17,955

 
$
526

 
$
27,882

 
$
896




81


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the contractual aging of the loan portfolio:
 
Current
 
30 - 59 Days Past Due
 
60 - 89 Days Past Due
 
90 Days or More Past Due & Accruing
 
Non-Accrual
 
Total Loans Receivable
 
(in thousands)
December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
Agricultural
$
136,578

 
$
975

 
$

 
$

 
$
2,893

 
$
140,446

Commercial and industrial
820,923

 
782

 
255

 

 
13,276

 
835,236

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Construction & development
293,718

 
2,256

 
609

 

 
1,494

 
298,077

Farmland
171,121

 
362

 

 

 
10,402

 
181,885

Multifamily
227,013

 
394

 

 

 

 
227,407

Commercial real estate-other
1,095,271

 
1,731

 
347

 

 
10,141

 
1,107,490

Total commercial real estate
1,787,123

 
4,743

 
956

 

 
22,037

 
1,814,859

Residential real estate:
 
 
 
 
 
 
 
 
 
 
 
One- to four- family first liens
401,553

 
2,492

 
718

 
99

 
2,556

 
407,418

One- to four- family junior liens
169,344

 
419

 
80

 
25

 
513

 
170,381

Total residential real estate
570,897

 
2,911

 
798

 
124

 
3,069

 
577,799

Consumer
82,499

 
130

 
79

 
12

 
206

 
82,926

Total
$
3,398,020

 
$
9,541

 
$
2,088

 
$
136

 
$
41,481

 
$
3,451,266

 
 
 
 
 
 
 
 
 
 
 
 
Included in the totals above are the following purchased credit impaired loans
$
15,304

 
$

 
$

 
$

 
$
7,247

 
$
22,551

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
Agricultural
$
95,227

 
$
57

 
$
50

 
$

 
$
1,622

 
$
96,956

Commercial and industrial
522,463

 
1,507

 

 

 
9,218

 
533,188

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
 
Construction & development
217,476

 
42

 

 

 
99

 
217,617

Farmland
86,056

 

 

 

 
2,751

 
88,807

Multifamily
134,741

 

 

 

 

 
134,741

Commercial real estate-other
821,214

 
391

 

 

 
4,558

 
826,163

Total commercial real estate
1,259,487

 
433

 

 

 
7,408

 
1,267,328

Residential real estate:
 
 
 
 
 
 
 
 
 
 
 
One- to four- family first liens
337,405

 
1,851

 
1,184

 
341

 
1,049

 
341,830

One- to four- family junior liens
119,040

 
406

 
114

 
24

 
465

 
120,049

Total residential real estate
456,445

 
2,257

 
1,298

 
365

 
1,514

 
461,879

Consumer
39,225

 
32

 
9

 

 
162

 
39,428

Total
$
2,372,847

 
$
4,286

 
$
1,357

 
$
365

 
$
19,924

 
$
2,398,779

 
 
 
 
 
 
 
 
 
 
 
 
Included in the totals above are the following purchased credit impaired loans
$
16,714

 
$
295

 
$

 
$

 
$

 
$
17,009



Non-accrual and Delinquent Loans
Loans are placed on non-accrual when (1) payment in full of principal and interest is no longer expected or (2) principal or interest has been in default for 90 days or more unless the loan is both well secured with marketable collateral and in the process of collection. All loans rated doubtful or worse, and certain loans rated substandard, are placed on non-accrual.

A non-accrual loan may be restored to an accrual status when (1) all past due principal and interest has been paid (excluding renewals and modifications that involve the capitalizing of interest) or (2) the loan becomes well secured with marketable collateral and is in the process of collection. An established track record of performance is also considered when determining accrual status.

As of December 31, 2019, the Company had $0.3 million of commitments to lend additional funds to borrowers who have a nonperforming loan.



82


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At acquisition, purchased non-credit impaired loans acquired in the ATBancorp transaction had contractually required principal payments of $1.15 billion and an accretable discount of $25.5 million. The following table summarizes the outstanding balance and carrying amount of our PCI loans as of the dates indicated:
 
December 31, 2019
 
December 31, 2018
 
(in thousands)
Agricultural
$
904

 
$

Commercial and industrial
147

 
165

Commercial real estate
17,803

 
13,600

Residential real estate
4,136

 
4,172

Consumer
57

 

Outstanding balance
23,047

 
17,937

Carrying amount
22,551

 
17,009

Allowance for loan losses
1,250

 
1,197

Carrying amount, net of allowance for loan losses
$
21,301

 
$
15,812



The following table summarizes PCI loans acquired by the Company during the current period as of the merger date and at the end of the period:
 
For the Year Ended
 
December 31, 2019
 
(in thousands)
Contractually required principal payments
$
15,074

Nonaccretable discount
(2,957
)
Fair value of acquired loans
$
12,116

 
 
Loans at end of period
$
7,666



Changes in the accretable yield for loans acquired and accounted for under ASC 310-30 were as follows for the year ended December 31, 2019 and 2018:
 
For the Year Ended December 31,
 
2019
 
2018
 
(in thousands)
Balance at beginning of period
$
3,840

 
$
4,304

Purchases

 

Accretion
(626
)
 
(802
)
Reclassification from nonaccretable difference
68

 
338

Balance at end of period
$
3,282

 
$
3,840




83


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5.Derivatives, Hedging Activities and Balance Sheet Offsetting

The following table presents the total notional amounts and gross fair values of the Company’s derivatives. The derivative asset and liability balances are presented on a gross basis, prior to the application of master netting agreements, as included in other assets and other liabilities, respectively, on the consolidated balance sheets.
 
 
As of December 31, 2019
 
As of December 31, 2018
 
 
 
 
Fair Value
 
 
 
Fair Value
 
 
Notional
Amount
 
Derivative
Assets
 
Derivative
Liabilities
 
Notional
Amount
 
Derivative
Assets
 
Derivative
Liabilities
 
 
(in thousands)
Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
 
 
 
 
 
Fair value hedges:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
 
$
16,734

 
$

 
$
1,113

 
$
8,927

 
$

 
$
223

Total derivatives designated as hedging instruments
 
$
16,734

 
$

 
$
1,113

 
$
8,927

 
$

 
$
223

 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
 
$
113,632

 
$
1,824

 
$
1,999

 
$
13,830

 
$
321

 
$
359

RPAs
 
14,711

 
24

 
130

 
10,112

 

 
85

Total derivatives not designated as hedging instruments
 
$
128,343

 
$
1,848

 
$
2,129

 
$
23,942

 
$
321

 
$
444


Derivatives Designated as Hedging Instruments
The Company is exposed to changes in the fair value of certain of its fixed-rate assets due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate, LIBOR. Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.

The table below presents the effect of the Company’s derivative financial instruments designated as hedging instruments on the consolidated statements of income for the years ended December 31, 2019, 2018, and 2017:
 
Location and Amount of Gain (Loss) Recognized in Income on Fair Value Hedging Relationships
 
For the Years Ended December 31,
 
2019
 
2018
 
2017
 
Interest Income
 
Other Income
 
Interest Income
 
Other Income
 
Interest Income
 
Other Income
 
(in thousands)
Total amounts of income and expense line items presented in the Consolidated Statements of Income in which the effects of fair value hedges are recorded
$
1

 
$

 
$
(2
)
 
$

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
The effects of fair value hedging:
 
 
 
 
 
 
 
 
 
 
 
Gain (Loss) on fair value hedging relationships in subtopic 815-20:
 
 
 
 
 
 
 
 
 
 
 
Interest contracts:
 
 
 
 
 
 
 
 
 
 
 
Hedged items
891

 

 
221

 

 

 

Derivative designated as hedging instruments
(890
)
 

 
(223
)
 

 

 



84


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2019, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair value hedges:
Line Item in the Balance Sheet in which the Hedged Item is Included
 
Carrying Amount of the
Hedged Assets
 
Cumulative Amount of Fair Value
Hedging Adjustment Included in the Carrying Amount of the Hedged Asset
 
 
(in thousands)
Loans
 
$
17,849

 
$
1,111


Derivatives Not Designated as Hedging Instruments
Interest Rate Swaps -The Company enters into interest rate derivatives, including interest rate swaps with its customers to allow them to hedge against the risk of rising interest rates by providing fixed rate loans. To economically hedge against the interest rate risks in the products offered to its customers, the Company enters into mirrored interest rate contracts with institutional counterparties. The following table represents the notional amounts and the gross fair values of interest rate derivative contracts outstanding as of December 31, 2019 and December 31, 2018.
 
December 31, 2019
 
Customer Counterparties
 
Financial Counterparties
 
 
 
Fair Value
 
 
 
Fair Value
(in thousands)
Notional Amount
 
Assets
 
Liabilities
 
Notional Amount
 
Assets
 
Liabilities
Swaps
$
56,816

 
$
1,824

 
$

 
$
56,816

 
$

 
$
1,999

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2018
 
Customer Counterparties
 
Financial Counterparties
 
 
 
Fair Value
 
 
 
Fair Value
(in thousands)
Notional Amount
 
Assets
 
Liabilities
 
Notional Amount
 
Assets
 
Liabilities
Swaps
$
6,915

 
$
321

 
$

 
$
6,915

 
$

 
$
359


Credit Risk Participation Agreements -The Company enters into RPAs to manage the credit exposure on interest rate contracts associated with a syndicated loan. The Company may enter into protection purchased RPAs with institutional counterparties to decrease or increase its exposure to a borrower. Under the RPA, the Company will receive or make payment if a borrower defaults on the related interest rate contract. The Company manages its credit risk on RPAs by monitoring the creditworthiness of the borrowers and institutional counterparties, which is based on the normal credit review process. The notional amount of the RPAs reflects the Company’s pro-rata share of the derivative instrument. The following table represents the notional amounts and the gross fair values of RPAs purchased and sold outstanding as of December 31, 2019 and December 31, 2018.
 
December 31, 2019
 
December 31, 2018
 
 
 
Fair Value
 
 
 
Fair Value
(in thousands)
Notional Amount
 
Assets
 
Liabilities
 
Notional Amount
 
Assets
 
Liabilities
RPAs - protection sold
$
4,702

 
$
24

 
$

 
$

 
$

 
$

RPAs - protection purchased
10,009

 

 
130

 
10,112

 

 
85

Total RPAs
$
14,711

 
$
24

 
$
130

 
$
10,112

 
$

 
$
85

The following table presents the net gains (losses) recognized on the consolidated statements of income related to the derivatives not designated as hedging instruments for the years ended December 31, 2019, 2018, and 2017:
 
Location in the Consolidated Statements of Income
 
For the Years Ended December 31,
(in thousands)
 
2019
 
2018
 
2017
Interest rate swaps
Other income
 
$
(138
)
 
$
(38
)
 
$

RPAs
Other income
 
(117
)
 
115

 

                Total
 
 
$
(255
)
 
$
77

 
$



85


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Offsetting of Derivatives
The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of December 31, 2019 and December 31, 2018. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets.
 
 
 
 
 
 
Gross Amounts Not Offset in the Balance Sheet
 
 
(in thousands)
Gross Amounts of Recognized Assets (Liabilities)
 
Gross Amounts Offset in the Balance Sheet
 
Net Amounts of Assets (Liabilities) presented in the Balance Sheet
 
Financial Instruments
 
Cash Collateral Received (Paid)
 
Net Assets (Liabilities)
As of December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
Asset Derivatives
$
1,848

 
$

 
$
1,848

 
$

 
$

 
$
1,848

Liability Derivatives
(3,242
)
 

 
(3,242
)
 

 
(3,280
)
 
38

 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
Asset Derivatives
$
321

 
$

 
$
321

 
$

 
$

 
$
321

Liability Derivatives
(667
)
 

 
(667
)
 

 
(530
)
 
(137
)

Credit-risk-related Contingent Features
The Company has an unsecured federal funds line with its institutional derivative counterparty. The Company has an agreement with its institutional derivative counterparty that contains a provision under which if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has an agreement with its derivative counterparty that contains a provision under which the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.

As of December 31, 2019, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $3,265,000. As of December 31, 2019, the Company has minimum collateral posting thresholds with certain of its derivative counterparties, and has posted $3,280,000 of collateral related to these agreements. If the Company had breached any of these provisions at December 31, 2019, it could have been required to settle its obligations under the agreements at their termination value of $3,265,000.

Note 6.Premises and Equipment

Premises and equipment as of December 31, 2019 and 2018 were as follows:
 
As of December 31,
 
2019
 
2018
 
(in thousands)
Land
$
14,530

 
$
12,464

Buildings and leasehold improvements
89,605

 
75,775

Furniture and equipment
20,769

 
17,752

Construction in process
359

 
95

Premises and equipment
125,263

 
106,086

Accumulated depreciation and amortization
34,540

 
30,313

Premises and equipment, net
$
90,723

 
$
75,773



Premises and equipment depreciation and amortization expense for the years ended December 31, 2019, 2018 and 2017 was $4.8 million, $4.2 million and $4.0 million, respectively.


86


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7.Goodwill and Other Intangible Assets

The following table presents the changes in the carrying amount of goodwill for the periods indicated:
 
For the Years Ended December 31,
 
2019
 
2018
 
(in thousands)
Goodwill, beginning of period
$
64,654

 
$
64,654

Goodwill from acquisition of ATBancorp
27,264

 

Total goodwill, end of period
$
91,918

 
$
64,654



As part of the ATBancorp acquisition, the Company acquired a core deposit intangible with an assigned amount of $23.5 million and a trust customer relationship intangible with an assigned amount of $4.8 million. The following table presents the gross carrying amount, accumulated amortization, and net carrying amount of other intangible assets for the periods indicated:
 
As of December 31, 2019
 
As of December 31, 2018
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
(in thousands)
Core deposit intangible
$
41,745

 
$
(21,032
)
 
$
20,713

 
$
18,206

 
$
(16,233
)
 
$
1,973

Customer relationship intangible
5,265

 
(1,195
)
 
4,070

 
455

 
(259
)
 
196

Other
2,700

 
(2,305
)
 
395

 
2,700

 
(2,034
)
 
666

 
$
49,710

 
$
(24,532
)
 
$
25,178

 
$
21,361

 
$
(18,526
)
 
$
2,835

 
 
 
 
 
 
 
 
 
 
 
 
Indefinite-lived trade name intangible
$
7,040

 
 
 
 
 
$
7,040

 
 
 
 


The following table summarizes future amortization expense of intangible assets:
 
Core
 
Customer
 
 
 
 
 
Deposit
 
Relationship
 
 
 
 
 
Intangible
 
Intangible
 
Other
 
Totals
Year ending December 31,
(in thousands)
2020
$
5,407

 
$
1,435

 
$
133

 
$
6,975

2021
4,190

 
1,062

 
106

 
5,358

2022
3,487

 
797

 
79

 
4,363

2023
2,833

 
518

 
51

 
3,402

2024
2,180

 
239

 
24

 
2,443

Thereafter
2,616

 
19

 
2

 
2,637

Total
$
20,713

 
$
4,070

 
$
395

 
$
25,178




87


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8.Other Assets

The components of the Company’s other assets as of December 31, 2019 and 2018 were as follows:
 
As of December 31,
 
2019
 
2018
 
(in thousands)
Assets held for sale
$
580

 
$

Bank-owned life insurance
81,625

 
60,989

Interest receivable
18,525

 
14,736

FHLB stock
15,381

 
14,678

Mortgage servicing rights
7,026

 
2,803

Operating leases right-of-use asset
4,499

 

Federal & state taxes, current
2,318

 
2,361

Federal & state taxes, deferred
3,530

 
8,273

Other receivables/assets
14,476

 
11,262

 
$
147,960

 
$
115,102



The increase in mortgage servicing rights and the cash surrender value of BOLI in 2019 was due to the acquisition of ATBancorp by the Company. See Note 2. Business Combinations for further details.

The increase in the operating lease ROU assets in 2019 was due to the adoption of ASU 2016-01 effective January 1, 2019. See Note 22. Leases for further details.


Note 9.Loans Serviced for Others

Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of mortgage and other loans serviced for others were $1.1 billion and $447.8 million at December 31, 2019 and 2018, respectively. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors and collection and foreclosure processing. Loan servicing income is recorded on the accrual basis and includes servicing fees from investors and certain charges collected from borrowers, such as late payment fees, and is net of fair value adjustments to capitalized mortgage servicing rights.

Note 10.Deposits

The composition of the Company’s deposits as of December 31, 2019 and 2018 were as follows:
 
As of December 31,
 
2019
 
2018
 
(in thousands)
Non-interest-bearing demand
$
662,209

 
$
439,133

Interest-bearing checking
962,830

 
683,894

Money market
763,028

 
555,839

Savings
387,142

 
210,416

Certificates of deposit under $250,000
682,232

 
532,395

Certificates of deposit of $250,000 or more
271,214

 
191,252

Total deposits
$
3,728,655

 
$
2,612,929




88


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2019, the scheduled maturities of certificates of deposits were as follows:
(in thousands)
 
2020
$
678,107

2021
183,458

2022
59,374

2023
19,000

2024
12,670

Thereafter
837

Total
$
953,446



The Company had $6.6 million and $8.6 million in brokered time deposits through the CDARS program as of December 31, 2019 and December 31, 2018, respectively. Included in interest-bearing checking and money market deposits at December 31, 2019 and December 31, 2018 were $10.1 million and $23.7 million, respectively, of brokered deposits in the Insured Cash Sweep (ICS) program. The CDARS and ICS programs coordinate, on a reciprocal basis, a network of banks to spread deposits exceeding the FDIC insurance coverage limits out to numerous institutions in order to provide insurance coverage for all participating deposits.

As of December 31, 2019 and December 31, 2018, the Company had public entity deposits that were collateralized by investment securities of $96.6 million and $90.4 million, respectively.

Note 11.Short-Term Borrowings

Short-term borrowings were as follows as of December 31, 2019 and December 31, 2018:
 
 
December 31, 2019
 
December 31, 2018
 
 
Weighted Average Cost
 
Balance
 
Weighted Average Cost
 
Balance
 
 
(dollars in thousands)
Securities sold under agreements to repurchase
 
1.06
%
 
$
117,249

 
1.00
%
 
$
74,522

Federal Home Loan Bank overnight advances
 
1.73

 
22,100

 
2.60

 
56,900

Total
 
1.17
%
 
$
139,349

 
1.69
%
 
$
131,422


Securities sold under agreements to repurchase are agreements in which the Company acquires funds by selling assets to another party under a simultaneous agreement to repurchase the same assets at a specified price and date. The Company enters into repurchase agreements and also offers a demand deposit account product to customers that sweeps their balances in excess of an agreed upon target amount into overnight repurchase agreements. All securities sold under agreements to repurchase are recorded on the face of the balance sheet.

The Bank has a secured line of credit with the FHLBDM. Advances from the FHLBDM are collateralized primarily by one- to four-family residential, commercial and agricultural real estate first mortgages equal to various percentages of the total outstanding notes. See Note 4. Loans Receivable and the Allowance for Loan Losses of the notes to the consolidated financial statements.

The Bank has unsecured federal funds lines totaling $170.0 million from multiple correspondent banking relationships. There were no borrowings from such lines at December 31, 2019 and December 31, 2018.

At December 31, 2019 and 2018, the Company had no Federal Reserve Discount Window borrowings, while the borrowing capacity at December 31, 2019 and 2018 was $12.7 million, and $11.4 million, respectively. As of December 31, 2019 and 2018, the Bank had municipal securities with a market value of $13.0 million and $12.7 million, respectively, pledged to the Federal Reserve Bank of Chicago to secure potential borrowings.

On April 30, 2015, the Company entered into a credit agreement with a correspondent bank under which the Company could borrow up to $5.0 million from an unsecured revolving loan. Interest was payable at a rate of one-month LIBOR plus 2.00%. The credit agreement was amended on April 29, 2019 such that, commencing April 30, 2019, the revolving commitment amount was increased to $10.0 million with interest payable at a rate of one-month LIBOR plus 1.75%. The revolving loan matures on April 30, 2020. The Company had no balance outstanding under this revolving loan as of December 31, 2019 and 2018.


89


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12.Long-Term Debt

Junior Subordinated Notes Issued to Capital Trusts
On May 1, 2019, through the acquisition of ATBancorp, the Company assumed the junior subordinated notes issued to ATBancorp Statutory Trust I and ATBancorp Statutory Trust II. The table below summarizes the terms of each issuance of junior subordinated notes outstanding as of December 31, 2019 and December 31, 2018:
 
 
Face Value
 
Book Value
 
Interest Rate
 
Year-end
Interest Rate
 
Maturity Date
 
Callable Date
December 31, 2019
 
 
 
 
 
 
 
 
(in thousands)
 
 
 
 
 
 
 
 
ATBancorp Statutory Trust I
 
$
7,732

 
$
6,814

 
Three-month LIBOR + 1.68%
 
3.57
%
 
06/15/2036
 
06/15/2011
ATBancorp Statutory Trust II
 
12,372

 
10,794

 
Three-month LIBOR + 1.65%
 
3.54
%
 
09/15/2037
 
06/15/2012
Central Bancshares Capital Trust II
 
7,217

 
6,783

 
Three-month LIBOR + 3.50%
 
5.39
%
 
03/15/2038
 
03/15/2013
Barron Investment Capital Trust I
 
2,062

 
1,732

 
Three-month LIBOR + 2.15%
 
4.08
%
 
09/23/2036
 
09/23/2011
MidWestOne Statutory Trust II
 
15,464

 
15,464

 
Three-month LIBOR + 1.59%
 
3.48
%
 
12/15/2037
 
12/15/2012
Total
 
$
44,847

 
$
41,587

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Central Bancshares Capital Trust II
 
$
7,217

 
$
6,730

 
Three-month LIBOR + 3.50%
 
6.29
%
 
03/15/2038
 
03/15/2013
Barron Investment Capital Trust I
 
2,062

 
1,694

 
Three-month LIBOR + 2.15%
 
4.97
%
 
09/23/2036
 
09/23/2011
MidWestOne Statutory Trust II
 
15,464

 
15,464

 
Three-month LIBOR + 1.59%
 
4.38
%
 
12/15/2037
 
12/15/2012
Total
 
$
24,743

 
$
23,888

 
 
 
 
 
 
 
 

The trust preferred securities are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated notes at the stated maturity date or upon redemption of the junior subordinated notes. Each trust’s ability to pay amounts due on the trust preferred securities is solely dependent upon the Company making payment on the related junior subordinated notes. The Company’s obligation under the junior subordinated notes and other relevant trust agreements, in aggregate, constitutes a full and unconditional guarantee by the Company of each trust’s obligations under the trust preferred securities issued by each trust. The Company has the right to defer payment of interest on the junior subordinated notes and, therefore, distributions on the trust preferred securities, for up to five years, but not beyond the stated maturity date in the table above. During any such deferral period the Company may not pay cash dividends on its stock and generally may not repurchase its stock.

Subordinated Debentures
On May 1, 2019, with the acquisition of ATBancorp, the Company assumed $10.9 million of subordinated debentures. These debentures have a stated maturity of May 31, 2023, and bear interest at a fixed annual rate of 6.50%, with interest payable semi-annually on March 15th and September 15th. The Company has the option to redeem the debentures, in whole or part, at any time on or after May 31, 2021. The debentures constitute Tier 2 capital under the rules and regulations of the Federal Reserve applicable to the capital status of the subordinated debt of bank holding companies. Beginning on the fifth anniversary preceding the maturity date of each debenture, we were required to begin amortizing the amount of the debentures that may be treated as Tier 2 capital. Specifically, we will lose Tier 2 treatment for 20% of the amount of the debentures in each of the final five years preceding maturity, such that during the final year, we will not be permitted to treat any portion of the debentures as Tier 2 capital. At December 31, 2019, we were permitted to treat 60% of the debentures as Tier 2 capital.

Other Long-Term Debt
Long-term borrowings were as follows as of December 31, 2019 and December 31, 2018:
 
 
December 31, 2019
 
December 31, 2018
 
 
Weighted Average Cost
 
Balance
(in thousands)
 
Weighted Average Cost
 
Balance
(in thousands)
Finance lease payable
 
8.89
%
 
$
1,224

 
8.89
%
 
$
1,338

FHLB borrowings
 
2.25

 
145,700

 
2.45

 
136,000

Notes payable to unaffiliated bank
 
3.44

 
32,250

 
4.13

 
7,500

Total
 
2.51
%
 
$
179,174

 
2.60
%
 
$
144,838


The Company utilizes FHLB borrowings as a funding source to supplement customer deposits and to assist in managing interest rate risk. As a member of the FHLBDM, the Bank may borrow funds from the FHLB in amounts up to 45% of the Bank’s total

90


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

assets, provided the Bank is able to pledge an adequate amount of qualified assets to secure the borrowings. Advances from the FHLB are collateralized primarily by one- to four-family residential, commercial and agricultural real estate first mortgages equal to various percentages of the total outstanding notes. See Note 4. Loans Receivable and the Allowance for Loan Losses of the notes to the consolidated financial statements. At December 31, 2019, FHLB long-term borrowings included $6.4 million in advances from the FHLBC assumed in the merger with ATBancorp. The advances from the FHLBC are collateralized by investment securities. See Note 3. Debt Securities of the notes to the consolidated financial statements.

As of December 31, 2019, FHLB borrowings were as follows:
 
Weighted Average Rate
 
Amount
 
 
 
(in thousands)
Due in 2020
1.93
%
 
$
54,400

Due in 2021
2.07
%
 
43,000

Due in 2022
2.68
%
 
31,000

Due in 2023
2.79
%
 
11,000

Due in 2024
3.15
%
 
6,000

Thereafter
%
 

Total
 
 
145,400

Valuation adjustment from acquisition accounting
 
 
300

Total
 
 
$
145,700



On April 30, 2015, the Company entered into a $35.0 million unsecured note payable with a correspondent bank with a maturity date of June 30, 2020. The Company drew $25.0 million on the note prior to June 30, 2015, at which time the ability to obtain additional advances ceased. Payments of principal and interest were payable quarterly beginning September 30, 2015. As of December 31, 2019, $2.5 million of that note was outstanding. The note contains certain requirements, covenants and restrictions that we view to be customary for such a transaction, including those that place restrictions on additional debt and stipulate minimum capital and various operating ratios.

On April 30, 2019, the Company entered into a $35.0 million unsecured note payable with a correspondent bank with a maturity date of April 30, 2024. Quarterly principal and interest payments began June 30, 2019 and, as of December 31, 2019, $29.8 million of that note was outstanding.

Note 13.Income Taxes

Income taxes for the years ended December 31, 2019, 2018 and 2017 are summarized as follows:
 
December 31,
 
2019
 
2018
 
2017
 
(in thousands)
Current:
 
 
 
 
 
Federal tax expense
$
1,217

 
$
5,293

 
$
7,289

State tax expense
2,353

 
3,004

 
2,435

Deferred:
 
 
 
 
 
Deferred income tax expense
3,003

 
(680
)
 
652

Total income tax provision
$
6,573

 
$
7,617

 
$
10,376




91


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the expected federal income tax expense to the income tax expense included in the consolidated statements of income was as follows:
 
Year ended December 31,
 
2019
 
2018
 
2017
 
Amount
 
% of Pretax Income
 
Amount
 
% of Pretax Income
 
Amount
 
% of Pretax Income
 
(dollars in thousands)
Computed “expected” tax expense
$
10,543

 
21.0
 %
 
$
7,973

 
21.0
 %
 
$
10,176

 
35.0
 %
Tax-exempt interest
(2,392
)
 
(4.8
)
 
(1,876
)
 
(4.9
)
 
(3,182
)
 
(10.9
)
Bank-owned life insurance
(394
)
 
(0.8
)
 
(337
)
 
(0.9
)
 
(485
)
 
(1.7
)
State income taxes, net of federal income tax benefit
2,688

 
5.3

 
2,040

 
5.4

 
1,307

 
4.5

Non-deductible acquisition expenses
177

 
0.4

 
122

 
0.3

 

 

General business credits
(4,090
)
 
(8.1
)
 
(343
)
 
(0.9
)
 
(466
)
 
(1.6
)
Federal income tax rate change

 

 

 

 
3,212

 
11.1

Other
41

 
0.1

 
38

 
0.1

 
(186
)
 
(0.7
)
Total income tax provision
$
6,573

 
13.1
 %
 
$
7,617

 
20.1
 %
 
$
10,376

 
35.7
 %


Net deferred tax assets as of December 31, 2019 and 2018 consisted of the following components:
 
December 31,
 
2019
 
2018
 
(in thousands)
Deferred income tax assets:
 
 
 
Allowance for loan losses
$
7,577

 
$
7,636

Deferred compensation
4,100

 
1,361

Net operating losses (state net operating loss carryforwards)
4,477

 
4,283

Unrealized losses on investment securities

 
1,999

Accrued compensation
1,496

 
816

   ROU liabilities
1,388

 

Tax credit carryforward
611

 

Other
1,541

 
1,415

Gross deferred tax assets
21,190

 
17,510

 
 
 
 
Deferred income tax liabilities:
 
 
 
Premises and equipment depreciation and amortization
4,759

 
2,947

Purchase accounting adjustments
3,171

 
769

Mortgage servicing rights
1,831

 
730

Unrealized gains on investment securities
1,544

 

   ROU assets
1,388

 

Other
490

 
508

Gross deferred tax liabilities
13,183

 
4,954

Net deferred income tax asset
8,007

 
12,556

Valuation allowance
4,477

 
4,283

Net deferred tax asset
$
3,530

 
$
8,273


The Company has recorded a deferred tax asset for the future tax benefits of Iowa net operating loss carryforwards. The Iowa net operating loss carryforwards amounting to approximately $58.0 million will expire in various amounts from 2020 to 2040. As of December 31, 2019 and 2018, the Company believed it was more likely than not that all temporary differences associated with the Iowa corporate tax return would not be fully realized. Accordingly, the Company has recorded a valuation allowance to reduce the net operating loss carryforward. A valuation allowance related to the remaining deferred tax assets has not been provided because management believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets.


92


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company had no material unrecognized tax benefits as of December 31, 2019 and 2018.
Note 14.Employee Benefit Plans

The Company has a salary reduction profit-sharing 401(k) plan covering all employees fulfilling minimum age and service requirements. Employee contributions to the plan are optional. Employer contributions are discretionary and may be made to the plan in an amount equal to a percentage of each participating employee’s salary. The Company matches 100% of the first 3% of employee contributions, and 50% of the next 2% of employee contributions, up to a maximum amount of 4% of an employee’s compensation. Company matching contributions for the years ended December 31, 2019, 2018 and 2017 were as follows:

2019

2018

2017

(in thousands)
Company contributions
$
1,617


$
1,361


$
1,306




The Company has an ESOP covering all employees fulfilling minimum age and service requirements. Employer contributions are discretionary and may be made to the plan in an amount equal to a percentage of each participating employee’s salary. The ESOP contribution expense for the years ended December 31, 2019, 2018 and 2017 were as follows:

2019

2018

2017

(in thousands)
Company contributions
$
1,514


$
690


$
1,081


The Company provides Health Savings Account contributions to its employees enrolled in high deductible plans. Company contributions for the years ended December 31, 2019, 2018 and 2017 were as follows:

2019

2018

2017

(in thousands)
Company contributions
$
315


$
215


$
195


The Company has several nonqualified plans for which liabilities are recorded on its books under a broad label of deferred compensation liabilities. These plans include supplemental executive retirement plans, salary continuation plans, deferred compensation plans, and an insurance plan that provides one times final salary as a post-retirement death benefit. These plans are outlined in the paragraphs and tables that follow.

The Company has entered into nonqualified supplemental executive retirement plans (SERPs) with certain executive officers. The SERPs allow certain executives to accumulate retirement benefits beyond those provided by the qualified plans. Changes in the liability related to the SERPs, included in other liabilities, were as follows for the years ended December 31, 2019, 2018 and 2017:

2019

2018

2017

(in thousands)
Balance, beginning
$
1,867


$
2,061


$
2,278

Company contributions and interest
117


156


146

Cash payments made
(352
)

(350
)

(363
)
Balance, ending
$
1,632


$
1,867


$
2,061


The Company has salary continuation plans for several officers and directors. These plans provide payments of various amounts upon retirement or death. There are no employee compensation deferrals to these plans. The Company accrues the expense for these benefits by charges to operating expense during the period the respective officer or director attains full eligibility.


93


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in the salary continuation agreements, included in other liabilities, were as follows for the years ended December 31, 2019, 2018 and 2017:

2019

2018

2017

(in thousands)
Balance, beginning
$
1,104


$
1,251


$
1,389

Plans acquired in ATBancorp merger
11,058





Company paid interest
145


75


84

Cash payments made
(6,855
)

(222
)

(222
)
Balance, ending
$
5,452


$
1,104


$
1,251


The Company has entered into deferred compensation agreements with certain executive officers. Under the provisions of the agreements, the officers may defer compensation. Interest on the deferred amounts is earned at The Wall Street Journal’s prime rate plus one percent. The Company also maintains deferred compensation agreements with certain other officers and directors under whose terms deferrals are no longer permitted, and the interest rate is fixed at 4%. In 2019 the Company also acquired deferred compensations plans as a result of the merger with ATBancorp. Under the provisions of the agreements, interest on the deferred amounts is earned at an annual interest rate equal to the Bank’s return on equity and deferrals are no longer permitted. Upon retirement, the officers and directors will generally receive the deferral balance in equal monthly installments over periods no longer that 180 months.

Changes in the deferred compensation agreements, included in other liabilities, were as follows for the years ended December 31, 2019, 2018 and 2017:

2019

2018

2017

(in thousands)
Balance, beginning
$
855


$
715


$
529

Plans acquired in ATBancorp merger
5,958





Employee deferrals
157


179


193

Company paid interest
395


35


24

Cash payments made
(344
)

(74
)

(31
)
Balance, ending
$
7,021

 
$
855

 
$
715


The Company has an insurance benefit plan for several officers for which it is required under accounting standards to maintain an accrued liability balance for the commitment to provide an insurance benefit of one times last annual salary after retirement. Changes in the accrued balance, included in other liabilities, were as follows for the years ended December 31, 2019, 2018 and 2017:
 
2019
 
2018
 
2017
 
(in thousands)
Balance, beginning
$
1,442

 
$
1,172

 
$
983

Company deferral expense
228

 
270

 
189

Balance, ending
$
1,670

 
$
1,442

 
$
1,172



To provide the retirement benefits for the aforementioned various deferred compensation plans, the Company carries life insurance policies which had cash values totaling $74.9 million, $55.1 million and $54.1 million at December 31, 2019, 2018 and 2017, respectively.

Note 15.Stock Compensation Plans

On April 20, 2017, the Company’s shareholders approved the MidWestOne Financial Group, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan is the successor to the 2008 Equity Incentive Plan, which expired on November 20, 2017. Under the terms of the 2017 Plan, the Company may grant a total of 500,000 total shares of the Company’s common stock as stock options, stock appreciation rights or stock awards (including restricted stock and restricted stock units) and may also grant cash incentive awards to eligible individuals. As of December 31, 2019, 402,310 shares of the Company’s common stock remained available for future awards under the 2017 Plan.


94


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During 2019, the Company recognized $1.2 million of stock based compensation expense related to restricted stock unit grants. In comparison, during 2018 and 2017, the Company recognized $1.0 million and $0.9 million, respectively, related to restricted stock unit grants.

Incentive Stock Options:
The Company is required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as compensation expense in the Company’s consolidated statements of operations over the requisite service periods using a straight-line method. The Company assumes no projected forfeitures on its stock-based compensation, since actual historical forfeiture rates on its stock-based incentive awards have been negligible.

The stock options were granted with a maximum term of ten years, an exercise price equal to the fair market value of a share of stock on the date of grant and vesting at a rate of 25% per year over four years, with the first vesting date being the one-year anniversary of the grant date. There were no stock options outstanding as of December 31, 2019 and 2018. Plan participants realized an intrinsic value of $179,000 and $219,000 from the exercise of stock options during 2018 and 2017, respectively. As of December 31, 2019, there were no remaining compensation costs related to nonvested stock options that have not yet been recognized. There were no stock option awards granted in 2019, 2018, or 2017.

Restricted Stock Units:
Under the 2017 Plan, the Company may grant restricted stock unit awards that vest upon the completion of future service requirements or specified performance criteria. The fair value of these awards is equal to the market price of the common stock at the date of grant. The Company recognizes stock-based compensation expense for these awards over the vesting period, using the straight-line method, based upon the number of awards ultimately expected to vest. Each restricted stock unit entitles the recipient to receive one share of stock on the vesting date. Generally, for employee awards, the restricted stock units vest 25% per year over four years, with the first vesting date being the one-year anniversary of the grant date, or 100% upon the death or disability of the recipient, or, in certain circumstances, in connection with a change of control (as defined in the 2017 Plan) of the Company. The Compensation Committee retains discretion to fully vest an unvested award where a participant retires before the end of the vesting period. Awards granted to directors vest 100% one year from the grant date. Except as otherwise provided in the 2017 Plan, if a participant terminates employment or service prior to the end of the vesting period, the unearned portion of the stock unit award will be forfeited. The Company may also issue awards that vest upon satisfaction of specified performance criteria. For these types of awards, the final measure of compensation cost is based upon the number of shares that ultimately vest considering the performance criteria.

The following is a summary of nonvested restricted stock unit activity for the year ended December 31, 2019:
 
 
 
Weighted-Average
 
Shares
 
Grant-Date Fair Value
Nonvested at December 31, 2018
83,750

 
$
31.63

Granted
49,040

 
29.53

Vested
(34,810
)
 
31.21

Forfeited
(8,190
)
 
31.83

Nonvested at December 31, 2019
89,790

 
$
30.63



The fair value of restricted stock unit awards that vested during 2019 was $1.0 million, compared to $0.9 million and $0.9 million during the years ended December 31, 2018 and 2017, respectively. As of December 31, 2019, the total compensation costs related to nonvested restricted stock units that have not yet been recognized totaled $1.8 million, and the weighted average period over which these costs are expected to be recognized is approximately 2.4 years.
Note 16.Earnings per Share

Basic per-share amounts are computed by dividing net income by the weighted average number of common shares outstanding. Diluted per-share amounts assume issuance of all common stock issuable upon conversion or exercise of other securities, unless the effect is to reduce the loss or increase the income per common share from continuing operations.

Following are the calculations for basic and diluted earnings per common share:
 
Year Ended December 31,
 
2019
 
2018
 
2017
 
(dollars in thousands, except per share amounts)

Basic Earnings Per Share:
 
 
 
 
 
Net income
$
43,630

 
$
30,351

 
$
18,699

Weighted average shares outstanding
14,869,952

 
12,219,725

 
12,038,499

Basic earnings per common share
$
2.93

 
$
2.48

 
$
1.55

 
 
 
 
 
 
Diluted Earnings Per Share:
 
 
 
 
 
Net income
$
43,630

 
$
30,351

 
$
18,699

Weighted average shares outstanding, included all dilutive potential shares
14,884,933

 
12,237,153

 
12,062,577

Diluted earnings per common share
$
2.93

 
$
2.48

 
$
1.55



Note 17.Regulatory Capital Requirements and Restrictions on Subsidiary Cash

The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional

95


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company and Bank financial statements.

As of December 31, 2019, the most recent notification from the FDIC categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action then in effect. There are no conditions or events since this date that management believes have changed the Bank’s category. In order to be a “well-capitalized” depository institution, a bank must maintain a Common Equity Tier 1 capital ratio of 6.5% or more; a Tier 1 capital ratio of 8% or more; a total capital ratio of 10% or more; and a leverage ratio of 5% or more. A capital conservation buffer, comprised of Common Equity Tier 1 capital, is also established above the regulatory minimum capital requirements. This capital conservation buffer was fully phased in at 2.5% on January 1, 2019.

A comparison of the Company’s and the Bank’s capital with the corresponding minimum regulatory requirements in effect as of December 31, 2019 and December 31, 2018, is presented below:
 
Actual
 
For Capital Adequacy Purposes With Capital Conservation Buffer(1)
 
To Be Well Capitalized Under Prompt Corrective Action Provisions
 
Amount
 
Ratio
 
Amount
 
Ratio(1)
 
Amount
 
Ratio
 
(dollars in thousands)
At December 31, 2019:
 
 
 
 
 
 
 
 
 
 
 
Consolidated:
 
 
 
 
 
 
 
 
 
 
 
Total capital/risk weighted assets
$
463,601

 
11.34
%
 
$
429,077

 
10.50
%
 
N/A

 
N/A

Tier 1 capital/risk weighted assets
428,021

 
10.47

 
347,348

 
8.50

 
N/A

 
N/A

Common equity tier 1 capital/risk weighted assets
386,434

 
9.46

 
286,051

 
7.00

 
N/A

 
N/A

Tier 1 leverage capital/average assets
428,021

 
9.48

 
180,529

 
4.00

 
N/A

 
N/A

MidWestOne Bank:
 
 
 
 
 
 
 
 
 
 
 
Total capital/risk weighted assets
$
482,106

 
11.83
%
 
$
427,877

 
10.50
%
 
$
407,502

 
10.00
%
Tier 1 capital/risk weighted assets
453,027

 
11.12

 
346,377

 
8.50

 
326,002

 
8.00

Common equity tier 1 capital/risk weighted assets
453,027

 
11.12

 
285,251

 
7.00

 
264,876

 
6.50

Tier 1 leverage capital/average assets
453,027

 
10.06

 
180,209

 
4.00

 
231,166

 
5.00

At December 31, 2018:
 
 
 
 
 
 
 
 
 
 
 
Consolidated:
 
 
 
 
 
 
 
 
 
 
 
Total capital/risk weighted assets
$
342,054

 
12.23
%
 
$
276,283

 
9.875
%
 
N/A

 
N/A

Tier 1 capital/risk weighted assets
312,747

 
11.18

 
220,327

 
7.875

 
N/A

 
N/A

Common equity tier 1 capital/risk weighted assets
288,859

 
10.32

 
178,360

 
6.375

 
N/A

 
N/A

Tier 1 leverage capital/average assets
312,747

 
9.73

 
128,531

 
4.000

 
N/A

 
N/A

MidWestOne Bank:
 
 
 
 
 
 
 
 
 
 
 
Total capital/risk weighted assets
$
333,074

 
11.94
%
 
$
275,468

 
9.875
%
 
$
278,955

 
10.00
%
Tier 1 capital/risk weighted assets
303,767

 
10.89

 
219,677

 
7.875

 
223,164

 
8.00

Common equity tier 1 capital/risk weighted assets
303,767

 
10.89

 
177,833

 
6.375

 
181,320

 
6.50

Tier 1 leverage capital/average assets
303,767

 
9.47

 
128,259

 
4.000

 
160,324

 
5.00


(1) Includes the capital conservation buffer of 1.875% at December 31, 2018 and 2.50% at December 31, 2019.

The ability of the Company to pay dividends to its shareholders is dependent upon dividends paid by the Bank to the Company. The Bank is subject to certain statutory and regulatory restrictions on the amount of dividends it may pay. In addition, as previously disclosed, subsequent to December 31, 2008, the Bank’s board of directors adopted a capital policy requiring it to maintain a ratio of Tier 1 capital to total assets of at least 8% and a ratio of total capital to risk-based capital of at least 10%. Failure to maintain these ratios also could limit the ability of the Bank to pay dividends to the Company.

The Bank is required to maintain reserve balances in cash on hand or on deposit with Federal Reserve Banks. Reserve balances totaled $24.1 million and $14.9 million as of December 31, 2019 and 2018, respectively.

Note 18.Commitments and Contingencies

Credit-related financial instruments: In the normal course of business, the Bank makes various commitments and incurs certain contingent liabilities that are not presented in the accompanying consolidated financial statements. The commitments and contingent liabilities include commitments to extend credit, commitments to sell loans, and standby letters of credit.

96


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. A summary of the Bank’s commitments at December 31, 2019 and 2018, is as follows:
 
December 31,
 
2019
 
2018
 
(in thousands)
Commitments to extend credit
$
859,212

 
$
521,270

Commitments to sell loans
5,400

 
666

Standby letters of credit
36,192

 
16,709

Total
$
900,804

 
$
538,645



The Bank’s exposure to credit loss in the event of nonperformance by the counterparty to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the party. Collateral held varies, but may include accounts receivable, crops, livestock, inventory, property and equipment, residential real estate and income-producing commercial properties.

Commitments to sell loans are agreements to sell loans held for sale to third parties at an agreed upon price.

Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements and, generally, have terms of one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank holds collateral, which may include accounts receivable, inventory, property, equipment and income-producing properties, that support those commitments, if deemed necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Bank would be required to fund the commitment. The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary above. If the commitment is funded, the Bank would be entitled to seek recovery from the customer.

Litigation: In the normal course of business, the Company and its subsidiaries have been named, from time to time, as defendants in various legal actions.  Certain of the actual or threatened legal actions may include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Management, after consulting with legal counsel, is of the opinion that the ultimate liability, if any, resulting from these pending or threatened actions and proceedings will not have a material effect on the financial statements of the Company.

Concentrations of credit risk: Substantially all of the Bank’s loans, commitments to extend credit and standby letters of credit have been granted to customers in the Bank’s market areas. Although the loan portfolio of the Bank is diversified, approximately 69% of the loans are real estate loans and approximately 9% are agriculturally related. The concentrations of credit by type of loan are set forth in Note 4. Loans Receivable and the Allowance for Loan Losses. Commitments to extend credit are primarily related to commercial loans and home equity loans. Standby letters of credit were granted primarily to commercial borrowers. Investments in securities issued by state and political subdivisions involve certain governmental entities within Iowa and Minnesota. The carrying value of investment securities of Iowa and Minnesota political subdivisions totaled 49% and 20%, respectively, as of December 31, 2019.

Note 19.Related Party Transactions

Certain directors of the Company and certain principal officers are customers of, and have banking transactions with, the Bank in the ordinary course of business. Such indebtedness has been incurred on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons.

97


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is an analysis of the changes in the loans to related parties during the years ended December 31, 2019 and 2018:
 
Year Ended December 31,
 
2019
 
2018
 
(in thousands)
Balance, beginning
$
12,655

 
$
14,131

Net increase (decrease) due to change in related parties
12,163

 
(2,518
)
Advances
4,057

 
2,059

Collections
(1,240
)
 
(1,017
)
Balance, ending
$
27,635

 
$
12,655



None of these loans are past due, nonaccrual or restructured to provide a reduction or deferral of interest or principal because of deterioration in the financial position of the borrower. Deposits from these related parties totaled $7.1 million and $4.4 million as of December 31, 2019 and 2018, respectively. Deposits from related parties are accepted subject to the same interest rates and terms as those from nonrelated parties.

In December 2018, Kevin W. Monson, Chairman of the Board of the Company and of the Bank, as manager and member of a limited liability company, purchased from the Company a former office building in Iowa City, Iowa, which had been used for overflow office space by the Company, for the amount of $1.4 million. In accordance with Company policy requirements, the transaction and supporting valuation documentation was reviewed and received pre-approval from the Audit Committee at its meeting on November 13, 2018.

Note 20.Estimated Fair Value of Financial Instruments and Fair Value Measurements

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2 – Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Recurring Basis
The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:
Investment Securities - The fair value for investment securities are determined by quoted market prices, if available (Level 1). The Company utilizes an independent pricing service to obtain the fair value of debt securities. Debt securities issued by the U.S. Treasury and other U.S. Government agencies and corporations, mortgage-backed securities, and collateralized mortgage obligations are priced utilizing industry-standard models that consider various assumptions, including time value, yield curves, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace (Level 2). Municipal securities are valued using a type of matrix, or grid, pricing in which securities are benchmarked against the treasury rate based on credit rating (Level 2).
Derivatives - Interest rate swaps are valued by using cash flow valuation techniques with observable market data inputs (Level 2). The Company has entered into collateral agreements with its swap dealers which entitle it to receive collateral to cover market values on derivatives which are in asset position, thus a credit risk adjustment on interest rate swaps is not warranted. Credit risk participation agreements (RPAs) are entered into by the Company with institutional counterparties, under which the Company assumes its pro-rata share of the credit exposure associated with a borrower’s performance related to interest rate derivative

98


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

contracts. The fair value of RPAs is calculated by determining the total expected asset or liability exposure using observable inputs, such as yield curves and volatilities, of the derivatives to the borrowers and applying the borrowers’ credit spread to that exposure (Level 2).
The following table summarizes assets measured at fair value on a recurring basis as of December 31, 2019 and 2018 by level within the fair value hierarchy:
 
Fair Value Measurement at December 31, 2019 Using
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(in thousands)
Assets:
 
 
 
 
 
 
 
Available for sale debt securities:
 
 
 
 
 
 
 
U.S. Government agencies and corporations
$
441

 
$

 
$
441

 
$

State and political subdivisions
257,205

 

 
257,205

 

Mortgage-backed securities
43,530

 

 
43,530

 

Collateralized mortgage obligations
292,946

 

 
292,946

 

Corporate debt securities
191,855

 

 
191,855

 

Derivative assets
1,848

 

 
1,848

 

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Derivative liabilities
$
3,242

 
$

 
$
3,242

 
$


 
Fair Value Measurement at December 31, 2018 Using
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(in thousands)
Assets:
 
 
 
 
 
 
 
Available for sale debt securities:
 
 
 
 
 
 
 
U.S. Government agencies and corporations
$
5,495

 
$

 
$
5,495

 
$

State and political subdivisions
121,901

 

 
121,901

 

Mortgage-backed securities
50,653

 

 
50,653

 

Collateralized mortgage obligations
169,928

 

 
169,928

 

Corporate debt securities
66,124

 

 
66,124

 

Derivative assets
321

 

 
321

 

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Derivative liabilities
$
667

 
$

 
$
667

 
$


There were no transfers of assets between Level 3 and other levels of the fair value hierarchy during the years ended December 31, 2019 or December 31, 2018.

Changes in the fair value of available for sale debt securities are included in other comprehensive income.

Nonrecurring Basis

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:
Collateral Dependent Impaired Loans - Impaired loans that are deemed collateral dependent are valued based on the fair value of the collateral less estimated costs to sell. These estimates are based on the most recently available appraisals by qualified licensed appraisers with certain adjustment made based on the type of property, age of appraisal, current status of the property, and other related factors to estimate the current value of the collateral (Level 3).
Foreclosed Assets, Net - Foreclosed assets are measured at fair value less costs to sell. These estimates are based on the most recently available appraisals by qualified licensed appraisers with certain adjustment made based on the type of property, age of appraisal, current status of the property, and other related factors to estimate the current value of the collateral (Level 3).

99


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table discloses the Company’s estimated fair value amounts of its assets recorded at fair value on a nonrecurring basis:
 
Fair Value Measurement at December 31, 2019 Using
(in thousands)
Total
 
Level 1
 
Level 2
 
Level 3
Collateral dependent impaired loans
$
6,749

 
$

 
$

 
$
6,749

Foreclosed assets, net
3,706

 

 

 
3,706

 
Fair Value Measurement at December 31, 2018 Using
(in thousands)
Total
 
Level 1
 
Level 2
 
Level 3
Collateral dependent impaired loans
$
8,328

 
$

 
$

 
$
8,328

Foreclosed assets, net
535

 

 

 
535



The following presents the valuation technique(s), unobservable inputs, and quantitative information about the unobservable inputs used for fair value measurements of the financial instruments held by the Company at December 31, 2019, categorized within Level 3 of the fair value hierarchy:
 
Quantitative Information About Level 3 Fair Value Measurements
 
 
 
 
(dollars in thousands)
Fair Value at December 31, 2019
 
Fair Value at December 31, 2018
 
Valuation Techniques(s)
 
Unobservable Input
 
Range of Inputs
 
Weighted Average
Collateral dependent impaired loans
$
6,749

 
8,328

 
Fair value of collateral
 
Valuation adjustments
 
%
 
75
%
 
18
%
Foreclosed assets, net
$
3,706

 
535

 
Fair value of collateral
 
Valuation adjustments
 
5
%
 
46
%
 
10
%

Changes in assumptions or estimation methodologies may have a material effect on these estimated fair values.

Other Fair Value Methods

Cash and Cash Equivalents - The carrying amounts of these financial instruments approximate their fair values.

Loans Held for Sale - Loans held for sale are carried at the lower of cost or fair value, with fair value being based on binding contracts from third party investors (Level 2). The portfolio has historically consisted primarily of residential real estate loans.
Loans Held for Investment, Net - The estimated fair value of loans, net, was performed using the income approach, with the market approach used for certain nonperforming loans, resulting in a Level 3 fair value classification.
FHLB stock - Investments in FHLB stock are recorded at cost and measured for impairment quarterly. Ownership of FHLB stock is restricted to member banks and the securities do not have a readily determinable market value. Purchases and sales of these securities are at par value with the issuer. The fair value of investments in FHLB stock is equal to the carrying amount.


100


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The carrying amount and estimated fair value of financial instruments not carried at fair value, at December 31, 2019 and December 31, 2018 were as follows:
 
December 31, 2019
 
Carrying
Amount
 
Estimated
Fair Value
 
Level 1
 
Level 2
 
Level 3
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
73,484

 
$
73,484

 
$
73,484

 
$

 
$

Debt securities available for sale
785,977

 
785,977

 

 
785,977

 

Loans held for sale
5,400

 
5,476

 

 
5,476

 

Loans held for investment, net
3,422,187

 
3,427,952

 

 

 
3,427,952

Interest receivable
18,525

 
18,525

 

 
18,525

 

Federal Home Loan Bank stock
15,381

 
15,381

 

 
15,381

 

Derivative assets
1,848

 
1,848

 

 
1,848

 

Financial liabilities:
 
 
 
 
 
 
 
 
 
Non-interest bearing
662,209

 
662,209

 
662,209

 

 

Interest-bearing
3,066,446

 
3,066,427

 
2,113,000

 
953,427

 

Short-term borrowings
139,349

 
139,349

 
139,349

 

 

Finance leases payable
1,224

 
1,224

 

 
1,224

 

Federal Home Loan Bank borrowings
145,700

 
146,913

 

 
146,913

 

Junior subordinated notes issued to capital trusts
41,587

 
39,391

 

 
39,391

 

Subordinated debentures
10,899

 
11,083

 

 
11,083

 

Other long-term debt
32,250

 
32,250

 

 
32,250

 

Derivative liabilities
3,242

 
3,242

 

 
3,242

 

 
December 31, 2018
 
Carrying
Amount
 
Estimated
Fair Value
 
Level 1
 
Level 2
 
Level 3
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
45,480

 
$
45,480

 
$
45,480

 
$

 
$

Debt securities available for sale
414,101

 
414,101

 

 
414,101

 

Debt securities held to maturity
195,822

 
192,564

 

 
192,564

 

Loans held for sale
666

 
678

 

 
678

 

Loans held for investment, net
2,369,472

 
2,343,654

 

 

 
2,343,654

Interest receivable
14,736

 
14,736

 

 
14,736

 

Federal Home Loan Bank stock
14,678

 
14,678

 

 
14,678

 

Derivative assets
321

 
321

 

 
321

 

Financial liabilities:
 
 
 
 
 
 
 
 
 
Non-interest bearing
439,133

 
439,133

 
439,133

 

 

Interest-bearing
2,173,796

 
2,166,518

 
1,450,149

 
716,369

 

Short-term borrowings
131,422

 
131,422

 
131,422

 

 

Finance leases payable
1,338

 
1,338

 

 
1,338

 

Federal Home Loan Bank borrowings
136,000

 
134,995

 

 
134,995

 

Junior subordinated notes issued to capital trusts
23,888

 
21,215

 

 
21,215

 

Subordinated debentures

 

 

 

 

Other long-term debt
7,500

 
7,500

 

 
7,500

 

Derivative liabilities
667

 
667

 

 
667

 



Note 21.Revenue Recognition

Substantially all of the Company’s revenue is generated from contracts with customers. Noninterest revenue streams in-scope of Topic 606 are discussed below.


101


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Trust and Asset Management
Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time, and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. Optional services such as real estate sales and tax return preparation services are also available to existing trust and asset management customers. The Company’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.

Service Charges on Deposit Accounts
Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

Fees, Exchange, and Other Service Charges
Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees, merchant services income, and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Gains/Losses on Sales of Foreclosed Assets
Gain or loss from the sale of foreclosed assets occurs when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of foreclosed assets to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the foreclosed assets are derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present. Foreclosed asset sales for the years ended December 31, 2019 and December 31, 2018 were not financed by the Bank.

Other
Other noninterest income consists of other recurring revenue streams such as safe deposit box rental fees, and other miscellaneous revenue streams. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation.

Contract Balances
A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of December 31, 2019 and December 31, 2018, the Company did not have any significant contract balances.

Contract Acquisition Costs
In connection with the adoption of Topic 606, an entity is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of

102


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. Upon adoption of Topic 606, the Company did not capitalize any contract acquisition cost.

Note 22.Leases

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On January 1, 2019, the Company adopted FASB Topic 842. See Note 1 to the consolidated financial statements regarding transition guidance related to the new standard.

Substantially all of the leases in which the Company is the lessee are comprised of real estate property for branches and office space with terms extending through 2025. We do not have any subleased properties. Substantially all of our leases are classified as operating leases, and therefore, were previously not recognized on the Company’s consolidated balance sheets. Upon adoption of FASB Topic 842, the Company recognized a ROU asset on its balance sheet in the amount of $2.9 million, and a corresponding operating lease liability of $2.9 million. The Company has one existing finance lease (previously referred to as a capital lease) for a branch location with a lease term through 2025. As this lease was previously required to be recorded on the Company’s consolidated balance sheet, Topic 842 did not materially impact the accounting for this lease. The Company made a policy election to exclude the recognition requirements of Topic 842 to all classes of leases with original terms of 12 months or less. Instead, the short-term lease payments are recognized in income or expense on a straight-line basis over the lease term.

On May 1, 2019 the Company completed its merger with ATBancorp. In connection with the transaction, the Company obtained lease right-of-use assets totaling $1.3 million, and assumed lease liabilities totaling $2.2 million which are included in the following disclosures.

Supplemental balance sheet information related to leases was as follows:
 
 
 
December 31, 2019
 
 
 
(dollars in thousands)
Lease Right-of-Use Assets
 
Classification
 
Operating lease right-of-use assets
 
Other assets
$
4,499

Finance lease right-of-use asset
 
Premises and equipment, net
637

 
 
 
 
Lease Liabilities
 
 
 
Operating lease liability
 
Other liabilities
$
5,430

Finance lease liability
 
Long-term debt
1,225

 
 
 
 
Weighted-average remaining lease term
 
 
 
Operating leases
 
 
8.90 years

Finance lease
 
 
6.67 years

Weighted-average discount rate
 
 
 
Operating leases
 
 
3.78
%
Finance lease
 
 
8.89
%

The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was used. For the Company’s only finance lease, the Company utilized the rate implicit in the lease.


103


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table represents lease costs and other lease information. As the Company elected, for all classes of underlying assets, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities. Amounts for the years ended December 31, 2017 and 2018 are not included in the table below because the accounting standard was adopted as of January 1, 2019.
 
Years Ended December 31,
 
2019
 
2018
 
2017
Lease Costs
(in thousands)
Operating lease cost
$
1,068

 
$

 
$

Variable lease cost
148

 

 

Short-term lease cost

 

 

Interest on lease liabilities (1)
113

 

 

Amortization of right-of-use assets
96

 

 

Net lease cost
$
1,425

 
$

 
$

 
 
 
 
 
 
Other Information
 
 
 
 
 
Cash paid for amounts included in the measurement of lease liabilities:
 
 
 
 
 
Operating cash flows from operating leases
$
989

 
$

 
$

Operating cash flows from finance lease
113

 

 

Finance cash flows from finance lease
113

 

 

 
 
 
 
 
 
Right-of-use assets obtained in exchange for new operating lease liabilities
6,250

 

 

Right-of-use assets obtained in exchange for new finance lease liabilities

 

 

(1) Included in long-term debt interest expense in the Company’s consolidated statements of income. All other lease costs in this table are included in occupancy expense of premises, net.
Future minimum payments for finance leases and operating leases with initial or remaining terms of one year or more as of December 31, 2019 were as follows:
 
Finance Leases
 
Operating Leases
 
(in thousands)
Twelve Months Ended:
 
 
 
December 31, 2020
$
231

 
$
1,114

December 31, 2021
235

 
1,074

December 31, 2022
240

 
973

December 31, 2023
245

 
912

December 31, 2024
250

 
682

Thereafter
426

 
2,132

Total undiscounted lease payments
$
1,627

 
$
6,887

Amounts representing interest
(402
)
 
(1,457
)
Lease liability
$
1,225

 
$
5,430



Note 23.Operating Segments

The Company’s activities are considered to be a single industry segment for financial reporting purposes. The Company is engaged in the business of commercial and retail banking and investment management services with operations throughout central and eastern Iowa, the Minneapolis/St. Paul metropolitan area of Minnesota, Wisconsin, Florida, and Colorado. Substantially all income is derived from a diverse base of commercial, mortgage, and retail lending activities, and investments.


104


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 24.Parent Company Only Financial Information

The following are condensed balance sheets of MidWestOne Financial Group, Inc. as of December 31, 2019 and 2018 (parent company only):
 
As of December 31,
 
2019
 
2018
Balance Sheets
(in thousands)
Assets
 
 
 
Cash
$
10,661

 
$
9,611

Investment in subsidiaries
575,508

 
372,595

Income tax receivable
1,182

 
117

Deferred income taxes

 
44

Bank-owned life insurance
5,127

 
4,999

Other assets
2,256

 
1,482

Total assets
$
594,734

 
$
388,848

Liabilities and Shareholders’ Equity
 
 
 
Liabilities:
 
 
 
Long-term debt
$
84,736

 
$
31,388

Deferred income taxes
433

 

Other liabilities
583

 
393

Total liabilities
85,752

 
31,781

Shareholders’ equity:
 
 
 
Capital stock, preferred

 

Capital stock, common
16,581

 
12,463

Additional paid-in capital
297,390

 
187,813

Retained earnings
201,105

 
168,951

Treasury stock
(10,466
)
 
(6,499
)
Accumulated other comprehensive loss
4,372

 
(5,661
)
Total shareholders’ equity
508,982

 
357,067

Total liabilities and shareholders’ equity
$
594,734

 
$
388,848



The following are condensed statements of income of MidWestOne Financial Group, Inc. for the years ended December 31, 2019, 2018, and 2017 (parent company only):
 
Year Ended December 31,
 
2019
 
2018
 
2017
Statements of Income
(in thousands)
Dividends received from subsidiaries
$
15,000

 
$
25,017

 
$
6,500

Interest income and dividends on investment securities
84

 
43

 
47

Investment securities gains
47

 
(48
)
 

Interest on debt
(3,439
)
 
(1,596
)
 
(1,406
)
Bank-owned life insurance income
130

 
127

 
126

Income from MidWestOne Insurance Services, Inc.
943

 

 

Operating expenses
(4,130
)
 
(2,940
)
 
(2,281
)
Income before income taxes and equity in subsidiaries’ undistributed income
8,635

 
20,603

 
2,986

Income tax benefit
(1,394
)
 
(823
)
 
(1,137
)
Income before equity in subsidiaries’ undistributed income
10,029

 
21,426

 
4,123

Equity in subsidiaries’ undistributed income
33,601

 
8,925

 
14,576

Net income
$
43,630

 
$
30,351

 
$
18,699




105


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following are condensed statements of cash flows of MidWestOne Financial Group, Inc. for the years ended December 31, 2019, 2018, and 2017 (parent company only):
 
Year Ended December 31,
 
2019
 
2018
 
2017
Statements of Cash Flows
(in thousands)
Cash flows from operating activities:
 
 
 
 
 
Net income
$
43,630

 
$
30,351

 
$
18,699

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Undistributed income of subsidiaries, net of dividends and distributions
(33,601
)
 
(8,925
)
 
(14,576
)
Amortization
134

 
95

 
101

Increase (decrease) in deferred income taxes, net
(43
)
 
(42
)
 
(93
)
Stock-based compensation
1,156

 
1,030

 
868

Gain on sale of assets of MidWestOne Insurance Services, Inc.
(1,076
)
 

 

Increase in cash surrender value of bank-owned life insurance
(128
)
 
(127
)
 
(126
)
Change in:
 
 
 
 
 
Other assets
(403
)
 
(405
)
 
1,617

Other liabilities
(4
)
 
59

 
13

Net cash provided by operating activities
9,665

 
22,036

 
6,503

Cash flows from investing activities
 
 
 
 
 
Proceeds from sales of available for sale securities
43

 
1

 
1

Purchase of available for sale securities
(9
)
 
(10
)
 
(10
)
Proceeds from sale of assets of MidWestOne Insurance Services, Inc.
1,175

 

 

Cash and earnings transferred in dissolution of MidWestOne Insurance Services, Inc.
631

 

 

Net cash paid in business acquisition
(18,624
)
 

 

Investment in subsidiary

 

 
(16,200
)
Net cash used in investing activities
(16,784
)
 
(9
)
 
(16,209
)
Cash flows from financing activities:
 
 
 
 
 
Net increase (decrease) in:
 
 
 
 
 
Long-term debt
24,750

 
(5,000
)
 
(5,000
)
Proceeds from share-based award activity

 
137

 
100

Taxes paid relating to net share settlement of equity awards
(103
)
 
(89
)
 
(114
)
Dividends paid
(11,476
)
 
(9,535
)
 
(8,061
)
Issuance of common stock

 

 
25,688

Expenses incurred in stock issuance
(323
)
 

 
(1,328
)
Repurchase of common stock
(4,679
)
 
(2,129
)
 

Net cash provided by (used in) financing activities
8,169

 
(16,616
)
 
11,285

Net increase in cash
1,050

 
5,411

 
1,579

Cash Balance:
 
 
 
 
 
Beginning
9,611

 
4,200

 
2,621

Ending
$
10,661

 
$
9,611

 
$
4,200



Note 25.Subsequent Events

Management evaluated subsequent events through the date the consolidated financial statements were issued. Events or transactions occurring after December 31, 2019, but prior to the date the consolidated financial statements were issued, that provided additional evidence about conditions that existed at December 31, 2019 have been recognized in the consolidated financial statements for the period ended December 31, 2019. Events or transactions that provided evidence about conditions that did not exist at December 31, 2019, but arose before the consolidated financial statements were issued, have not been recognized in the consolidated financial statements for the period ended December 31, 2019.


106


MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On January 22, 2020, the board of directors of the Company declared a cash dividend of $0.22 per share payable on March 16, 2020 to shareholders of record as of the close of business on March 2, 2020.

Pursuant to the Company’s share repurchase program approved on August 20, 2019, the Company has purchased 38,746 shares of common stock subsequent to December 31, 2019 and through March 4, 2020 for a total cost of $1.2 million inclusive of transaction costs, leaving $7.8 million remaining available under the program.

Note 26.Quarterly Results of Operations (unaudited)
 
Three Months Ended
 
December 31
 
September 30
 
June 30
 
March 31
(in thousands, except per share amounts)
 
 
 
 
 
 
 
2019
 
 
 
 
 
 
 
Interest income
$
50,026

 
$
54,076

 
$
44,951

 
$
33,388

Interest expense
10,442

 
10,818

 
10,119

 
7,412

Net interest income
39,584

 
43,258

 
34,832

 
25,976

Provision for loan losses
604

 
4,264

 
696

 
1,594

Noninterest income
9,036

 
8,004

 
8,796

 
5,410

Noninterest expense
36,436

 
31,442

 
29,040

 
20,617

Income before income taxes
11,580

 
15,556

 
13,892

 
9,175

Income tax expense
(1,791
)
 
3,256

 
3,218

 
1,890

Net income
$
13,371

 
$
12,300

 
$
10,674

 
$
7,285

Net income per common share - basic
$
0.83

 
$
0.76

 
$
0.72

 
$
0.60

Net income per common share - diluted
$
0.83

 
$
0.76

 
$
0.72

 
$
0.60

2018
 
 
 
 
 
 
 
Interest income
$
33,224

 
$
32,210

 
$
31,822

 
$
30,853

Interest expense
6,671

 
6,099

 
5,392

 
4,679

Net interest income
26,553

 
26,111

 
26,430

 
26,174

Provision for loan losses
3,250

 
950

 
1,250

 
1,850

Noninterest income
5,796

 
6,045

 
5,693

 
5,681

Noninterest expense
19,779

 
22,622

 
20,586

 
20,228

Income before income taxes
9,320

 
8,584

 
10,287

 
9,777

Income tax expense
1,696

 
1,806

 
2,131

 
1,984

Net income
$
7,624

 
$
6,778

 
$
8,156

 
$
7,793

Net income per common share - basic
$
0.62

 
$
0.55

 
$
0.67

 
$
0.64

Net income per common share - diluted
$
0.62

 
$
0.55

 
$
0.67

 
$
0.64



ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.


107


ITEM 9A.
CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures
The Company’s management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2019.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2019 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance to the Company’s management and board of directors regarding the preparation of reliable published financial statements. Internal control over financial reporting includes self-monitoring mechanisms and taking action to correct deficiencies as they are identified. Because of inherent limitations in any system of internal control, no matter how well designed, misstatements due to error or fraud may occur and not be detected, including the possibility of the circumvention or overriding of controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, internal control effectiveness may vary over time.
Management excluded from its assessment the internal control over financial reporting of ATBancorp, which was acquired on May 1, 2019, until the accounting systems were converted on May 18, 2019 and July 13, 2019, and whose financial data constituted approximately 30% of total assets as of the date of acquisition.

Management assessed the Company’s internal control over financial reporting as of December 31, 2019. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Chief Executive Officer and Chief Financial Officer assert that the Company maintained effective internal control over financial reporting as of December 31, 2019 based on the specified criteria.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2019, has been audited by RSM US LLP, the independent registered public accounting firm who also has audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K. RSM US LLP’s report on the Company’s internal control over financial reporting appears on the following page.


108


Report of Independent Registered Public Accounting Firm
To the Shareholders and the
Board of Directors of MidWestOne Financial Group, Inc.


Opinion on the Internal Control Over Financial Reporting
We have audited MidWestOne Financial Group, Inc. and its subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of December 31, 2019 and 2018 and the consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes to the consolidated financial statements of the Company and our report dated March 6, 2020 expressed an unqualified opinion.
As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded ATBancorp from its assessment of internal control over financial reporting as of December 31, 2019, because it was acquired by the Company in a purchase business combination in the second quarter of 2019. We have also excluded ATBancorp from our audit of internal control over financial reporting. ATBancorp entities operated under separate accounting systems from May 1, 2019 (the date of acquisition) until the systems were converted on May 18, 2019 and July 13, 2019. ATBancorp total assets represented approximately 30% of consolidated assets as of the date of the merger.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Assessment of Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ RSM US LLP
Cedar Rapids, Iowa
March 6, 2020

109


ITEM 9B.
OTHER INFORMATION.
None.

PART III

ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information required by this Item 10 will be included in the Company’s Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders under the headings “Proposal 1: Election of Directors,” “Information About Nominees, Continuing Directors and Named Executive Officers,” “Corporate Governance and Board Matters,” “Section 16(a) Filings,” and “Shareholder Communications with the Board and Nomination and Proposal Procedures” and is incorporated herein by reference. The Definitive Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2019 fiscal year.

ITEM 11.
EXECUTIVE COMPENSATION.
The information required by this Item 11 will be included in the Company’s Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders under the headings “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation” and “Director Compensation” and is incorporated herein by reference. The Definitive Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2019 fiscal year.

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The information required by this Item 12 will be included in the Company’s Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” and is incorporated herein by reference. The Definitive Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2019 fiscal year.

ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information required by this Item 13 will be included in the Company’s Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders under the headings “Corporate Governance and Board Matters” and “Certain Relationships and Related-Person Transactions” and is incorporated herein by reference. The Definitive Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2019 fiscal year.

ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by this Item 14 will be included in the Company’s Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders under the caption “Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference. The Definitive Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2019 fiscal year.

PART IV

ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as part of this report:
(1) Financial Statements: The following consolidated financial statements of the registrant and its subsidiaries are filed as part of this document under “Item 8. Financial Statements and Supplementary Data.”
Consolidated Balance Sheets - December 31, 2019 and 2018
Consolidated Statements of Income - Years Ended December 31, 2019, 2018, and 2017
Consolidated Statements of Comprehensive Income - Years Ended December 31, 2019, 2018, and 2017
Consolidated Statements of Shareholders’ Equity - Years Ended December 31, 2019, 2018, and 2017
Consolidated Statements of Cash Flows - Years Ended December 31, 2019, 2018, and 2017
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
All schedules are omitted as such information is inapplicable or is included in the financial statements.

110



(3) Exhibits:
The exhibits are filed as part of this report and exhibits incorporated herein by reference to other documents are as follows:

Exhibit
 
 
 
 
Number
 
Description
 
Incorporated by Reference to:
2.1
 
Agreement and Plan of Merger, dated
 
Exhibit 2.1 to the Company’s Current Report on Form 8-K
 
 
August 21, 2018, between MidWestOne Financial
 
filed with the SEC on August 22, 2018
 
 
Group, Inc. and ATBancorp+
 
 
 
 
 
 
 
2.2
 
First Amendment to the Agreement and Plan of Merger,
 
Exhibit 2.2 to the Company’s Current Report on Form 8-K
 
 
dated April 30, 2019, between MidWestOne Financial
 
filed with the SEC on May 1, 2019
 
 
Group, Inc. and ATBancorp
 
 
 
 
 
 
 
3.1
 
Amended and Restated Articles of Incorporation of
 
Exhibit 3.3 to the Company’s Amendment No. 1 to
 
 
MidWestOne Financial Group, Inc. filed with the
 
Registration Statement on Form S-4 (File No. 333-147628)
 
 
Secretary of State of the State of Iowa on March 14, 2008
 
filed with the SEC on January 14, 2008
 
 
 
 
 
3.2
 
Articles of Amendment (First Amendment) to the
 
Exhibit 3.1 to the Company’s Current Report on Form 8-K
 
 
Amended and Restated Articles of Incorporation of
 
filed with the SEC on January 23, 2009
 
 
MidWestOne Financial Group, Inc. filed with the
 
 
 
 
Secretary of State of the State of Iowa on
 
 
 
 
January 23, 2009
 
 
 
 
 
 
 
3.3
 
Articles of Amendment (Second Amendment) to the
 
Exhibit 3.1 to the Company’s Current Report on Form 8-K
 
 
Amended and Restated Articles of Incorporation of
 
filed with the SEC on February 6, 2009
 
 
MidWestOne Financial Group, Inc. filed with the
 
 
 
 
Secretary of State of the State of Iowa on
 
 
 
 
February 4, 2009 (containing the Certificate of
 
 
 
 
Designations for the Company’s Fixed Rate
 
 
 
 
Cumulative Perpetual Preferred Stock, Series A)
 
 
 
 
 
 
 
3.4
 
Articles of Amendment (Third Amendment) to the
 
Exhibit 3.1 to the Company’s Form 10-Q for the quarter
 
 
Amended and Restated Articles of Incorporation of
 
ended March 31, 2017, filed with the SEC on May 4, 2017
 
 
MidWestOne Financial Group, Inc., filed with the Secretary
 
 
 
 
of State of the State of Iowa on April 21, 2017
 
 
 
 
 
 
 
3.5
 
Second Amended and Restated Bylaws of MidWestOne
 
Exhibit 3.1 to the Company’s Current Report on Form 8-K
 
 
Financial Group, Inc.
 
filed with the SEC on February 1, 2017
 
 
 
 
 
3.6
 
Amendment to Second Amended and Restated Bylaws of
 
Exhibit 3.1 to the Company’s Current Report on Form 8-K
 
 
MidWestOne Financial Group, Inc.
 
filed with the SEC on May 1, 2019

 
 
 
 
 
4.1
 
Reference is made to Exhibits 3.1 through 3.6 hereof
 
N/A
 
 
 
 
 
4.2
 
Description of the Company’s Securities Registered
 
Filed herewith
 
 
Pursuant to Section 12 of the Securities Exchange Act of
 
 
 
 
1934
 
 
 
 
 
 
 

111


Exhibit
 
 
 
 
Number
 
Description
 
Incorporated by Reference to:
 
MidWestOne Financial Group, Inc. Employee Stock
 
Filed herewith
 
 
Ownership Plan and Trust (Restated as of January 1,
 
 
 
 
2013)*
 
 
 
 
 
 
 
 
ISB Financial Corp. (now known as MidWestOne
 
Appendix F of the Joint Proxy Statement-Prospectus
 
 
Financial Group, Inc.) 2008 Equity Incentive Plan*
 
constituting part of the Company’s Amendment No. 2 to
 
 
 
 
Registration Statement on Form S-4 (File No. 333-147628)
 
 
 
 
filed with the SEC on January 22, 2008
 
 
 
 
 
 
MidWestOne Financial Group, Inc. 2017 Equity
 
Appendix A of the Company’s Definitive Proxy Statement on
 
 
Incentive Plan*
 
Schedule 14A filed with the SEC on March 10, 2017
 
 
 
 
 
 
Form of MidWestOne Financial Group, Inc. 2017 Equity
 
Exhibit 4.8 to the Company’s Registration Statement on Form
 
 
Incentive Plan Restricted Stock Unit Award Agreement*
 
S-8 (File No. 333-217718) filed with the SEC on May 5, 2017
 
 
 
 
 
 
Employment Agreement between MidWestOne Financial
 
Exhibit 10.1 to the Company’s Current Report on
 
 
Group, Inc. and Charles N. Funk, dated October 18, 2017*
 
Form 8-K filed with the SEC on October 18, 2017
 
 
 
 
 
 
Supplemental Retirement Agreement between Iowa State
 
Exhibit 10.13 of the Company’s Registration Statement on
 
 
Bank & Trust Company (now known as MidWestOne
 
Form S-4 (File No. 333-147628) filed with the SEC on
 
 
Bank) and Charles N. Funk, dated November 1, 2001*
 
November 27, 2007
 
 
 
 
 
 
Employment Agreement between MidWestOne Financial
 
Exhibit 10.5 to the Company’s Current Report on
 
 
Group, Inc. and James M. Cantrell, dated October 18,
 
Form 8-K filed with the SEC on October 18, 2017
 
 
2017*
 
 
 
 
 
 
 
 
Credit Agreement by and between MidWestOne
 
Exhibit 10.1 to the Company’s Form 10-Q for the quarter
 
 
Financial Group, Inc. and U.S. Bank National Association
 
ended June 30, 2015 filed with the SEC on August 10, 2015
 
 
dated April 30, 2015
 
 
 
 
 
 
 
 
Fourth Amendment to the Credit Agreement by and
 
Filed herewith
 
 
between MidWestOne Financial Group, Inc. and U.S. Bank
 
 
 
 
National Association dated April 29, 2019
 
 
 
 
 
 
 
 
Employment Agreement between MidWestOne Financial
 
Exhibit 10.1 to the Company’s Current Report on
 
 
Group, Inc. and Barry S. Ray, effective June 4, 2018*
 
Form 8-K filed with the SEC on May 4, 2018
 
 
 
 
 
 
Employment Agreement between MidWestOne Financial
 
Exhibit 10.1 to the Company’s Current Report on
 
 
Group, Inc. and Gary L. Sims, effective June 25, 2018*
 
Form 8-K filed with the SEC on June 11, 2018
 
 
 
 
 
 
Change of Control Agreement between MidWestOne
 
Exhibit 10.23 to the Company’s Annual Report on Form 10-K
 
 
Financial Group, Inc. and David Lindstrom, effective
 
filed with the SEC on March 8, 2019
 
 
February 21, 2018*
 
 
 
 
 
 
 
 
Change of Control Agreement between MidWestOne
 
Filed herewith
 
 
Financial Group, Inc. and Greg Turner, effective
 
 
 
 
October 13, 2017*
 
 
 
 
 
 
 
 
Subsidiaries of MidWestOne Financial Group, Inc.
 
Filed herewith
 
 
 
 
 

112


Exhibit
 
 
 
 
Number
 
Description
 
Incorporated by Reference to:
 
 
 
 
 
 
Consent of RSM US LLP
 
Filed herewith
 
 
 
 
 
 
Certification of Chief Executive Officer pursuant to
 
Filed herewith
 
 
Rule 13a-14(a) and Rule 15d-14(a)
 
 
 
 
 
 
 
 
Certification of Chief Financial Officer pursuant to
 
Filed herewith
 
 
Rule 13a-14(a) and Rule 15d-14(a)
 
 
 
 
 
 
 
 
Certification of Chief Executive Officer pursuant to
 
Filed herewith
 
 
18 U.S.C. Section 1350, as adopted pursuant to
 
 
 
 
Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
 
 
Certification of Chief Financial Officer pursuant to
 
Filed herewith
 
 
18 U.S.C. Section 1350, as adopted pursuant to
 
 
 
 
Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
Filed herewith
 
 
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
Filed herewith
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase
 
Filed herewith
 
 
Document
 
 
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
Filed herewith
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase
 
Filed herewith
 
 
Document
 
 
 
 
 
 
 
101.INS
 
The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
 
Filed herewith
 
 
 
 
 
104
 
Cover Page Interactive Data File (formatted inline XBRL and contained in Exhibit 101)
 
Filed herewith
 
 
 
 
 
 
 
 
 
 
+ Schedules and/or exhibits to the Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish
a copy of any omitted schedule or exhibit to the SEC upon request.
* Indicates management contract or compensatory plan or arrangement.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

ITEM 16.
FORM 10-K SUMMARY.
None.

113


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
MIDWESTONE FINANCIAL GROUP, INC.
 
 
 
 
 
 
Dated:
March 6, 2020
By:
 
/s/ CHARLES N. FUNK
 
 
 
 
 
Charles N. Funk
 
 
 
 
 
President and Chief Executive Officer
 
 
 
 
(Principal Executive Officer)
 
 
 
 
 
 
 
 
 
By:
 
/s/ BARRY S. RAY
 
 
 
 
 
Barry S. Ray
 
 
 
 
 
Senior Executive Vice President and Chief Financial
 
 
 
 
Officer (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
 
Title
 
Date
 
 
 
 
 
/s/ CHARLES N. FUNK
 
President and Chief Executive Officer;
 
March 6, 2020
Charles N. Funk
 
Director (Principal Executive Officer)
 
 
 
 
 
 
 
 
 
Senior Executive Vice President
 
 
/s/ BARRY S. RAY
 
and Chief Financial Officer
 
March 6, 2020
Barry S. Ray
 
(Principal Financial and Accounting
 
 
 
 
Officer)
 
 
 
 
 
 
 
/s/ KEVIN W. MONSON
 
Chairman of the Board
 
March 6, 2020
Kevin W. Monson
 
 
 
 
 
 
 
 
 
/s/ LARRY D. ALBERT
 
Director
 
March 6, 2020
Larry D. Albert
 
 
 
 
 
 
 
 
 
/s/ RICHARD R. DONOHUE
 
Director
 
March 6, 2020
Richard R. Donohue
 
 
 
 
 
 
 
 
 
/s/ JANET E. GODWIN
 
Director
 
March 6, 2020
Janet E. Godwin
 
 
 
 
 
 
 
 
 
/s/ DOUGLAS H. GREEFF
 
Director
 
March 6, 2020
Douglas H. Greeff
 
 
 
 
 
 
 
 
 
/s/ RICHARD J. HARTIG
 
Director
 
March 6, 2020
Richard J. Hartig
 
 
 
 
 
 
 
 
 
/s/ JENNIFER L. HAUSCHILDT
 
Director
 
March 6, 2020
Jennifer L. Hauschildt
 
 
 
 

114

Table of Contents

 
 
 
 
 
/s/ MATTHEW J. HAYEK
 
Director
 
March 6, 2020
Matthew J. Hayek
 
 
 
 
 
 
 
 
 
/s/ NATHANIEL J. KAEDING
 
Director
 
March 6, 2020
Nathaniel J. Kaeding
 
 
 
 
 
 
 
 
 
/s/ TRACY S. MCCORMICK
 
Director
 
March 6, 2020
Tracy S. McCormick
 
 
 
 
 
 
 
 
 
/s/ RUTH E. STANOCH
 
Director
 
March 6, 2020
Ruth E. Stanoch
 
 
 
 
 
 
 
 
 
/s/ DOUGLAS K. TRUE
 
Director
 
March 6, 2020
Douglas K. True
 
 
 
 
 
 
 
 
 
/s/ KURT R. WEISE
 
Director
 
March 6, 2020
Kurt R. Weise
 
 
 
 
 
 
 
 
 



115
Exhibit 4.2

DESCRIPTION OF THE COMPANY’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934

The following description of the material terms of the common stock of MidWestOne Financial Group, Inc. (the “Company,” which is also referred to herein as “we,” “our” or “us”) is only a summary. This summary does not purport to be a complete description of the terms and conditions of the Company’s common stock in all respects and is subject to and qualified in its entirety by reference to the Company’s Amended and Restated Articles of Incorporation, as amended by the first, second and third amendments thereto (“Articles of Incorporation”) and the Company’s Second Amended and Restated Bylaws, as amended (“Bylaws”), each of which are filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part, as well as the Iowa Business Corporation Act, as amended (the “IBCA”), and any other documents referenced in the summary and from which the summary is derived.
Description of Capital Stock
General
Our Articles of Incorporation provide that we are authorized to issue, without shareholder action, a total of 30,000,000 shares of common stock, par value $1.00 per share, and 500,000 shares of preferred stock, no par value per share. The preferred stock may be issued in one or more series and with such terms and conditions, at such times and for such consideration as our board of directors may determine.
Common Stock
General. Under our Articles of Incorporation, we have the authority to issue 30,000,000 shares of our common stock, par value $1.00 per share. Our common stock is listed for trading on the Nasdaq Global Select Market under the symbol “MOFG.”
Each share of our common stock has the same relative rights and is identical in all respects to every other share of our common stock. Our shares of common stock are neither redeemable nor convertible, and the holders thereof have no preemptive or subscription rights to purchase any of our securities.
Voting Rights. Each outstanding share of our common stock is entitled to one vote on all matters submitted to a vote of shareholders. There is no cumulative voting in the election of directors. The board of directors is classified into three classes, with approximately one-third of the directors up for election each year.
Liquidation Rights. Upon our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive, pro rata, our assets which are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of preferred stock then outstanding.
Dividends Payable on Shares of Common Stock. In general, the holders of outstanding shares of our common stock are entitled to receive dividends out of assets legally available therefor at such times and in such amounts as our board of directors may from time to time determine. The ability of our board of directors to declare and pay dividends on our common stock may be affected by both general corporate law considerations and policies of the Board of Governors of the Federal Reserve applicable to bank holding companies.
Anti-Takeover Provisions.
General. Our Articles of Incorporation and Bylaws may have the effect of discouraging, delaying or preventing a change in control or an unsolicited acquisition proposal that a shareholder might consider favorable, including a proposal that might result in the payment of a premium over the market price for the shares held by shareholders. These provisions are summarized in the following paragraphs.



Exhibit 4.2

Authorized Shares of Capital Stock. Authorized but unissued shares of our common stock and preferred stock under our Articles of Incorporation could (within the limits imposed by applicable law and Nasdaq Marketplace Rules) be issued in one or more transactions that could make a change of control of us more difficult, and therefore more unlikely. The additional authorized shares could be used to discourage persons from attempting to gain control of us by diluting the voting power of shares then outstanding or increasing the voting power of persons who would support the board of directors in a potential takeover situation, including by preventing or delaying a proposed business combination that is opposed by the board of directors although perceived to be desirable by some shareholders.
Limitations on Right to Call Special Meetings; Shareholder Proposal Notice Requirements. Under our Bylaws, a special meeting of our shareholders may be called only by: (i) the Chairman of our board of directors, our Chief Executive Officer or our President; or (ii) in accordance with Section 490.702 of the IBCA which requires written demand by shareholders owning at least 10% of the total voting power of the outstanding stock entitled to vote on the issue proposed to be considered at the special meeting. Additionally, our Bylaws require that shareholder proposals meet certain advanced notice and minimum informational requirements. These provisions could have the effect of delaying until the next annual shareholders’ meeting shareholder actions which are favored by the holders of a majority of our outstanding voting securities.
State Anti-Takeover Laws. The IBCA contains an anti-takeover provision referred to as the “business combinations with interested shareholders” provision. This provision prevents a corporation from engaging in any business combination with an “interested shareholder” (as defined in the IBCA) for a period of three years following the time that the shareholder became an interested shareholder, unless one of the following conditions applies: (i) prior to the time that the shareholder became an interested shareholder, the board of directors of the corporation approved either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder; (ii) upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or (iii) at or subsequent to the time the shareholder became an interested shareholder, the business combination is approved by the board of directors and authorized at an annual or special meeting of shareholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested shareholder.
The Bank Holding Company Act of 1956. The ability of a third party to acquire our stock is also limited under applicable U.S. banking laws, including regulatory approval requirements. The Bank Holding Company Act of 1956, as amended, requires any “bank holding company” to obtain the approval of the Federal Reserve before acquiring, directly or indirectly, more than 5% of our outstanding common stock. Federal law also prohibits any person or company from acquiring “control” of an FDIC-insured depository institution or its holding company without prior notice to the appropriate federal bank regulator. “Control” is conclusively presumed to exist upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company, but may arise under certain circumstances between 10% and 24.99% ownership.




MIDWESTONE FINANCIAL GROUP, INC. EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST


 
TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II ADMINISTRATION 2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER .......................................15 2.2 DESIGNATION OF ADMINISTRATIVE AUTHORITY .............................................16 2.3 ALLOCATION AND DELEGATION OF RESPONSIBILITIES ..................................16 2.4 POWERS AND DUTIES OF THE ADMINISTRATOR ................................................16 2.5 RECORDS AND REPORTS............................................................................................17 2.6 APPOINTMENT OF ADVISERS ...................................................................................17 2.7 PAYMENT OF EXPENSES ............................................................................................18 2.8 CLAIMS PROCEDURE ..................................................................................................18 2.9 CLAIMS REVIEW PROCEDURE ..................................................................................18 ARTICLE III ELIGIBILITY 3.1 CONDITIONS OF ELIGIBILITY ...................................................................................19 3.2 EFFECTIVE DATE OF PARTICIPATION ....................................................................19 3.3 DETERMINATION OF ELIGIBILITY ..........................................................................19 3.4 TERMINATION OF ELIGIBILITY ................................................................................20 3.5 REHIRED EMPLOYEES AND BREAKS IN SERVICE ...............................................20 ARTICLE IV CONTRIBUTION AND ALLOCATION 4.1 FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION............................21 4.2 TIME OF PAYMENT OF EMPLOYER CONTRIBUTION ..........................................21 4.3 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS ................21 4.4 MAXIMUM ANNUAL ADDITIONS .............................................................................24 4.5 DIRECTED INVESTMENT ACCOUNT........................................................................26 4.6 QUALIFIED MILITARY SERVICE ...............................................................................27 ARTICLE V FUNDING AND INVESTMENT POLICY 5.1 INVESTMENT POLICY .................................................................................................27


 
5.2 TRANSACTIONS INVOLVING COMPANY STOCK ..................................................28 ARTICLE VI VALUATIONS 6.1 VALUATION OF THE TRUST FUND ..........................................................................29 6.2 METHOD OF VALUATION ..........................................................................................29 ARTICLE VII DETERMINATION AND DISTRIBUTION OF BENEFITS 7.1 DETERMINATION OF BENEFITS UPON RETIREMENT .........................................30 7.2 DETERMINATION OF BENEFITS UPON DEATH .....................................................30 7.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY ..............................32 7.4 DETERMINATION OF BENEFITS UPON TERMINATION .......................................32 7.5 DISTRIBUTION OF BENEFITS ....................................................................................34 7.6 HOW PLAN BENEFIT WILL BE DISTRIBUTED .........................................................36 7.7 REQUIRED MINIMUM DISTRIBUTIONS ....................................................................37 7.8 DISTRIBUTION FOR MINOR OR INCOMPETENT INDIVIDUAL ............................42 7.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN.............................42 7.10 NONTERMINABLE PROTECTIONS AND RIGHTS ....................................................43 7.11 PRE-RETIREMENT DISTRIBUTION ...........................................................................43 7.12 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION .............................43 7.13 DIRECT ROLLOVER .....................................................................................................44 7.14 CORRECTIVE DISTRIBUTIONS ..................................................................................46 ARTICLE VIII TRUSTEE 8.1 BASIC RESPONSIBILITIES OF THE TRUSTEE .........................................................46 8.2 INVESTMENT POWERS AND DUTIES OF THE TRUSTEE .....................................47 8.3 OTHER POWERS OF THE TRUSTEE ..........................................................................48 8.4 VOTING COMPANY STOCK ........................................................................................50 8.5 DUTIES OF THE TRUSTEE REGARDING PAYMENTS ...........................................51 8.6 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES ...............................51 8.7 ANNUAL REPORT OF THE TRUSTEE........................................................................51 8.8 AUDIT ..............................................................................................................................52 8.9 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE ..............................52


 
8.10 TRANSFER OF INTEREST ............................................................................................53 8.11 TRUSTEE INDEMNIFICATION ....................................................................................53 ARTICLE IX AMENDMENT, TERMINATION AND MERGERS 9.1 AMENDMENT ................................................................................................................53 9.2 TERMINATION ..............................................................................................................54 9.3 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS .....................................54 ARTICLE X TOP HEAVY 10.1 TOP HEAVY PLAN REQUIREMENTS ........................................................................55 10.2 DETERMINATION OF TOP HEAVY STATUS ...........................................................55 ARTICLE XI MISCELLANEOUS 11.1 PARTICIPANT'S RIGHTS ..............................................................................................58 11.2 ALIENATION ..................................................................................................................58 11.3 CONSTRUCTION OF PLAN ..........................................................................................59 11.4 GENDER AND NUMBER ..............................................................................................59 11.5 LEGAL ACTION .............................................................................................................59 11.6 PROHIBITION AGAINST DIVERSION OF FUNDS ...................................................59 11.7 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE.........................................60 11.8 INSURER'S PROTECTIVE CLAUSE ............................................................................60 11.9 RECEIPT AND RELEASE FOR PAYMENTS ..............................................................60 11.10 ACTION BY THE EMPLOYER .....................................................................................60 11.11 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY ......................60 11.12 HEADINGS ......................................................................................................................61 11.13 ELECTRONIC MEDIA ...................................................................................................61 11.14 PLAN CORRECTION .....................................................................................................61 11.15 APPROVAL BY INTERNAL REVENUE SERVICE ....................................................62 11.16 UNIFORMITY .................................................................................................................62 11.17 SECURITIES AND EXCHANGE COMMISSION APPROVAL ....................................62


 
ARTICLE XII PARTICIPATING EMPLOYERS 12.1 ADOPTION BY OTHER EMPLOYERS ........................................................................62 12.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS .............................................62 12.3 DESIGNATION OF AGENT ..........................................................................................63 12.4 EMPLOYEE TRANSFERS .............................................................................................63 12.5 PARTICIPATING EMPLOYER CONTRIBUTION AND FORFEITURES .................63 12.6 AMENDMENT ................................................................................................................63 12.7 DISCONTINUANCE OF PARTICIPATION..................................................................64 12.8 ADMINISTRATOR'S AUTHORITY ..............................................................................64


 


 
1.4 "Aggregate Account" means, with respect to each Participant, the value of all accounts maintained on behalf of a Participant, whether attributable to Employer or Employee contributions, subject to the provisions of Section 10.2. 1.5 "Anniversary Date" means the last day of the Plan Year. 1.6 "Beneficiary" means the person (or entity) to whom the share of a deceased Participant's interest in the Plan is payable. 1.7 "Code" means the Internal Revenue Code of 1986, as amended or replaced from time to time. 1.8 "Company Stock" means common stock issued by the Employer (or by a corporation which is a member of the controlled group of corporations of which the Employer is a member) which is readily tradable on an established securities market. If there is no common stock which meets the foregoing requirement, the term "Company Stock" means common stock issued by the Employer (or by a corporation which is a member of the same controlled group) having a combination of voting power and dividend rights equal to or in excess of: (A) that class of common stock of the Employer (or of any other such corporation) having the greatest voting power, and (B) that class of common stock of the Employer (or of any other such corporation) having the greatest dividend rights. Noncallable preferred stock shall be deemed to be "Company Stock" if such stock is convertible at any time into stock which constitutes "Company Stock" hereunder and if such conversion is at a conversion price which (as of the date of the acquisition by the Trust) is reasonable. For purposes of the preceding sentence, pursuant to Regulations, preferred stock shall be treated as noncallable if after the call there will be a reasonable opportunity for a conversion which meets the requirements of the preceding sentence. 1.9 "Company Stock Account" means the account of a Participant which is credited with the shares of Company Stock purchased and paid for by the Trust Fund or contributed to the Trust Fund. A separate accounting shall be maintained with respect to that portion of the Company Stock Account attributable to a Participant's or the Participant's Beneficiary's election pursuant to Section 7.5(c)(3) to reinvest cash dividends in Company Stock. Any such Company Stock allocated to the Company Stock Account shall be fully Vested at all times and shall not be subject to Forfeiture for any reason. 1.10 "Compensation" means, with respect to any Participant and except as otherwise provided herein, such Participant's wages, salaries, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan as described in Regulation 1.62-2(c)) for a Plan Year (the "determination period"). Compensation shall exclude (a)(1) contributions made by the Employer to a plan of deferred compensation to the extent that the contributions are not includible in the gross income of the Participant for the taxable year in which contributed, (2) Employer contributions made on behalf of an Employee to a simplified employee pension plan described in Code Section 408(k) to the extent such contributions are excludable from the Employee's gross income, (3) any distributions from a plan of deferred compensation; (b) amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of 2


 
forfeiture; (c) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and (d) other amounts which receive special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of any annuity contract described in Code Section 403(b) (whether or not the contributions are actually excludable from the gross income of the Employee). For purposes of this Section, the determination of Compensation shall be made by: (a) excluding (even if includible in gross income) reimbursements or other expense allowances, fringe benefits (cash or noncash), moving expenses, deferred compensation, and welfare benefits. (b) including amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the gross income of the Participant under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions. For this purpose, amounts not includible in gross income under Code Section 125 shall be deemed to include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that the Participant has other health coverage, provided the Employer does not request or collect information regarding the Participant's other health coverage as part of the enrollment process for the health plan. (c) excluding pre-participation Compensation paid during the Plan Year while not a Participant in the component of the Plan for which Compensation is being used. (d) including Military Differential Pay effective for Plan Years beginning after December 31, 2008. (e) effective for Plan Years beginning on and after July 1, 2007, making the following adjustments for amounts that are paid after the Participant's severance from employment with the Employer. Any other payment of compensation paid after severance of employment that is not described in the following types of compensation is not Compensation. (1) Compensation shall include regular pay after severance of employment if: (i) The payment is regular compensation for services during the Participant's regular working hours, or compensation for services outside the Participant's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and 3


 
(ii) The payment would have been paid to the Participant prior to a severance from employment if the Participant had continued in employment with the Employer, and (iii) The payment is made by the later of 2 1/2 months after a Participant's severance from employment with the Employer or the end of the Limitation Year that includes the date of the Participant's severance from employment with the Employer. (2) Leave cash-outs shall be included in Compensation if those amounts would have been included in the definition of Compensation if they were paid prior to the Participant's severance from employment with the Employer, and the amounts are for unused accrued bona fide sick, vacation, or other leave, but only if the Participant would have been able to use the leave if employment had continued, and such payment is made by the later of 2 1/2 months after a Participant's severance from employment with the Employer or the end of the Limitation Year that includes the date of the Participant's severance from employment with the Employer. (3) Deferred compensation shall be included in Compensation if those amounts would have been included in the definition of Compensation if they were paid prior to the Participant's severance from employment with the Employer maintaining the Plan, and the amounts are received pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid if the Participant had continued in employment with the Employer and only to the extent that the payment is includible in the Participant's gross income, and such payment is made by the later of 2 1/2 months after a Participant's severance from employment with the Employer or the end of the Limitation Year that includes the date of the Participant's severance from employment with the Employer. Compensation in excess of $200,000 (or such other amount provided in the Code) shall be disregarded. Such amount shall be adjusted for increases in the cost of living in accordance with Code Section 401(a)(17)(B), except that the dollar increase in effect on January 1 of any calendar year shall be effective for the Plan Year beginning with or within such calendar year. For any "determination period" of less than twelve (12) months, the Compensation limit shall be an amount equal to the Compensation limit for the calendar year in which the "determination period" begins multiplied by the ratio obtained by dividing the number of full months in the short "determination period" by twelve (12). A "determination period" is not less than twelve (12) months solely because a Participant's Compensation does not include Compensation paid during a determination period while the Participant was not a Participant in the Plan (or a component of the Plan). If any Employees are excluded from the Plan (or from any component of the Plan), then Compensation for any such Employees who become eligible or cease to be eligible to participate in the Plan (or in the component of the Plan) during a Plan Year shall only include Compensation while such Employees are Eligible Employees of the Plan (or of such component of the Plan). 4


 
For purposes of this Section, if the Plan is a plan described in Code Section 413(c) or 414(f) (a plan maintained by more than one Employer), the limitation applies separately with respect to the Compensation of any Participant from each Employer maintaining the Plan. If, in connection with the adoption of any amendment, the definition of Compensation has been modified, then, except as otherwise provided herein, for Plan Years prior to the Plan Year which includes the adoption date of such amendment, Compensation means compensation determined pursuant to the terms of the Plan then in effect. 1.11 "Contract" or "Policy" means any life insurance policy, retirement income policy or annuity policy (group or individual) issued pursuant to the terms of the Plan. In the event of any conflict between the terms of this Plan and the terms of any contract purchased hereunder, the Plan provisions shall control. 1.12 "Distribution Calendar Year" means a calendar year for which a minimum distribution pursuant to Section 7.7 is required. For distributions beginning before the Participant's death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant's required beginning date under Section 7.7. For distributions beginning after the Participant's death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Section 7.7. The required minimum distribution for the Participant's first Distribution Calendar Year will be made on or before the Participant's required beginning date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant's required beginning date occurs, will be made on or before December 31st of that Distribution Calendar Year. 1.13 "Early Retirement Date." This Plan does not provide for a retirement date prior to Normal Retirement Date. 1.14 "Eligible Employee" means any Employee, except as provided below. The following Employees shall not be eligible to participate in this Plan: (a) Employees of Affiliated Employers, unless such Affiliated Employers have specifically adopted this Plan in writing. (b) Individuals who are not reported on the payroll records of the Employer as common law employees. In particular, it is expressly intended that individuals who are not treated as common law employees by the Employer on its payroll records, or partners or other Self-Employed Individuals who are treated as independent contractors, are not Eligible Employees and are excluded from Plan participation even if a court or administrative agency determines that such individuals are common law employees and not independent contractors. (c) Employees who are Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2). (d) Employees who are nonresident aliens (within the meaning of Code Section 7701(b)(1)(B)) and who receive no earned income (within the 5


 
meaning of Code Section 911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)). 1.15 "Employee" means any person who is employed by the Employer or Affiliated Employer. Employee shall include Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a plan described in Code Section 414(n)(5) and such Leased Employees do not constitute more than 20% of the recipient's non-highly compensated work force. 1.16 "Employer" means MidWestOne Financial Group, Inc. and any successor which shall maintain this Plan; and any predecessor which has maintained this Plan. The Employer is a "C" corporation with principal offices in the State of Iowa. In addition, where appropriate, the term Employer shall include any Participating Employer (as defined in Section 12.1) which shall adopt this Plan. 1.17 "ESOP" means an employee stock ownership plan that meets the requirements of Code Section 4975(e)(7) and Regulation 54.4975-11. 1.18 "Fiduciary" means any person who (a) exercises any discretionary authority or discretionary control respecting management of the Plan or exercises any authority or control respecting management or disposition of its assets, (b) renders investment advice for a fee or other compensation, direct or indirect, with respect to any monies or other property of the Plan or has any authority or responsibility to do so, or (c) has any discretionary authority or discretionary responsibility in the administration of the Plan. 1.19 "Fiscal Year" means the Employer's accounting year of 12 months commencing on January 1 of each year and ending the following December 31. 1.20 "Forfeiture" means that portion of a Participant's Account that is not Vested, and occurs on the earlier of: (a) the distribution of the entire Vested portion of the Participant's Account of a Former Participant who has severed employment with the Employer. For purposes of this provision, if the Former Participant has a Vested benefit of zero, then such Former Participant shall be deemed to have received a distribution of such Vested benefit as of the year in which the severance of employment occurs, or (b) the last day of the Plan Year in which a Former Participant who has severed employment with the Employer incurs five (5) consecutive 1-Year Breaks in Service. Regardless of the preceding provisions, if a Former Participant is eligible to share in the allocation of Employer contributions or Forfeitures in the year in which the Forfeiture would otherwise occur, then the Forfeiture will not occur until the end of the first Plan Year for which the Former Participant is not eligible to share in the allocation of Employer contributions or Forfeitures. Furthermore, the term "Forfeiture" shall also include amounts deemed to be Forfeitures pursuant to any other provision of this Plan. 6


 
1.21 "Former Participant" means a person who has been a Participant, but who has ceased to be a Participant for any reason. 1.22 "415 Compensation" with respect to any Participant means such Participant's wages, salaries, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan to the extent that the amounts are includible in gross income (including, but not limited to, amounts would have been received and includible in gross income but for an election under Code Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b)), plus Military Differential Pay, for Limitation Years beginning on or after January 1, 2009, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan (as described in Regulation 1.62-2(c)) for a Plan Year. "415 Compensation" shall exclude (a)(1) contributions made by the Employer to a plan of deferred compensation to the extent that, the contributions are not includible in the gross income of the Participant for the taxable year in which contributed, (2) Employer contributions made on behalf of an Employee to a simplified employee pension plan described in Code Section 408(k) to the extent such contributions are excludable from the Employee's gross income, (3) any distributions from a plan of deferred compensation; (b) amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; (c) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and (d) other amounts which receive special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of any annuity contract described in Code Section 403(b) (whether or not the contributions are actually excludable from the gross income of the Employee). Notwithstanding the above, the determination of 415 Compensation shall be made by: (a) including amounts not includible in gross income under Code Section 125 shall be deemed to include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that the Participant has other health coverage, provided the Employer does not request or collect information regarding the Participant's other health coverage as part of the enrollment process for the health plan. (b) effective for Limitation Years beginning on and after July 1, 2007, making the following adjustments for amounts that are paid after the Participant's severance from employment with the Employer. Any other payment of compensation paid after severance of employment that is not described in the following types of compensation is not considered compensation within the meaning of Code Section 415(c)(3), even if payment is made within the time period specified above. 7


 
(1) 415 Compensation shall include regular pay after severance of employment if: (i) The payment is regular compensation for services during the Participant's regular working hours, or compensation for services outside the Participant's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and (ii) The payment would have been paid to the Participant prior to a severance from employment if the Participant had continued in employment with the Employer, and (iii) The payment is made by the later of 2 1/2 months after a Participant's severance from employment with the Employer or the end of the Limitation Year that includes the date of the Participant's severance from employment with the Employer. (2) Leave cash-outs shall be included in 415 Compensation if those amounts would have been included in the definition of 415 Compensation if they were paid prior to the Participant's severance from employment with the Employer and the amounts are for unused accrued bona fide sick, vacation, or other leave, but only if the Participant would have been able to use the leave if employment had continued, and such amounts are paid by the later of 2 1/2 months after a Participant's severance from employment with the Employer or the end of the Limitation Year that includes the date of the Participant's severance from employment with the Employer, and represents. (3) Deferred compensation shall be included in 415 Compensation if those amounts would have been included in the definition of 415 Compensation if they were paid prior to the Participant's severance from employment with the Employer maintaining the Plan and the amounts are received pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid if the Participant had continued in employment with the Employer and only to the extent that the payment is includible in the Participant's gross income, and such payment is made by the later of 2 1/2 months after a Participant's severance from employment with the Employer or the end of the Limitation Year that includes the date of the Participant's severance from employment with the Employer. 1.23 "Highly Compensated Employee" means an Employee described in Code Section 414(q) and the Regulations thereunder, and generally means any Employee who: (a) was a "five percent owner" as defined in Section 1.27(b) at any time during the "determination year" or the "look-back year"; or 8


 
(b) for the "look-back year" had "415 Compensation" from the Employer in excess of $80,000. The $80,000 amount is adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period is the calendar quarter ending September 30, 1996. The "determination year" means the Plan Year for which testing is being performed, and the "look back year" means the immediately preceding twelve (12) month period. A highly compensated former Employee is based on the rules applicable to determining Highly Compensated Employee status as in effect for the "determination year," in accordance with Regulation 1.414(q)-1T, A-4 and IRS Notice 97-45 (or any superseding guidance). In determining who is a Highly Compensated Employee, Employees who are non-resident aliens and who received no earned income (within the meaning of Code Section 911(d)(2)) from the Employer constituting United States source income within the meaning of Code Section 861(a)(3) shall not be treated as Employees. If a Nonresident Alien Employee has U.S. source income, that Employee is treated as satisfying this definition if all of such Employee's U.S. source income from the Employer is exempt from U.S. income tax under an applicable income tax treaty. Additionally, all Affiliated Employers shall be taken into account as a single employer and Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased Employees are covered by a plan described in Code Section 414(n)(5) and are not covered in any qualified plan maintained by the Employer. The exclusion of Leased Employees for this purpose shall be applied on a uniform and consistent basis for all of the Employer's retirement plans. Highly Compensated Former Employees shall be treated as Highly Compensated Employees without regard to whether they performed services during the "determination year." 1.24 "Highly Compensated Participant" means any Highly Compensated Employee who is eligible to participate in the component of the Plan being tested. 1.25 "Hour of Service" means (1) each hour for which an Employee is directly or indirectly compensated or entitled to compensation by the Employer for the performance of duties (these hours will be credited to the Employee for the computation period in which the duties are performed); (2) each hour for which an Employee is directly or indirectly compensated or entitled to compensation by the Employer (irrespective of whether the employment relationship has terminated) for reasons other than performance of duties (such as vacation, holidays, sickness, jury duty, disability, lay-off, military duty or leave of absence) during the applicable computation period (these hours will be calculated and credited pursuant to Department of Labor regulation 2530.200b-2 which is incorporated herein by reference); (3) each hour for which back pay is awarded or agreed to by the Employer without regard to mitigation of damages (these hours will be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made). The same Hours of Service shall not be credited both under (1) or (2), as the case may be, and under (3). Notwithstanding (2) above, (i) no more than 501 Hours of Service are required to be credited to an Employee on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period); 9


 
(ii) an hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable worker's compensation, or unemployment compensation or disability insurance laws; and (iii) Hours of Service are not required to be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee. For purposes of (2) above, a payment shall be deemed to be made by or due from the Employer regardless of whether such payment is made by or due from the Employer directly, or indirectly through, among others, a trust fund, or insurer, to which the Employer contributes or pays premiums and regardless of whether contributions made or due to the trust fund, insurer, or other entity are for the benefit of particular Employees or are on behalf of a group of Employees in the aggregate. For purposes of this Section, Hours of Service will be credited for employment with other Affiliated Employers. The provisions of Department of Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference. 1.26 "Investment Manager" means any Fiduciary described in Act Section 3(38). 1.27 "Key Employee" means an Employee as defined in Code Section 416(i) and the Regulations thereunder. Generally, any Employee or former Employee (as well as each of the Employee's or former Employee's Beneficiaries) is considered a Key Employee if the Employee's or former Employee's, at any time during the Plan Year that contains the "determination date" (within the meaning of Section 10.2) has been included in one of the following categories: (a) an officer of the Employer (as that term is defined within the meaning of the Regulations under Code Section 416) having annual "415 Compensation" greater than $130,000 (as adjusted under Code Section 416(i)(1)). (b) a "five percent owner" of the Employer. "Five percent owner" means any person who owns (or is considered as owning within the meaning of Code Section 318) more than five percent (5%) of the outstanding stock of the Employer or stock possessing more than five percent (5%) of the total combined voting power of all stock of the Employer or, in the case of an unincorporated business, any person who owns more than five percent (5%) of the capital or profits interest in the Employer. (c) a "one percent owner" of the Employer having an annual "415 Compensation" from the Employer of more than $150,000. "One percent owner" means any person who owns (or is considered as owning within the meaning of Code Section 318) more than one percent (1%) of the outstanding stock of the Employer or stock possessing more than one percent (1%) of the total combined voting power of all stock of the Employer or, in the case of an unincorporated business, any person who owns more than one percent (1%) of the capital or profits interest in the Employer. 10


 
For purposes of this Section, the determination of "415 Compensation" shall be made by including amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the gross income of the Participant under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions. In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c), (m) and (o) shall be treated as separate employers. In determining whether an individual has 415 Compensation of more than $150,000 or $130,000 as adjusted, 415 Compensation from each employer required to be aggregated under Code Sections 414(b), (c), (m) and (o) shall be taken into account. 1.28 "Late Retirement Date" means a Participant's actual Retirement Date after having reached Normal Retirement Date. 1.29 "Leased Employee" means any person (other than an Employee of the recipient Employer) who pursuant to an agreement between the recipient Employer and any other person or entity ("leasing organization") has performed services for the recipient (or for the recipient and related persons determined in accordance with Code Section 414(n)(6)) on a substantially full time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient Employer. Contributions or benefits provided a Leased Employee by the leasing organization which are attributable to services performed for the recipient Employer shall be treated as provided by the recipient Employer. Furthermore, Compensation for a Leased Employee shall only include Compensation from the leasing organization that is attributable to services performed for the recipient Employer. A Leased Employee shall not be considered an Employee of the recipient Employer: (a) if such employee is covered by a money purchase pension plan providing: (1) a nonintegrated employer contribution rate of at least 10% of compensation, as defined in Code Section 415(c)(3); (2) immediate participation; (3) full and immediate vesting; and (b) if Leased Employees do not constitute more than 20% of the recipient Employer's nonhighly compensated work force. 1.30 "Military Differential Pay" means any differential wage payments made to an individual that represents an amount which, when added to the individual's military pay, approximates the amount of compensation that was paid to the individual while working for the Employer. Notwithstanding the preceding sentence, for compensation determination periods beginning after December 31, 2008, an individual receiving a differential wage payment, as defined by Code Section 3401(h)(2), is treated as an Employee of the Employer making the payment, and the differential wage payment is treated as 415 Compensation. 11


 
The Plan is not treated as failing to meet the requirements of any provision described in Code Section 414(u)(1)(C) (or corresponding Plan provisions) by reason of any contribution or benefit which is based on the differential wage payment. The preceding sentence applies only if all Employees of the Employer performing service in the uniformed services described in Code Section 3401(h)(2)(A) are entitled to receive differential wage payments (as defined in Code Section 3401(h)(2)) on reasonably equivalent terms and, if eligible to participate in a retirement plan maintained by the Employer, to make contributions based on the payments on reasonably equivalent terms (taking into account Code Sections 410(b)(3), (4), and (5)). 1.31 "Non-Highly Compensated Participant" means any Participant who is not a Highly Compensated Employee. A Participant is a Non-Highly Compensated Participant for a particular Plan Year if such Participant does not meet the definition of a Highly Compensated Employee in effect for that Plan Year. 1.32 "Non-Key Employee" means any Employee or former Employee (and such Employee's or former Employee's Beneficiaries) who is not a Key Employee. 1.33 "Normal Retirement Age" means the Participant's 65 birthday. A Participant shall become fully Vested in the Participant's Account upon attaining Normal Retirement Age (if the Participant is an Employee on or after such date). 1.34 "Normal Retirement Date" means the Participant's Normal Retirement Age. 1.35 "1-Year Break in Service" means the applicable computation period during which an Employee has not completed more than 500 Hours of Service with the Employer. Further, solely for the purpose of determining whether a Participant has incurred a 1-Year Break in Service, Hours of Service shall be recognized for "authorized leaves of absence" and "maternity and paternity leaves of absence." Years of Service and 1-Year Breaks in Service shall be measured on the same computation period. "Authorized leave of absence" means an unpaid, temporary cessation from active employment with the Employer pursuant to an established nondiscriminatory policy, whether occasioned by illness, military service, or any other reason. A "maternity or paternity leave of absence" means an absence from work for any period by reason of the Employee's pregnancy, birth of the Employee's child, placement of a child with the Employee in connection with the adoption of such child, or any absence for the purpose of caring for such child for a period immediately following such birth or placement. For this purpose, Hours of Service shall be credited for the computation period in which the absence from work begins, only if credit therefore is necessary to prevent the Employee from incurring a 1-Year Break in Service, or, in any other case, in the immediately following computation period. The Hours of Service credited for a "maternity or paternity leave of absence" shall be those which would normally have been credited but for such absence, or, in any case in which the Administrator is unable to determine such hours normally credited, eight (8) Hours of Service per day. The total Hours of Service required to be credited for a "maternity or paternity leave of absence" shall not exceed the number of Hours of Service needed to prevent the Employee from incurring a 1-Year Break in Service. 12


 
1.36 "Other Investments Account" means the account of a Participant which is credited with such Participant's share of the net gain (or loss) of the Plan and Employer contributions in other than Company Stock and which is debited with payments made to pay for Company Stock. 1.37 "Participant" means any Eligible Employee who participates in the Plan and has not for any reason become ineligible to participate further in the Plan. 1.38 "Participant's Account" means the account established and maintained by the Administrator for each Participant with respect to such Participant's total interest in the Plan and Trust resulting from the Employer contributions. 1.39 "Participant's Account Balance" means the account balance as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or Forfeitures allocated to the account balance as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year. 1.40 "Plan" means this instrument, including all amendments thereto. 1.41 "Plan Year" means the Plan's accounting year of twelve (12) months commencing on January 1 of each year and ending the following December 31. 1.42 "Regulation" means the Income Tax Regulations as promulgated by the Secretary of the Treasury or a delegate of the Secretary of the Treasury, and as amended from time to time. 1.43 "Retired Participant" means a person who has been a Participant, but who has become entitled to retirement benefits under the Plan. 1.44 "Retirement Date" means the date as of which a Participant retires for reasons other than Total and Permanent Disability, whether such retirement occurs on a Participant's Normal Retirement Date or Late Retirement Date (see Section 7.1). 1.45 "Terminated Participant" means a person who has been a Participant, but whose employment has been terminated other than by death, Total and Permanent Disability or retirement. 1.46 "Top Heavy Plan" means a plan described in Section 10.2(a). 1.47 "Top Heavy Plan Year" means a Plan Year during which the Plan is a Top Heavy Plan. 1.48 "Total and Permanent Disability" means a physical or mental condition of a Participant resulting from bodily injury, disease, or mental disorder which renders such Participant incapable of continuing usual and customary employment with the Employer. The 13


 
disability of a Participant shall be determined by a licensed physician chosen by the Administrator. The determination shall be applied uniformly to all Participants. 1.49 "Trustee" means the person or entity named as trustee herein or in any separate trust forming a part of this Plan, and any successors. 1.50 "Trust Fund" means the assets of the Plan and Trust as the same shall exist from time to time. 1.51 "Valuation Date" means the Anniversary Date and may include any other date or dates deemed necessary or appropriate by the Administrator for the valuation of the Participant's accounts during the Plan Year, which may include any day that the Trustee, any transfer agent appointed by the Trustee or the Employer or any stock exchange used by such agent, are open for business. 1.52 "Vested" means the nonforfeitable portion of any account maintained on behalf of a Participant. 1.53 "Year of Service" means the computation period of twelve (12) consecutive months, herein set forth, during which an Employee has at least 1000 Hours of Service. For purposes of eligibility for participation, the initial computation period shall begin with the date on which the Employee first performs an Hour of Service. The participation computation period beginning after a 1-Year Break in Service shall be measured from the date on which an Employee again performs an Hour of Service. The participation computation period shall shift to the Plan Year which includes the anniversary of the date on which the Employee first performed an Hour of Service. If there is a shift to the Plan Year, then an Employee who is credited with the required Hours of Service in both the initial computation period (or the computation period beginning after a 1-Year Break in Service) and the Plan Year which includes the anniversary of the date on which the Employee first performed an Hour of Service, shall be credited with two (2) Years of Service for purposes of eligibility to participate. For vesting purposes, the computation periods shall be the Plan Year, including periods prior to the Effective Date of the Plan. The computation period shall be the Plan Year if not otherwise set forth herein. Notwithstanding the foregoing, for any short Plan Year, the determination of whether an Employee has completed a Year of Service shall be made in accordance with Department of Labor regulation 2530.203-2(c). However, in determining whether an Employee has completed a Year of Service for benefit accrual purposes in the short Plan Year, the number of the Hours of Service required shall be proportionately reduced based on the number of full months in the short Plan Year. Years of Service with Iowa State Bank & Trust, First State Bank (Conrad), MidWestOne Investment Services, Inc., Cook & Son Agency, Inc., and ISB Financial shall be recognized. Years of Service with any Affiliated Employer shall be recognized. 14


 
ARTICLE II ADMINISTRATION 2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER (a) In addition to the general powers and responsibilities otherwise provided for in this Plan, the Employer shall be empowered to appoint and remove the Trustee and the Administrator from time to time as it deems necessary for the proper administration of the Plan to ensure that the Plan is being operated for the exclusive benefit of the Participants and their Beneficiaries in accordance with the terms of the Plan, the Code, and the Act. The Employer may appoint counsel, specialists, advisers, agents (including any nonfiduciary agent) and other persons as the Employer deems necessary or desirable in connection with the exercise of its fiduciary duties under this Plan. The Employer may compensate such agents or advisers from the assets of the Plan as fiduciary expenses (but not including any business (settlor) expenses of the Employer), to the extent not paid by the Employer. (b) The Employer may, by written agreement or designation, appoint at its option an Investment Manager (qualified under the Investment Company Act of 1940 as amended), investment adviser, or other agent to provide direction to the Trustee with respect to any or all of the Plan assets. Such appointment shall be given by the Employer in writing in a form acceptable to the Trustee and shall specifically identify the Plan assets with respect to which the Investment Manager or other agent shall have authority to direct the investment. (c) The Employer shall establish a "funding policy and method," i.e., it shall determine whether the Plan has a short run need for liquidity (e.g., to pay benefits) or whether liquidity is a long run goal and investment growth (and stability of same) is a more current need, or shall appoint a qualified person to do so. The Employer or its delegate shall communicate such needs and goals to the Trustee, who shall coordinate such Plan needs with its investment policy. The communication of such a "funding policy and method" shall not, however, constitute a directive to the Trustee as to the investment of the Trust Funds. Such "funding policy and method" shall be consistent with the objectives of this Plan and with the requirements of Title I of the Act. (d) The Employer shall periodically review the performance of any Fiduciary or other person to whom duties have been delegated or allocated by it under the provisions of this Plan or pursuant to procedures established hereunder. This requirement may be satisfied by formal periodic review by the Employer or by a qualified person specifically designated by the Employer, through day-to-day conduct and evaluation, or through other appropriate ways. (e) The Employer will furnish Plan Fiduciaries and Participants with notices and information statements when voting rights must be exercised pursuant to Section 8.4. 15


 
2.2 DESIGNATION OF ADMINISTRATIVE AUTHORITY The Employer shall be the Administrator. The Employer may appoint any person, including, but not limited to, the Employees of the Employer, to perform the duties of the Administrator. Any person so appointed shall signify acceptance by filing written acceptance with the Employer. Upon the resignation or removal of any individual performing the duties of the Administrator, the Employer may designate a successor. 2.3 ALLOCATION AND DELEGATION OF RESPONSIBILITIES If more than one person is appointed as Administrator, the responsibilities of each Administrator may be specified by the Employer and accepted in writing by each Administrator. In the event that no such delegation is made by the Employer, the Administrators may allocate the responsibilities among themselves, in which event the Administrators shall notify the Employer and the Trustee in writing of such action and specify the responsibilities of each Administrator. The Trustee thereafter shall accept and rely upon any documents executed by the appropriate Administrator until such time as the Employer or the Administrators file with the Trustee a written revocation of such designation. 2.4 POWERS AND DUTIES OF THE ADMINISTRATOR The primary responsibility of the Administrator is to administer the Plan for the exclusive benefit of the Participants and their Beneficiaries, subject to the specific terms of the Plan. The Administrator shall administer the Plan in accordance with its terms and shall have the power and discretion to construe the terms of the Plan and to determine all questions arising in connection with the administration, interpretation, and application of the Plan. Any such determination by the Administrator shall be conclusive and binding upon all persons. The Administrator may establish procedures, correct any defect, supply any information, or reconcile any inconsistency in such manner and to such extent as shall be deemed necessary or advisable to carry out the purpose of the Plan; provided, however, that any procedure, discretionary act, interpretation or construction shall be done in a nondiscriminatory manner based upon uniform principles consistently applied and shall be consistent with the intent that the Plan shall continue to be deemed a qualified plan under the terms of Code Section 401(a), and shall comply with the terms of the Act and all regulations issued pursuant thereto. The Administrator shall have all powers necessary or appropriate to accomplish the Administrator's duties under the Plan. The Administrator shall be charged with the duties of the general administration of the Plan as set forth under the terms of the Plan, including, but not limited to, the following: (a) the discretion to determine all questions relating to the eligibility of Employees to participate or remain a Participant hereunder and to receive benefits under the Plan; (b) to compute, certify, and direct the Trustee with respect to the amount and the kind of benefits to which any Participant shall be entitled hereunder; (c) to authorize and direct the Trustee with respect to all nondiscretionary or otherwise directed disbursements from the Trust; 16


 
(d) to maintain all necessary records for the administration of the Plan; (e) to interpret the provisions of the Plan and to make and publish such rules for regulation of the Plan as are consistent with the terms hereof; (f) to determine the size and type of any Contract to be purchased from any insurer, and to designate the insurer from which such Contract shall be purchased; (g) to compute and certify to the Employer and to the Trustee from time to time the sums of money necessary or desirable to be contributed to the Plan; (h) to consult with the Employer and the Trustee regarding the short and long-term liquidity needs of the Plan in order that the Trustee can exercise any investment discretion in a manner designed to accomplish specific objectives; (i) to establish and communicate to Participants a procedure for allowing each Participant to direct the Trustee as to the distribution of such Participant's Company Stock Account pursuant to Section 4.5; (j) to establish and communicate to Participants a procedure and method to insure that each Participant will vote Company Stock allocated to such Participant's Company Stock Account pursuant to Section 8.4; (k) to determine the validity of, and take appropriate action with respect to, any qualified domestic relations order received by it; and (l) to assist any Participant regarding the Participant's rights, benefits, or elections available under the Plan. 2.5 RECORDS AND REPORTS The Administrator shall keep a record of all actions taken and shall keep all other books of account, records, policies, and other data that may be necessary for proper administration of the Plan and shall be responsible for supplying all information and reports to the Internal Revenue Service, Department of Labor, Participants, Beneficiaries and others as required by law. 2.6 APPOINTMENT OF ADVISERS The Administrator, or the Trustee with the consent of the Administrator, may appoint counsel, specialists, advisers, agents (including nonfiduciary agents) and other persons as the Administrator or the Trustee deems necessary or desirable in connection with the administration of this Plan, including but not limited to agents and advisers to assist with the administration and management of the Plan, and thereby to provide, among such other duties as the Administrator may appoint, assistance with maintaining Plan records and the providing of investment information to the Plan's investment fiduciaries. 17


 
2.7 PAYMENT OF EXPENSES All expenses of administration may be paid out of the Trust Fund unless paid by the Employer. Such expenses shall include any expenses incident to the functioning of the Administrator, or any person or persons retained or appointed by any Named Fiduciary incident to the exercise of their duties under the Plan, including, but not limited to, fees of accountants, counsel, Investment Managers, and other specialists and their agents, the costs of any bonds required pursuant to Act Section 412, and other costs of administering the Plan. Until paid, the expenses shall constitute a liability of the Trust Fund. 2.8 CLAIMS PROCEDURE Claims for benefits under the Plan may be filed in writing with the Administrator. Written or electronic notice of the disposition of a claim shall be furnished to the claimant within 90 days (45 days if the claim involves disability benefits) after the application is filed, or such period as is required by applicable law or Department of Labor regulation. In the event the claim is denied, the reasons for the denial shall be specifically set forth in the notice in language calculated to be understood by the claimant, pertinent provisions of the Plan shall be cited, and, where appropriate, an explanation as to how the claimant can perfect the claim will be provided. In addition, the claimant shall be furnished with an explanation of the Plan's claims review procedure. 2.9 CLAIMS REVIEW PROCEDURE Any Employee, former Employee, or Beneficiary of either, who has been denied a benefit by a decision of the Administrator pursuant to Section 2.8 shall be entitled to request the Administrator to give further consideration to a claim by filing with the Administrator a written request for a hearing. Such request, together with a written statement of the reasons why the claimant believes the claim should be allowed, shall be filed with the Administrator no later than 60 days (45 days if the denied benefit involves disability benefits) after receipt of the written or electronic notification provided for in Section 2.8. The Administrator shall then conduct a hearing within the next 60 days (45 days if the claim involves disability benefits), at which the claimant may be represented by an attorney or any other representative of such claimant's choosing and expense and at which the claimant shall have an opportunity to submit written and oral evidence and arguments in support of the claim. At the hearing the claimant or the claimant's representative shall have an opportunity to review all documents in the possession of the Administrator which are pertinent to the claim at issue and its disallowance. Either the claimant or the Administrator may cause a court reporter to attend the hearing and record the proceedings. In such event, a complete written transcript of the proceedings shall be furnished to both parties by the court reporter. The full expense of any such court reporter and such transcripts shall be borne by the party causing the court reporter to attend the hearing. A final decision as to the allowance of the claim shall be made by the Administrator within 60 days (45 days if the claim involves disability benefits) of receipt of the appeal (unless there has been an extension of 60 days (45 days if the claim involves disability benefits) due to special circumstances, provided the delay and the special circumstances occasioning it are communicated to the claimant within the 60 day period (45 day period if the claim involves disability benefits)). Such communication shall be written in a manner calculated to be understood by the claimant and shall include 18


 
specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based. ARTICLE III ELIGIBILITY 3.1 CONDITIONS OF ELIGIBILITY Any Eligible Employee who has completed one (1) Year of Service and has attained age 18 shall be eligible to participate hereunder as of the date such Employee has satisfied such requirements. However, any Employee who was a Participant in the Plan prior to the effective date of this amendment and restatement shall continue to participate in the Plan. 3.2 EFFECTIVE DATE OF PARTICIPATION An Eligible Employee shall become a Participant effective as of the earlier of the first day of the Plan Year or the first day of the seventh month of such Plan Year coinciding with or next following the date such Employee met the eligibility requirements of Section 3.1, provided said Employee was still employed as of such date (or if not employed on such date, as of the date of rehire if a 1-Year Break in Service has not occurred or, if later, the date that the Employee would have otherwise entered the Plan had the Employee not terminated employment). If an Eligible Employee satisfies the Plan's eligibility requirement conditions by reason of recognition of service with a predecessor employer, such Employee will become a Participant as of the day the Plan credits service with a predecessor employer or, if later, the date the Employee would have otherwise entered the Plan had the service with the predecessor employer been service with the Employer. If an Employee, who has satisfied the Plan's eligibility requirements and would otherwise have become a Participant, shall go from a classification of a noneligible Employee to an Eligible Employee, such Employee shall become a Participant on the date such Employee becomes an Eligible Employee or, if later, the date that the Employee would have otherwise entered the Plan had the Employee always been an Eligible Employee. If an Employee, who has satisfied the Plan's eligibility requirements and would otherwise become a Participant, shall go from a classification of an Eligible Employee to a noneligible class of Employees, such Employee shall become a Participant in the Plan on the date such Employee again becomes an Eligible Employee, or, if later, the date that the Employee would have otherwise entered the Plan had the Employee always been an Eligible Employee. However, if such Employee incurs a 1-Year Break in Service, eligibility will be determined under the Break in Service rules set forth in Section 3.5. 3.3 DETERMINATION OF ELIGIBILITY The Administrator shall determine the eligibility of each Employee for participation in the Plan based upon information furnished by the Employer. Such determination shall be conclusive and binding upon all persons, as long as the same is made pursuant to the Plan and the Act. Such determination shall be subject to review pursuant to Section 2.9. 19


 
3.4 TERMINATION OF ELIGIBILITY In the event a Participant shall go from a classification of an Eligible Employee to an ineligible Employee, such Former Participant shall continue to vest in the Plan for each Year of Service completed while a noneligible Employee, until such time as the Participant's Account shall be forfeited or distributed pursuant to the terms of the Plan. Additionally, the Former Participant's interest in the Plan shall continue to share in the earnings of the Trust Fund. 3.5 REHIRED EMPLOYEES AND BREAKS IN SERVICE (a) If any Participant becomes a Former Participant due to severance from employment with the Employer and is reemployed by the Employer before a 1-Year Break in Service occurs, the Former Participant shall become a Participant as of the reemployment date. (b) If any Employee becomes a former Employee due to severance from employment with the Employer and is reemployed after a 1-Year Break in Service has occurred, Years of Service shall include Years of Service prior to the 1-Year Break in Service subject to the following rules: (1) In the case of a former Employee who under the Plan does not have a nonforfeitable right to any interest in the Plan resulting from Employer contributions, Years of Service before a period of 1-Year Break in Service will not be taken into account if the number of consecutive 1-Year Breaks in Service equal or exceed the greater of (A) five (5) or (B) the aggregate number of pre-break Years of Service. Such aggregate number of Years of Service will not include any Years of Service disregarded under the preceding sentence by reason of prior 1-Year Breaks in Service. (2) A former Employee who has not had Years of Service before a 1-Year Break in Service disregarded pursuant to (1) above, shall participate in the Plan as of the date of reemployment. (c) After a Former Participant who has severed employment with the Employer incurs five (5) consecutive 1-Year Breaks in Service, the Vested portion of said Former Participant's Account attributable to pre-break service shall not be increased as a result of post-break service. In such case, separate accounts will be maintained as follows: (1) one account for nonforfeitable benefits attributable to pre-break service; and (2) one account representing the Participant's Employer derived account balance in the Plan attributable to post-break service. (d) If any Participant becomes a Former Participant due to severance of employment with the Employer and is reemployed by the Employer before five (5) consecutive 1-Year Breaks in Service, and such Former Participant had 20


 
received a distribution of the entire Vested interest prior to reemployment, then the forfeited account shall be reinstated only if the Former Participant repays the full amount which had been distributed. Such repayment must be made before the earlier of five (5) years after the first date on which the Participant is subsequently reemployed by the Employer or the close of the first period of five (5) consecutive 1-Year Breaks in Service commencing after the distribution. If a distribution occurs for any reason other than a severance of employment, the time for repayment may not end earlier than five (5) years after the date of distribution. In the event the Former Participant does repay the full amount distributed, the undistributed forfeited portion of the Participant's Account must be restored in full, unadjusted by any gains or losses occurring subsequent to the Valuation Date preceding the distribution. The source for such reinstatement may be Forfeitures occurring during the Plan Year. If such source is insufficient, then the Employer will contribute an amount which is sufficient to restore any such forfeited Accounts provided, however, that if a discretionary contribution is made for such year, such contribution shall first be applied to restore any such Accounts and the remainder shall be allocated in accordance with Section 4.3. If a non-Vested Former Participant was deemed to have received a distribution and such Former Participant is reemployed by the Employer before five (5) consecutive 1-Year Breaks in Service, then such Participant will be deemed to have repaid the deemed distribution as of the date of reemployment. ARTICLE IV CONTRIBUTION AND ALLOCATION 4.1 FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION (a) For each Plan Year, the Employer shall contribute to the Plan such amount as shall be determined by the Employer. (b) The Employer contribution shall not be limited to years in which the Employer has current or accumulated net profit. Additionally, to the extent necessary, the Employer shall contribute to the Plan the amount necessary to provide the top heavy minimum contribution. All contributions by the Employer shall be made in cash or, if there is no prohibited transaction within the meaning of Labor regulation 2509.94-3, in such property as is acceptable to the Trustee. 4.2 TIME OF PAYMENT OF EMPLOYER CONTRIBUTION The Employer may make its contribution to the Plan for a particular Plan Year at such time as the Employer, in its sole discretion, determines. If the Employer makes a contribution for a particular Plan Year after the close of that Plan Year, the Employer will designate to the Trustee the Plan Year for which the Employer is making its contribution. 4.3 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS (a) The Administrator shall establish and maintain an account in the name of each Participant to which the Administrator shall credit as of each 21


 
Anniversary Date, or other Valuation Date, all amounts allocated to each such Participant as set forth herein. (b) The Employer shall provide the Administrator with all information required by the Administrator to make a proper allocation of the Employer contribution for each Plan Year. Within a reasonable period of time after the date of receipt by the Administrator of such information, the Administrator shall allocate such contribution to each Participant's Account in the same proportion that each such Participant's Compensation for the year bears to the total Compensation of all Participants for such year. Only Participants who have completed a Year of Service during the Plan Year and are actively employed on the last day of the Plan Year shall be eligible to share in the discretionary contribution for the year. (c) The Company Stock Account of each Participant shall be credited as of each Anniversary Date with the Participant's allocable share of Company Stock (including fractional shares) purchased and paid for by the Plan or contributed in kind by the Employer. Stock dividends on Company Stock held in the Participant's Company Stock Account shall be credited to the Participant's Company Stock Account when paid to the Plan. Cash dividends on Company Stock held in the Participant's Company Stock Account shall be credited to the Participant's Other Investments Account when paid to the Plan. Notwithstanding the above, if the Employer elected to be an S corporation under Code Section 1362(a) and a distribution under Code Section 1368(a) is made, then the Administrator shall direct that such distribution on S corporation Company Stock held in the Participant's Company Stock Account shall be credited to the Participant's Other Investment Account when paid to the Plan. (d) Except as provided above with respect to stock dividends on Company Stock, as of each Valuation Date, before the current valuation period allocation of Employer contributions, any earnings or losses (net appreciation or net depreciation) of the Trust Fund shall be allocated in the same proportion that each Participant's and Former Participant's nonsegregated accounts (other than each Participant's Company Stock Account) bear to the total of all Participants' and Former Participants' nonsegregated accounts (other than each Participant's Company Stock Account) as of such date. (e) On or before each Anniversary Date any amounts which became Forfeitures since the last Anniversary Date may be made available to reinstate previously forfeited account balances of Former Participants, if any, in accordance with Section 3.5(d), be used to satisfy any contribution that may be required pursuant to Section 7.9, or used to pay any administrative expenses of the Plan. The remaining Forfeitures, if any, shall be used to reduce the contribution of the Employer hereunder for the Plan Year in which such Forfeitures occur. 22


 
(f) For any Top Heavy Plan Year, Non-Key Employees not otherwise eligible to share in the allocation of contributions as provided above, shall receive the minimum allocation provided for in Section 4.3(h) if eligible pursuant to the provisions of Section 4.3(j). (g) Notwithstanding the foregoing, Participants who are not actively employed on the last day of the Plan Year due to Retirement (Normal or Late), Total and Permanent Disability or death shall not share in the allocation of contributions for that Plan Year. (h) Minimum Allocations Required for Top Heavy Plan Years: Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of the Employer contributions allocated to the Participant's Account of each Non-Key Employee shall be equal to at least three percent (3%) of such Non-Key Employee's "415 Compensation" (reduced by contributions and forfeitures, if any, allocated to each Non-Key Employee in any defined contribution plan included with this Plan in a Required Aggregation Group). However, if (1) the sum of the Employer contributions allocated to the Participant's Account of each Key Employee for such Top Heavy Plan Year is less than three percent (3%) of each Key Employee's "415 Compensation" and (2) this Plan is not required to be included in an Aggregation Group to enable a defined benefit plan to meet the requirements of Code Section 401(a)(4) or 410, then the sum of the Employer contributions allocated to the Participant's Account of each Non-Key Employee shall be equal to the largest percentage allocated to the Participant's Account of any Key Employee. However, no such minimum allocation shall be required in this Plan for any Non-Key Employee who participates in another defined contribution plan subject to Code Section 412 included with this Plan in a Required Aggregation Group where the other plan provides the minimum allocation. (i) For purposes of the minimum allocations set forth above, the percentage allocated to the Participant's Account of any Key Employee shall be equal to the ratio of the sum of the Employer contributions allocated on behalf of such Key Employee divided by the "415 Compensation" for such Key Employee. (j) For any Top Heavy Plan Year, the minimum allocations set forth above shall be allocated to the Participant's Account of all Non-Key Employees who are Participants and who are employed by the Employer on the last day of the Plan Year, including Non-Key Employees who have (1) failed to complete a Year of Service; (2) failed to receive an allocation of Employer contributions merely because the Participant's Compensation was less than a stated amount, or (3) declined to make mandatory contributions (if required) to the Plan. (k) For the purposes of this Section, "415 Compensation" in excess of $150,000 (or such other amount provided in the Code) shall be disregarded. Such amount shall be adjusted for increases in the cost of living in accordance with Code Section 401(a)(17)(B), except that the dollar increase in effect on January 1 of any calendar year shall be effective for the Plan Year beginning with or within 23


 
such calendar year. If "415 Compensation" for any prior determination period is taken into account in determining a Participant's minimum benefit for the current Plan Year, the "415 Compensation" for such determination period is subject to the applicable annual "415 Compensation" limit in effect for that prior period. For this purpose, in determining the minimum benefit in Plan Years beginning on or after January 1, 1989, the annual "415 Compensation" limit in effect for determination periods beginning before that date is $200,000 (or such other amount as adjusted for increases in the cost of living in accordance with Code Section 415(d) for determination periods beginning on or after January 1, 1989, and in accordance with Code Section 401(a)(17)(B) for determination periods beginning on or after January 1, 1994). For determination periods beginning prior to January 1, 1989, the $200,000 limit shall apply only for Top Heavy Plan Years and shall not be adjusted. For any short Plan Year the "415 Compensation" limit shall be an amount equal to the "415 Compensation" limit for the calendar year in which the Plan Year begins multiplied by the ratio obtained by dividing the number of full months in the short Plan Year by twelve (12). (l) Notwithstanding anything in this Section to the contrary, all information necessary to properly reflect a given transaction may not be available until after the date specified herein for processing such transaction, in which case the transaction will be reflected when such information is received and processed. Subject to express limits that may be imposed under the Code, the processing of any contribution, distribution or other transaction may be delayed for any legitimate business reason (including, but not limited to, failure of systems or computer programs, failure of the means of the transmission of data, force majeure, the failure of a service provider to timely receive values or prices, and the correction for errors or omissions or the errors or omissions of any service provider). The processing date of a transaction will be binding for all purposes of the Plan. (m) Effective as of the first day of the first Plan Year beginning in 2007, for benefit accrual purposes, the Plan treats an individual who dies or becomes disabled (as defined in Section 1.48) while performing qualified military service with respect to the Employer as if the individual had resumed employment in accordance with the individual's reemployment rights under the Uniformed Services Employment and Reemployment Rights Act (USERRA) on the day preceding death or disability (as the case may be) and terminated employment on the actual date of death or disability. 4.4 MAXIMUM ANNUAL ADDITIONS (a) Notwithstanding the foregoing, the maximum "annual additions" credited to a Participant's accounts for any "limitation year" shall equal the lesser of: (1) $40,000 adjusted annually as provided in Code Section 415(d) pursuant to the Regulations, or (2) one-hundred percent (100%) of the Participant's "415 Compensation" for such "limitation year." If the Employer contribution that would otherwise be contributed or allocated to the Participant's accounts would cause the "annual additions" for the "limitation year" to exceed the maximum "annual additions," the amount contributed or allocated will be reduced so that the 24


 
"annual additions" for the "limitation year" will equal the maximum "annual additions," and any amount in excess of the maximum "annual additions," which would have been allocated to such Participant may be allocated to other Participants. For any short "limitation year," the dollar limitation in (1) above shall be reduced by a fraction, the numerator of which is the number of full months in the short "limitation year" and the denominator of which is twelve (12). (b) For purposes of applying the limitations of Code Section 415, "annual additions" means the sum credited to a Participant's accounts for any "limitation year" of (1) Employer contributions, (2) Employee contributions, (3) forfeitures, (4) amounts allocated, after March 31, 1984, to an individual medical account, as defined in Code Section 415(l)(2) which is part of a pension or annuity plan maintained by the Employer, (5) amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, which are attributable to post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)) under a welfare benefit plan (as defined in Code Section 419(e)) maintained by the Employer and (6) allocations under a simplified employee pension plan. Except, however, the "415 Compensation" percentage limitation referred to in paragraph (a)(2) above shall not apply to: (1) any contribution for medical benefits after separation from service (within the meaning of Code Sections 401(h) or 419A(f)(2)) which is otherwise treated as an "annual addition," or (2) any amount otherwise treated as an "annual addition" under Code Section 415(l)(1). (c) For purposes of applying the limitations of Code Section 415, the transfer of funds from one qualified plan to another is not an "annual addition." In addition, the following are not Employee contributions for the purposes of Section 4.4(b): (1) rollover contributions (as defined in Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3) and 457(e)(16)); (2) repayments of loans made to a Participant from the Plan; (3) repayments of distributions received by an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs); (4) repayments of distributions received by an Employee pursuant to Code Section 411(a)(3)(D) (mandatory contributions); and (5) Employee contributions to a simplified employee pension excludable from gross income under Code Section 408(k)(6). (d) For purposes of applying the limitations of Code Section 415, the "limitation year" shall be the Plan Year. (e) For the purpose of this Section, all qualified defined contribution plans (whether terminated or not) ever maintained by the Employer shall be treated as one defined contribution plan. (f) For the purpose of this Section, if the Employer is a member of a controlled group of corporations, trades or businesses under common control (as defined by Code Section 1563(a) or Code Section 414(b) and (c) as modified by Code Section 415(h)), is a member of an affiliated service group (as defined by Code Section 414(m)), or is a member of a group of entities required to be 25


 
aggregated pursuant to Regulations under Code Section 414(o), all Employees of such Employers shall be considered to be employed by a single Employer. (g) If this is a plan described in Code Section 413(c) (other than a plan described in Code Section 414(f)), then all of the benefits or contributions attributable to a Participant from all of the Employers maintaining this Plan shall be taken into account in applying the limits of this Section with respect to such Participant. Furthermore, in applying the limitations of this Section with respect to such a Participant, the total "415 Compensation" received by the Participant from all of the Employers maintaining the Plan shall be taken into account. (h)(1) If a Participant participates in more than one defined contribution plan maintained by the Employer which have different Anniversary Dates, the maximum "annual additions" under this Plan shall equal the maximum "annual additions" for the "limitation year" minus any "annual additions" previously credited to such Participant's accounts during the "limitation year." (2) If a Participant participates in both a defined contribution plan subject to Code Section 412 and a defined contribution plan not subject to Code Section 412 maintained by the Employer which have the same Anniversary Date, "annual additions" will be credited to the Participant's accounts under the defined contribution plan subject to Code Section 412 prior to crediting "annual additions" to the Participant's accounts under the defined contribution plan not subject to Code Section 412. (3) If a Participant participates in more than one defined contribution plan not subject to Code Section 412 maintained by the Employer which have the same Anniversary Date, the maximum "annual additions" under this Plan shall equal the product of (A) the maximum "annual additions" for the "limitation year" minus any "annual additions" previously credited under subparagraphs (1) or (2) above, multiplied by (B) a fraction (i) the numerator of which is the "annual additions" which would be credited to such Participant's accounts under this Plan without regard to the limitations of Code Section 415 and (ii) the denominator of which is such "annual additions" for all plans described in this subparagraph. (i) Notwithstanding anything contained in this Section to the contrary, the limitations, adjustments and other requirements prescribed in this Section shall at all times comply with the provisions of Code Section 415 and the Regulations thereunder. 4.5 DIRECTED INVESTMENT ACCOUNT (a) Each "Qualified Participant" may elect within ninety (90) days after the close of each Plan Year during the "Qualified Election Period" to direct the Trustee in writing as to the distribution in cash and/or Company Stock of 25 percent of the total number of shares of Company Stock acquired by or contributed to the Plan that have ever been allocated to such "Qualified Participant's" Company Stock Account (reduced by the number of shares of 26


 
Company Stock previously distributed in cash and/or Company Stock pursuant to a prior election). In the case of the election year in which the last election can be made by the Participant, the preceding sentence shall be applied by substituting "50 percent" for "25 percent." If the "Qualified Participant" elects to direct the Trustee as to the distribution of the Participant's Company Stock Account, such direction shall be effective no later than 180 days after the close of the Plan Year to which such direction applies. Notwithstanding the above, if the fair market value (determined pursuant to Section 6.1 at the Plan Valuation Date immediately preceding the first day on which a "Qualified Participant" is eligible to make an election) of Company Stock acquired by or contributed to the Plan and allocated to a "Qualified Participant's" Company Stock Account is $500 or less, then such Company Stock shall not be subject to this paragraph. For purposes of determining whether the fair market value exceeds $500, Company Stock held in accounts of all employee stock ownership plans (as defined in Code Section 4975(e)(7)) and tax credit employee stock ownership plans (as defined in Code Section 409(a)) maintained by the Employer or any Affiliated Employer shall be considered as held by the Plan. (b) For the purposes of this Section the following definitions shall apply: (1) "Qualified Participant" means any Employee who has completed ten (10) Years of Service as a Participant and has attained age 55. (2) "Qualified Election Period" means the six (6) Plan Year period beginning with the later of (i) the first Plan Year in which the Participant first became a "Qualified Participant," or (ii) the first Plan Year beginning after December 31, 1986. 4.6 QUALIFIED MILITARY SERVICE Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service will be provided in accordance with Code Section 414(u). ARTICLE V FUNDING AND INVESTMENT POLICY 5.1 INVESTMENT POLICY (a) The Plan is designed to invest primarily in Company Stock. (b) With due regard to subparagraph (a) above, the Administrator may also direct the Trustee to invest funds under the Plan in other property described in the Trust or in life insurance policies to the extent permitted by subparagraph (c) below, or the Trustee may hold such funds in cash or cash equivalents. 27


 
(c) With due regard to subparagraph (a) above, the Administrator may also direct the Trustee to invest funds under the Plan in insurance policies on the life of any "keyman" Employee. The proceeds of a "keyman" insurance policy may not be used for the repayment of any indebtedness owed by the Plan which is secured by Company Stock. In the event any "keyman" insurance is purchased by the Trustee, the premiums paid thereon during any Plan Year, net of any policy dividends and increases in cash surrender values, shall be treated as the cost of Plan investment and any death benefit or cash surrender value received shall be treated as proceeds from an investment of the Plan. (d) The Plan may not obligate itself to acquire Company Stock from a particular holder thereof at an indefinite time determined upon the happening of an event such as the death of the holder. (e) The Plan may not obligate itself to acquire Company Stock under a put option binding upon the Plan. However, at the time a put option is exercised, the Plan may be given an option to assume the rights and obligations of the Employer under a put option binding upon the Employer. (f) All purchases of Company Stock shall be made at a price which, in the judgment of the Administrator, does not exceed the fair market value thereof. All sales of Company Stock shall be made at a price which, in the judgment of the Administrator, is not less than the fair market value thereof. The valuation rules set forth in Article VI shall be applicable. 5.2 TRANSACTIONS INVOLVING COMPANY STOCK (a) No portion of the Trust Fund attributable to (or allocable in lieu of) Company Stock acquired by the Plan in a sale to which Code Section 1042 applies may accrue or be allocated directly or indirectly under any plan maintained by the Employer meeting the requirements of Code Section 401(a): (1) during the "Nonallocation Period," for the benefit of (i) any taxpayer who makes an election under Code Section 1042(a) with respect to Company Stock, (ii) any individual who is related to the taxpayer (within the meaning of Code Section 267(b)), or (2) for the benefit of any other person who owns (after application of Code Section 318(a) applied without regard to the employee trust exception in Code Section 318(a)(2)(B)(i)) more than 25 percent of (i) any class of outstanding stock of the Employer or Affiliated Employer which issued such Company Stock, or (ii) the total value of any class of outstanding stock of the Employer or Affiliated Employer. 28


 
(b) Except, however, subparagraph (a)(1)(ii) above shall not apply to lineal descendants of the taxpayer, provided that the aggregate amount allocated to the benefit of all such lineal descendants during the "Nonallocation Period" does not exceed more than five (5) percent of the Company Stock (or amounts allocated in lieu thereof) held by the Plan which are attributable to a sale to the Plan by any person related to such descendants (within the meaning of Code Section 267(c)(4)) in a transaction to which Code Section 1042 is applied. (c) A person shall be treated as failing to meet the stock ownership limitation under paragraph (a)(2) above if such person fails such limitation: (1) at any time during the one (1) year period ending on the date of sale of Company Stock to the Plan, or (2) on the date as of which Company Stock is allocated to Participants in the Plan. (d) For purposes of this Section, "Nonallocation Period" means the period beginning on the date of the sale of the Company Stock and ending on the date which is ten (10) years after the date of sale. (e) Notwithstanding any provision of this Section to the contrary, a sale to which Code Section 1042 applies shall not be made during the period in which the Employer has elected to be an S corporation under Code Section 1362(a). ARTICLE VI VALUATIONS 6.1 VALUATION OF THE TRUST FUND The Administrator shall direct the Trustee, as of each Valuation Date, to determine the net worth of the assets comprising the Trust Fund as it exists on the Valuation Date. In determining such net worth, the Trustee shall value the assets comprising the Trust Fund at their fair market value (or their contractual value in the case of a Contract or Policy) as of the Valuation Date and shall deduct all expenses for which the Trustee has not yet obtained reimbursement from the Employer or the Trust Fund. 6.2 METHOD OF VALUATION Valuations must be made in good faith and based on all relevant factors for determining the fair market value of securities. In the case of a transaction between a Plan and a disqualified person, value must be determined as of the date of the transaction. For all other Plan purposes, value must be determined as of the most recent Valuation Date under the Plan. An independent appraisal will not in itself be a good faith determination of value in the case of a transaction between the Plan and a disqualified person. However, in other cases, a determination of fair market value based on at least an annual appraisal independently arrived at by a person who customarily makes such appraisals and who is independent of any party to the transaction 29


 
will be deemed to be a good faith determination of value. Company Stock not readily tradeable on an established securities market shall be valued by an independent appraiser meeting requirements similar to the requirements of the Regulations prescribed under Code Section 170(a)(1). ARTICLE VII DETERMINATION AND DISTRIBUTION OF BENEFITS 7.1 DETERMINATION OF BENEFITS UPON RETIREMENT Every Participant may terminate employment with the Employer and retire for the purposes hereof on the Participant's Normal Retirement Date. However, a Participant may postpone the termination of employment with the Employer to a later date, in which event the participation of such Participant in the Plan, including the right to receive allocations pursuant to Section 4.3, shall continue until such Participant's Late Retirement Date. Upon a Participant's Retirement Date, or as soon thereafter as is practicable, the Trustee shall distribute, at the election of the Participant, all amounts credited to such Participant's Account in accordance with Sections 7.5 and 7.6. 7.2 DETERMINATION OF BENEFITS UPON DEATH (a) Upon the death of a Participant before the Participant's Retirement Date or other termination of employment, all amounts credited to such Participant's Account shall become fully Vested. If elected, distribution of the Participant's Account shall commence not later than one (1) year after the close of the Plan Year in which such Participant's death occurs. The Administrator shall direct the Trustee, in accordance with the provisions of Sections 7.5 and 7.6, to distribute the value of the deceased Participant's accounts to the Participant's Beneficiary. (b) Upon the death of a Former Participant, the Administrator shall direct the Trustee, in accordance with the provisions of Sections 7.5 and 7.6, to distribute any remaining Vested amounts credited to the accounts of a deceased Former Participant to such Former Participant's Beneficiary. (c) The Administrator may require such proper proof of death and such evidence of the right of any person to receive payment of the value of the account of a deceased Participant or Former Participant as the Administrator may deem desirable. The Administrator's determination of death and of the right of any person to receive payment shall be conclusive. (d) The Beneficiary of the death benefit payable pursuant to this Section shall be the Participant's spouse. Except, however, the Participant may designate a Beneficiary other than the spouse if: (1) the spouse has waived the right to be the Participant's Beneficiary, or 30


 
(2) the Participant is legally separated or has been abandoned (within the meaning of local law) and the Participant has a court order to such effect (and there is no "qualified domestic relations order" as defined in Code Section 414(p) which provides otherwise), or (3) the Participant has no spouse, or (4) the spouse cannot be located. In such event, the designation of a Beneficiary shall be made on a form satisfactory to the Administrator. A Participant may at any time revoke a designation of a Beneficiary or change a Beneficiary by filing written (or in such other form as permitted by the Internal Revenue Service) notice of such revocation or change with the Administrator. However, the Participant's spouse must again consent in writing (or in such other form as permitted by the Internal Revenue Service) to any change in Beneficiary unless the original consent acknowledged that the spouse had the right to limit consent only to a specific Beneficiary and that the spouse voluntarily elected to relinquish such right. (e) In the event no valid designation of Beneficiary exists, or if the Beneficiary is not alive at the time of the Participant's death, the death benefit will be paid in the following order of priority to: (1) the Participant's surviving spouse; (2) the Participant's children, including adopted children, per stirpes; (3) the Participant's surviving parents in equal shares; or (4) the Participant's estate. If the Beneficiary does not predecease the Participant, but dies prior to distribution of the death benefit, the death benefit will be paid to the Beneficiary's designated Beneficiary (or if there is no designated Beneficiary, to the Beneficiary's estate). (f) Notwithstanding anything in this Section to the contrary, if a Participant has designated the spouse as a Beneficiary, then a divorce decree or a legal separation that relates to such spouse shall revoke the Participant's designation of the spouse as a Beneficiary unless the decree or a qualified domestic relations order (within the meaning of Code Section 414(p)) provides otherwise. (g) Any consent by the Participant's spouse to waive any rights to the death benefit must be in writing (or in such other form as permitted by the Internal Revenue Service), must acknowledge the effect of such waiver, and be witnessed by a Plan representative or a notary public. Further, the spouse's consent must be irrevocable and must acknowledge the specific nonspouse Beneficiary. 31


 
(h) In the case of a death occurring on or after January 1, 2007, if a Participant dies while performing qualified military service (as defined in Code Section 414(u)), the Participant's Beneficiary is entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed employment and then terminated employment on account of death. Moreover, the Plan will credit the Participant's qualified military service as service for vesting purposes, as though the Participant had resumed employment under the Uniformed Services Employment and Reemployment Rights Act (USERRA) immediately prior to the Participant's death. 7.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY In the event of a Participant's Total and Permanent Disability prior to the Participant's Retirement Date or other termination of employment, all amounts credited to such Participant's Account shall become fully Vested. In the event of a Participant's Total and Permanent Disability, the Administrator, in accordance with the provisions of Sections 7.5 and 7.6, shall direct the distribution to such Participant of all Vested amounts credited to such Participant's Account. If such Participant elects, distribution shall commence not later than one (1) year after the close of the Plan Year in which Total and Permanent Disability occurs. 7.4 DETERMINATION OF BENEFITS UPON TERMINATION (a) If a Participant's employment with the Employer is terminated for any reason other than death, Total and Permanent Disability or retirement, then such Participant shall be entitled to such benefits as are provided hereinafter pursuant to this Section 7.4. If a portion of a Participant's Account is forfeited, Company Stock allocated to the Participant's Company Stock Account must be forfeited only after the Participant's Other Investments Account has been depleted. If interest in more than one class of Company Stock has been allocated to a Participant's Account, the Participant must be treated as forfeiting the same proportion of each such class. Distribution of the funds due to a Terminated Participant shall be made on the occurrence of an event which would result in the distribution had the Terminated Participant remained in the employ of the Employer (upon the Participant's death, Total and Permanent Disability or Normal Retirement). However, at the election of the Participant, the Administrator shall direct the Trustee that the entire Vested portion of the Terminated Participant's Account to be payable to such Terminated Participant as soon as administratively feasible after termination of employment. Any distribution under this paragraph shall be made in a manner which is consistent with and satisfies the provisions of Sections 7.5 and 7.6, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations thereunder. If the value of a Terminated Participant's Vested benefit derived from Employer and Employee contributions does not exceed $5,000, then the 32


 
Participant's Vested benefit shall be paid to such Participant as soon as administratively feasible after termination of employment. For purposes of this Section 7.4, if the value of a Terminated Participant's Vested benefit is zero, the Terminated Participant shall be deemed to have received a distribution of such Vested benefit. (b) The Vested portion of the Participant's Account attributable to certain Employer contributions shall be a percentage of the total amount credited to the Participant's Account determined on the basis of the Participant's number of Years of Service. The Vested portion of the Participant's Account attributable to Employer discretionary contributions made pursuant to Section 4.1(a) is determined according to the following schedule: Vesting Schedule Employer Discretionary Contributions Years of Service Percentage Less than 2 0 % 2 20 % 3 40 % 4 60 % 5 80 % 6 100 % (c) Notwithstanding the vesting schedule above, the Vested percentage of a Participant's Account shall not be less than the Vested percentage attained as of the later of the effective date or adoption date of this amendment and restatement. (d) Notwithstanding the vesting schedule above, upon the complete discontinuance of the Employer contributions to the Plan or upon any full or partial termination of the Plan, all amounts then credited to the account of any affected Participant shall become 100% Vested and shall not thereafter be subject to Forfeiture. (e) The computation of a Participant's nonforfeitable percentage of such Participant's interest in the Plan shall not be reduced as the result of any direct or indirect amendment to this Plan. In the event that the Plan is amended to change or modify any vesting schedule, or if the Plan is amended in any way that directly or indirectly affects the computation of the Participant's nonforfeitable percentage, or if the Plan is deemed amended by an automatic change to a top heavy vesting schedule, then each Participant with at least three (3) Years of Service as of the expiration date of the election period may elect to have such Participant's nonforfeitable percentage computed under the Plan without regard to such amendment or change. If a Participant fails to make such election, then such Participant shall be subject to the new vesting schedule. The Participant's election 33


 
period shall commence on the adoption date of the amendment and shall end sixty (60) days after the latest of: (1) the adoption date of the amendment, (2) the effective date of the amendment, or (3) the date the Participant receives written notice of the amendment from the Employer or Administrator. (f) In determining Years of Service for purposes of vesting under the Plan, Years of Service prior to the vesting computation period in which an Employee attains age eighteen shall be excluded. 7.5 DISTRIBUTION OF BENEFITS (a) The Administrator, pursuant to the election of the Participant, shall direct the Trustee to distribute to a Participant or such Participant's Beneficiary any amount to which the Participant is entitled under the Plan in one or more of the following methods: (1) One lump-sum payment. (2) For purposes of Section 7.7, payments over a period certain in monthly, quarterly, semiannual, or annual installments, provided the Participant's total Vested interest in the Plan exceeds $5,000. The period over which such payment is to be made shall not extend beyond the earlier of the Participant's life expectancy (or the joint life expectancy of the Participant and the Participant's "designated Beneficiary"). (b) Any distribution to a Participant who has a benefit which exceeds $1,000, shall require such Participant's written (or in such other form as permitted by the Internal Revenue Service) consent if such distribution is to commence prior to the time the benefit is "immediately distributable." A benefit is "immediately distributable" if any part of the benefit could be distributed to the Participant (or surviving spouse) before the Participant attains (or would have attained if not deceased) the later of the Participant's Normal Retirement Age or age 62. With regard to this required consent: (1) The Participant must be informed of the right to defer receipt of the distribution, and for notices provided in Plan Years beginning after December 31, 2006, such notification must also include a description of how much larger benefits will be if the commencement of distributions is deferred. If a Participant fails to consent, it shall be deemed an election to defer the commencement of payment of any benefit. However, any election to defer the receipt of benefits shall not apply with respect to distributions which are required under Section 7.7. 34


 
(2) Notice of the rights specified under this paragraph shall be provided no less than thirty (30) days and no more than one hundred eighty (180) days (ninety (90) days for Plan Years beginning before January 1, 2007) before the date the distribution commences. (3) Written (or such other form as permitted by the Internal Revenue Service) consent of the Participant to the distribution must not be made before the Participant receives the notice and must not be made more than one hundred eighty (180) days (ninety (90) days for Plan Years beginning before January 1, 2007) before the date the distribution commences. (4) No consent shall be valid if a significant detriment is imposed under the Plan on any Participant who does not consent to the distribution. Any such distribution may commence less than thirty (30) days after the notice required under Regulation 1.411(a)-11(c) is given, provided that: (1) the Administrator clearly informs the Participant that the Participant has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (2) the Participant, after receiving the notice, affirmatively elects a distribution. (c) Notwithstanding anything herein to the contrary, the Administrator may direct that cash dividends on shares of Company Stock allocable to Participants' Company Stock Accounts be: (1) Paid by the Employer directly in cash to the Participants in the Plan or their Beneficiaries. (2) Paid to the Plan and distributed in cash to Participants in the Plan or their Beneficiaries no later than ninety (90) days after the close of the Plan Year in which paid. (3) At the election of Participants or their Beneficiaries, paid in accordance with paragraph (1) or (2) above, or paid to the Plan and reinvested in Company Stock; provided, however, that if cash dividends are reinvested in Company Stock, then Company Stock allocated to the Participant's Company Stock Account shall have a fair market value not less than the amount of cash dividends which would have been allocated to such Participant's Other Investment Account for the year. This paragraph (3) shall not apply while the Employer elected to be an S corporation under Code Section 1362(a). (4) Allocated to Participants' Other Investment Accounts. (d) Any part of a Participant's benefit which is retained in the Plan after the Anniversary Date on which the Participant's participation ends will continue to be treated as a Company Stock Account or as an Other Investments 35


 
Account (subject to Section 7.4(a)) as provided in Article IV. However, neither account will be credited with any further Employer contributions. (e) Required minimum distributions (Code Section 401(a)(9)). Notwithstanding any provision in the Plan to the contrary, the distribution of a Participant's benefits shall be made in accordance with the requirements of Section 7.7. (f) Except as limited by Sections 7.5 and 7.6, whenever the Trustee is to make a distribution or to commence a series of payments, the distribution or series of payments may be made or begun on such date or as soon thereafter as is practicable. However, unless a Former Participant elects in writing to defer the receipt of benefits (such election may not result in a death benefit that is more than incidental), the payment of benefits shall begin not later than the sixtieth (60th) day after the close of the Plan Year in which the latest of the following events occurs: (1) the date on which the Participant attains the earlier of age 65 or the Normal Retirement Age specified herein; (2) the tenth (10th) anniversary of the year in which the Participant commenced participation in the Plan; or (3) the date the Participant terminates his service with the Employer. (g) If a distribution is made to a Participant who has not severed employment and who is not fully Vested in the Participant's Account and the Participant may increase the Vested percentage in such account, then, at any relevant time the Participant's Vested portion of the account will be equal to an amount ("X") determined by the formula: X equals P(AB plus D) - D For purposes of applying the formula: P is the Vested percentage at the relevant time, AB is the account balance at the relevant time, and D is the amount of distribution. 7.6 HOW PLAN BENEFIT WILL BE DISTRIBUTED (a) Distribution of a Participant's benefit may be made in cash or Company Stock or both, provided, however, that if a Participant or Beneficiary so demands, such benefit shall be distributed only in the form of Company Stock. Prior to making a distribution of benefits, the Administrator shall advise the Participant or the Participant's Beneficiary, in writing (or such other form as permitted by the Internal Revenue Service), of the right to demand that benefits be distributed solely in Company Stock. 36


 
(b) If a Participant or Beneficiary demands that benefits be distributed solely in Company Stock, distribution of a Participant's benefit will be made entirely in whole shares or other units of Company Stock. Any balance in a Participant's Other Investments Account will be applied to acquire for distribution the maximum number of whole shares or other units of Company Stock at the then fair market value. Any fractional unit value unexpended will be distributed in cash. If Company Stock is not available for purchase by the Trustee, then the Trustee shall hold such balance until Company Stock is acquired and then make such distribution, subject to Sections 7.5(f) and 7.7. (c) The Trustee will make distribution from the Trust only on instructions from the Administrator. (d) Notwithstanding anything contained herein to the contrary, if the Employer charter or by-laws restrict ownership of substantially all shares of Company Stock to Employees and the Trust Fund, as described in Code Section 409(h)(2)(B)(ii)(I), then the Administrator shall distribute a Participant's Account entirely in cash without granting the Participant the right to demand distribution in shares of Company Stock. (e) Except as otherwise provided herein, Company Stock distributed by the Trustee may be restricted as to sale or transfer by the by-laws or articles of incorporation of the Employer, provided restrictions are applicable to all Company Stock of the same class. If a Participant is required to offer the sale of Company Stock to the Employer before offering to sell Company Stock to a third party, in no event may the Employer pay a price less than that offered to the distributee by another potential buyer making a bona fide offer and in no event shall the Trustee pay a price less than the fair market value of the Company Stock. 7.7 REQUIRED MINIMUM DISTRIBUTIONS (a) General Rules (1) Precedence. The requirements of this Section will take precedence over any inconsistent provisions of the Plan. (2) Requirements of Treasury Regulations Incorporated. All distributions required under this Section will be determined and made in accordance with the Regulations under Code Section 401(a)(9). (3) TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Section and the Plan, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA. 37


 
(b) Time and Manner of Distribution (1) Required Beginning Date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's required beginning date. (2) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows as elected by the Participant or the Participant's designated beneficiary: (i) If the Participant's surviving spouse is the Participant's sole designated beneficiary, then, except as otherwise provided herein, distributions to the surviving spouse will begin by December 31st of the calendar year immediately following the calendar year in which the Participant died, or by December 31st of the calendar year in which the Participant would have attained age 70 1/2, if later. (ii) If the Participant or the Participant's designated beneficiary so elects, or if the Participant's surviving spouse is not the Participant's sole designated beneficiary, then, except as provided in Section 7.7(b)(3) below, distributions to the designated beneficiary will begin by December 31st of the calendar year immediately following the calendar year in which the Participant died. (iii) If the Participant or the Participant's designated beneficiary so elects, or if there is no designated beneficiary as of September 30th of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31st of the calendar year containing the fifth anniversary of the Participant's death. (iv) Participants or Beneficiaries may elect on an individual basis whether the 5-year rule (described in (iii) above) or the life expectancy rule (described in (i) and (ii) above) applies to distributions after the death of a Participant who has a designated Beneficiary. The election must be made no later than the earlier of September 30th of the calendar year in which distribution would be required to begin under this Section otherwise, or by September 30th of the calendar year which contains the fifth anniversary of the Participant's (or, if applicable, surviving spouse's) death. (v) If the Participant's surviving spouse is the Participant's sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, 38


 
this Section 7.7(b)(2), other than Section 7.7(b)(2)(i), will apply as if the surviving spouse were the Participant. For purposes of this Section 7.7(b)(2) and Section 7.7(b)(3) unless Section 7.7(b)(2)(v) applies, distributions are considered to begin on the Participant's required beginning date. If Section 7.7(b)(2)(v) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 7.7(b)(2)(i). (3) Forms of Distribution. Unless the Participant's interest is distributed in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 7.7(c) and 7.7(d). (c) Required minimum distributions during Participant's lifetime (1) Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant's lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of: (i) the quotient obtained by dividing the Participant's account balance by the distribution period in the Uniform Lifetime Table set forth in Regulation Section 1.401(a)(9)-9, Q&A-2, using the Participant's age as of the Participant's birthday in the distribution calendar year; or (ii) if the Participant's sole designated beneficiary for the distribution calendar year is the Participant's spouse, the quotient obtained by dividing the Participant's account balance by the number in the Joint and Last Survivor Table set forth in Regulation Section 1.401(a)(9)-9, Q&A-3, using the Participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the distribution calendar year. (2) Lifetime Required Minimum Distributions Continue Through Year of Participant's Death. Required minimum distributions will be determined under this Section 7.7(c) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant's date of death. (d) Required minimum distributions after Participant's death (1) Death On or After Date Distributions Begin. (i) Participant Survived by designated beneficiary. If the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the 39


 
Participant's death is the quotient obtained by dividing the Participant's account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant's designated beneficiary, determined as follows: (A) The Participant's remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (B) If the Participant's surviving spouse is the Participant's sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant's death using the surviving spouse's age as of the spouse's birthday in that year. For distribution calendar years after the year of the surviving spouse's death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's death, reduced by one for each subsequent calendar year. (C) If the Participant's surviving spouse is not the Participant's sole designated beneficiary, the designated beneficiary's remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participant's death, reduced by one for each subsequent year. (ii) No designated beneficiary. If the Participant dies on or after the date distributions begin and there is no designated beneficiary as of September 30th of the year after the year of the Participant's death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the Participant's remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (2) Death Before Date Distributions Begin. (i) Participant Survived by designated beneficiary. Except as provided in Section 7.7(b)(3), if the Participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the remaining life expectancy of the Participant's designated beneficiary, determined as provided in Section 7.7(d)(1). 40


 
(ii) No designated beneficiary. If the Participant dies before the date distributions begin and there is no designated beneficiary as of September 30th of the year following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31st of the calendar year containing the fifth anniversary of the Participant's death. (iii) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant's sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 7.7(b)(2)(i), this Section 7.7(d)(2) will apply as if the surviving spouse were the Participant. (e) Definitions. For purposes of this Section, the following definitions apply: (1) "Designated beneficiary" means the individual who is designated as the Beneficiary under the Plan and is the designated beneficiary under Code Section 401(a)(9) and Regulation Section 1.401(a)(9)-1, Q&A-4. (2) "Distribution calendar year" means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's "Required beginning date." For distributions beginning after the Participant's death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 7.7(b). The required minimum distribution for the Participant's first distribution calendar year will be made on or before the Participant's "Required beginning date." The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's "Required beginning date" occurs, will be made on or before December 31st of that distribution calendar year. (3) "Life expectancy" means the life expectancy as computed by use of the Single Life Table in Regulation Section 1.401(a)(9)-9. (4) "Participant's account balance" means the Participant's account balance as of the last valuation date in the calendar year immediately preceding the "Distribution calendar year" (valuation calendar year) increased by the amount of any contributions made and allocated or Forfeitures allocated to the account balance as of the dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the 41


 
"Distribution calendar year" if distributed or transferred in the valuation calendar year. (5) "Required beginning date" means, with respect to any Participant, April 1st of the calendar year following the later of the calendar year in which the Participant attains age 70 1/2 or the calendar year in which the Participant retires, except that benefit distributions to a "5-percent owner" must commence by April 1st of the calendar year following the calendar year in which the Participant attains age 70 1/2. (6) "5-percent owner" means a Participant who is a 5-percent owner as defined in Code Section 416 at any time during the Plan Year ending with or within the calendar year in which such owner attains age 70 1/2. Once distributions have begun to a 5-percent owner under this Section they must continue to be distributed, even if the Participant ceases to be a 5-percent owner in a subsequent year. (f) 2009 Transition Rules. (1) Notwithstanding the provisions of the Plan relating to required minimum distributions under Code Section 401(a)(9), a Participant or Beneficiary who would have been required to receive required minimum distributions for 2009 but for the enactment of Code Section 401(a)(9)(H) ("2009 RMDs"), and who would have satisfied that requirement by receiving distributions that are equal to the 2009 RMDs will not receive those distributions for 2009 unless the Participant or Beneficiary chooses to receive such distributions. Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distributions described in the preceding sentence. 7.8 DISTRIBUTION FOR MINOR OR INCOMPETENT INDIVIDUAL In the event a distribution is to be made to a minor or incompetent individual, then the Administrator may direct that such distribution be paid to the court appointed legal guardian or any other person authorized under state law to receive such distribution, or if none, then in the case of a minor individual, to a parent of such individual, or to the custodian for such individual under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted by the laws of the state in which said individual resides. Such a payment to the guardian, custodian or parent of a minor or incompetent individual shall fully discharge the Trustee (or Insurer), Employer, and Plan from further liability on account thereof. 7.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN In the event that all, or any portion, of the distribution payable to a Participant or Beneficiary hereunder shall, at the later of the Participant's attainment of age 62 or Normal Retirement Age, remain unpaid solely by reason of the inability of the Administrator, after sending a registered letter, return receipt requested, to the last known address, and after further diligent effort, to ascertain the whereabouts of such Participant or Beneficiary, the amount so distributable may either, at the discretion of the Administrator, be treated as a Forfeiture or paid 42


 
directly to an individual retirement account described in Code Section 408(a) or individual retirement annuity described in Code Section 408(b) pursuant to the Plan. However, the foregoing shall also apply prior to the later of a Participant's attainment of age 62 or Normal Retirement Age if, pursuant to the terms of the Plan, a mandatory distribution may be made to the Participant without the Participant's consent and the amount of such distribution is not more than $1,000. In the event a Participant or Beneficiary is located subsequent to a Forfeiture, such benefit shall be restored, first from Forfeitures, if any, and then from an additional Employer contribution if necessary. However, regardless of the preceding, a benefit which is lost by reason of escheat under applicable state law is not treated as a Forfeiture for purposes of this Section nor as an impermissible forfeiture under the Code. 7.10 NONTERMINABLE PROTECTIONS AND RIGHTS If the Plan ever had an exempt loan, then no Company Stock acquired with the proceeds of such exempt loan may be subject to a put, call, or other option, or buy-sell or similar arrangement when held by and when distributed from the Trust Fund, whether or not the Plan is then an ESOP. The protections and rights granted in this Section are nonterminable, and such protections and rights shall continue to exist under the terms of this Plan so long as any Company Stock acquired with the proceeds of an exempt loan is held by the Trust Fund or by any Participant or other person for whose benefit such protections and rights have been created, and neither the repayment of such loan nor the failure of the Plan to be an ESOP, nor an amendment of the Plan shall cause a termination of said protections and rights. An exempt loan for purposes of this paragraph is a loan that was made by a disqualified person or a loan to the Plan which is guaranteed by a disqualified person. A disqualified person for purposes of this paragraph means a person who is a Fiduciary, a person providing services to the Plan, an Employer any of whose Employees are covered by the Plan, an employee organization any of whose members are covered by the Plan, an owner, direct or indirect, of 50% or more of the total combined voting power of all classes of voting stock or of the total value of all classes of the stock, or an officer, director, 10% or more shareholder, or a highly compensated Employee. 7.11 PRE-RETIREMENT DISTRIBUTION (a) Distributions while still employed. At such time as a Participant shall have attained the age of 62 years, the Administrator, at the election of the Participant who has not severed employment with the Employer, shall direct the Trustee to distribute up to 25% of the Vested amount then credited to the accounts maintained on behalf of the Participant. The Vested amount will be determined as of the last day of the Plan Year in which the Participant attained the age of 62 years. In the event that the Administrator makes such a distribution, the Participant shall continue to be eligible to participate in the Plan on the same basis as any other Employee. Any distribution made pursuant to this Section shall be made in a manner consistent with Sections 7.5 and 7.6, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations thereunder. 7.12 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION All rights and benefits, including elections, provided to a Participant in this Plan shall be subject to the rights afforded to any "alternate payee" under a "qualified domestic 43


 
relations order." Furthermore, a distribution to an "alternate payee" shall be permitted if such distribution is authorized by a "qualified domestic relations order," even if the affected Participant has not separated from service and has not reached the "earliest retirement age" under the Plan. For the purposes of this Section, "alternate payee," "qualified domestic relations order" and "earliest retirement age" shall have the meaning set forth under Code Section 414(p). Effective on and after April 6, 2007, a domestic relations order that otherwise satisfies the requirements for a qualified domestic relations order ("QDRO") will not fail to be a QDRO: (i) solely because the order is issued after, or revises, another domestic relations order or QDRO; or (ii) solely because of the time at which the order is issued, including issuance after the Participant's death. A domestic relations order described in this paragraph is subject to the same requirements and protections that apply to QDROs. 7.13 DIRECT ROLLOVER (a) This Section applies to distributions made on or after January 1, 2002. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a "distributee's" election under this Section, a "distributee" may elect, at the time and in the manner prescribed by the Administrator, to have any portion of an "eligible rollover distribution" that is equal to at least $500 paid directly to an "eligible retirement plan" specified by the "distributee" in a "direct rollover." (b) For purposes of this Section the following definitions shall apply: (1) An "eligible rollover distribution" means any distribution described in Code Section 402(c)(4) and generally includes any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the "distributee" or the joint lives (or joint life expectancies) of the "distributee" and the "distributee's" designated beneficiary, or for a specified period of ten (10) years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); the portion of any other distribution(s) that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and any other distribution reasonably expected to total less than $200 during a year. Any amount that is distributed on account of hardship shall not be an eligible rollover distribution and the "distributee" may not elect to have any portion of such a distribution paid directly to an "eligible retirement plan." (2) An "eligible retirement plan" is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b) (other than an endowment contract), a qualified trust (an employees' trust) described in Code Section 401(a) which is exempt from tax under Code Section 501(a) and which agrees to separately account for amounts transferred into such plan from this Plan, 44


 
an annuity plan described in Code Section 403(a), an eligible deferred compensation plan described in Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality thereof which agrees to separately account for amounts transferred into such plan from this Plan, and an annuity contract described in Code Section 403(b) that accepts the distributee's eligible rollover distribution. However, in the case of an "eligible rollover" distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Code Section 414(p). In addition, for distributions made after December 31, 2007, a Participant may elect to directly roll over an "eligible rollover distribution" to a Roth IRA described in Code Section 408A(b). (3) A "distributee" includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are "distributees" with regard to the interest of the spouse or former spouse. For distributions after December 31, 2006, a nonspouse beneficiary who is a "designated beneficiary" under Code Section 401(a)(9)(E) and the Regulations thereunder, by a direct trustee-to-trustee transfer ("direct rollover"), may roll over all or any portion of his or her distribution to an individual retirement account the beneficiary establishes for purposes of receiving the distribution. In order to be able to roll over the distribution, the distribution otherwise must be an "eligible rollover distribution." If the Participant's named beneficiary is a trust, the Plan may make a direct rollover to an individual retirement account on behalf of the trust, provided the trust satisfies the requirements to be a designated beneficiary within the meaning of Code Section 401(a)(9)(E). A nonspouse beneficiary may not roll over an amount which is a required minimum distribution, as determined under applicable Regulations and other Revenue Service guidance. If the Participant dies before his or her required beginning date and the nonspouse Beneficiary rolls over to an IRA the maximum amount eligible for rollover, the beneficiary may elect to use either the 5-year rule or the life expectancy rule, pursuant to Regulations Section 1.401(a)(9)-3, A-4(c), in determining the required minimum distributions from the IRA that receives the non-spouse beneficiary's distribution. (4) A "direct rollover" is a payment by the Plan to the "eligible retirement plan" specified by the "distributee." (c) Any "direct rollover" of Company Stock to an IRA (an individual retirement account described in Code Section 408(a) or an individual retirement 45


 
annuity described in Code Section 408(b) (other than an endowment contract)), shall be subject to the following requirements: (1) If the Employer is an electing S corporation under Code Section 1362(a), then the Employer must repurchase the Company Stock immediately upon the Plan's distribution of the Company Stock to an IRA; (2) Either the Employer actually repurchases the Company Stock contemporaneously, and effective the same day as, the distribution, or the Plan assumes the rights and obligations of the Employer to repurchase the Company Stock immediately upon the Plan's distribution of the Company Stock to an IRA and the Plan actually repurchases the Company Stock contemporaneously with, and effective on the same day as, the distribution; and (3) No income (including tax-exempt income) loss, deduction, or credit attributable to the distributed Company Stock under Code Section 1366 is allocated to the Participant's IRA. (d) Participant Notice. A Participant entitled to an eligible rollover distribution must receive a written explanation of his/her right to a direct rollover, the tax consequences of not making a direct rollover, and, if applicable, any available special income tax elections. The notice must be provided within the same 30-to-180 (90 for Plan Years beginning before January 1, 2007) day timeframe applicable to the Participant consent notice. The direct rollover notice must be provided to all Participants, unless the total amount the Participant will receive as a distribution during the calendar year is expected to be less than $200. 7.14 CORRECTIVE DISTRIBUTIONS Nothing in this Article shall preclude the Administrator from making a distribution to a Participant to the extent such distribution is made to correct a qualification defect in accordance with the correction procedures under the IRS's Employee Plans Compliance Resolution System or any other voluntary compliance programs. ARTICLE VIII TRUSTEE 8.1 BASIC RESPONSIBILITIES OF THE TRUSTEE (a) The Trustee shall have the following categories of responsibilities: (1) Consistent with the "funding policy and method" determined by the Employer, to invest, manage, and control the Plan assets subject, however, to the direction of the Employer or an Investment Manager appointed by the Employer or any agent of the Employer; 46


 
(2) At the direction of the Administrator, to pay benefits required under the Plan to be paid to Participants, or, in the event of their death, to their Beneficiaries; and (3) To maintain records of receipts and disbursements and furnish to the Employer and/or Administrator for each Plan Year a written annual report pursuant to Section 8.7. (b) In the event that the Trustee shall be directed by the Employer, an Investment Manager or other agent appointed by the Employer with respect to the investment of any or all Plan assets, the Trustee shall have no liability with respect to the investment of such assets, but shall be responsible only to execute such investment instructions as so directed. (1) The Trustee shall be entitled to rely fully on the written (or other form acceptable to the Administrator and the Trustee, including, but not limited to, voice recorded) instructions of the Employer, or any Fiduciary or nonfiduciary agent of the Employer, in the discharge of such duties, and shall not be liable for any loss or other liability, resulting from such direction (or lack of direction) of the investment of any part of the Plan assets. (2) The Trustee may delegate the duty of executing such instructions to any nonfiduciary agent, which may be an affiliate of the Trustee or any Plan representative. (c) If there shall be more than one Trustee, they shall act by a majority of their number, but may authorize one or more of them to sign papers on their behalf. 8.2 INVESTMENT POWERS AND DUTIES OF THE TRUSTEE (a) The Trustee shall invest and reinvest the Trust Fund to keep the Trust Fund invested without distinction between principal and income and in such securities or property, real or personal, wherever situated, as the Trustee shall deem advisable, including, but not limited to, stocks, common or preferred, open-end or close-end mutual funds, bonds and other evidences of indebtedness or ownership, and real estate or any interest therein. The Trustee shall at all times in making investments of the Trust Fund consider, among other factors, the short and long-term financial needs of the Plan on the basis of information furnished by the Employer. In making such investments, the Trustee shall not be restricted to securities or other property of the character expressly authorized by the applicable law for trust investments; however, the Trustee shall give due regard to any limitations imposed by the Code or the Act so that at all times the Plan may qualify as an Employee Stock Ownership Plan and Trust. (b) The Trustee may employ a bank or trust company pursuant to the terms of its usual and customary bank agency agreement, under which the duties 47


 
of such bank or trust company shall be of a custodial, clerical and record-keeping nature. (c) The Trustee may transfer to a common, collective, pooled trust fund or money market fund maintained by any corporate Trustee or affiliate thereof hereunder, all or such part of the Trust Fund as the Trustee may deem advisable, and such part or all of the Trust Fund so transferred shall be subject to all the terms and provisions of the common, collective, pooled trust fund or money market fund which contemplate the commingling for investment purposes of such trust assets with trust assets of other trusts. The Trustee may transfer any part of the Trust Fund intended for temporary investment of cash balances to a money market fund maintained by American Trust & Savings Bank or its affiliates. The Trustee may withdraw from such common, collective, pooled trust fund or money market fund all or such part of the Trust Fund as the Trustee may deem advisable. (d) In the event the Trustee invests any part of the Trust Fund, pursuant to the directions of the Administrator, in any shares of stock issued by the Employer, and the Administrator thereafter directs the Trustee to dispose of such investment, or any part thereof, under circumstances which, in the opinion of counsel for the Trustee, require registration of the securities under the Securities Act of 1933 and/or qualification of the securities under the Blue Sky laws of any state or states, then the Employer at its own expense, will take or cause to be taken any and all such action as may be necessary or appropriate to effect such registration and/or qualification. 8.3 OTHER POWERS OF THE TRUSTEE The Trustee, in addition to all powers and authorities under common law, statutory authority, including the Act, and other provisions of the Plan, shall have the following powers and authorities, to be exercised in the Trustee's sole discretion: (a) To purchase, or subscribe for, any securities or other property and to retain the same. In conjunction with the purchase of securities, margin accounts may be opened and maintained; (b) To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to oppose, or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities, or other property. However, the Trustee shall not vote proxies relating to securities for which it has not been assigned full investment management responsibilities. In those cases where another party has such investment authority or discretion, the Trustee will deliver all proxies to said party who will then have full responsibility for voting those proxies; 48


 
(c) To cause any securities or other property to be registered in the Trustee's own name or in the name of a nominee or in a street name provided such securities or other property are held on behalf of the Plan by (i) a bank or trust company, (ii) a broker or dealer registered under the Securities Exchange Act of 1934, or a nominee of such broker or dealer, or (iii) a clearing agency as defined in Section 3(a)(23) of the Securities Exchange Act of 1934; (d) To keep such portion of the Trust Fund in cash or cash balances as the Trustee may, from time to time, deem to be in the best interests of the Plan, without liability for interest thereon; (e) To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (f) To invest funds of the Trust in time deposits or savings accounts bearing a reasonable rate of interest or in cash or cash balances without liability for interest thereon, including the specific authority to invest in any type of deposit of the Trustee (or of a financial institution related to a Trustee); (g) To invest in shares of investment companies registered under the Investment Company Act of 1940, including any money market fund advised by or offered through American Trust & Savings Bank; (h) To deposit monies in federally insured savings accounts or certificates of deposit in banks or savings and loan associations including the specific authority to make deposit into any savings accounts or certificates of deposit of the Trustee (or a financial institution related to the Trustee); (i) To vote Company Stock as provided in Section 8.4; (j) To consent to or otherwise participate in reorganizations, recapitalizations, consolidations, mergers and similar transactions with respect to Company Stock or any other securities and to pay any assessments or charges in connection therewith; (k) To deposit such Company Stock (but only if such deposit does not violate the provisions of Section 8.4 hereof) or other securities in any voting trust, or with any protective or like committee, or with a trustee or with depositories designated thereby; (l) To sell or exercise any options, subscription rights and conversion privileges and to make any payments incidental thereto; (m) To exercise any of the powers of an owner, with respect to such Company Stock and other securities or other property comprising the Trust Fund. The Administrator, with the Trustee's approval, may authorize the Trustee to act on any administrative matter or class of matters with respect to which direction or 49


 
instruction to the Trustee by the Administrator is called for hereunder without specific direction or other instruction from the Administrator; (n) To sell, purchase and acquire put or call options if the options are traded on and purchased through a national securities exchange registered under the Securities Exchange Act of 1934, as amended, or, if the options are not traded on a national securities exchange, are guaranteed by a member firm of the New York Stock Exchange regardless of whether such options are covered; and (o) To do all such acts and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to carry out the purposes of the Plan. 8.4 VOTING COMPANY STOCK The Trustee shall vote all Company Stock held by it as part of the Plan assets. Provided, however, that if any agreement entered into by the Trust provides for voting of any shares of Company Stock pledged as security for any obligation of the Plan, then such shares of Company Stock shall be voted in accordance with such agreement. If the Trustee does not timely receive voting directions from a Participant or Beneficiary with respect to any Company Stock allocated to that Participant's or Beneficiary's Company Stock Account, the Trustee shall vote such Company Stock. Notwithstanding the foregoing, if the Employer has a registration-type class of securities, each Participant or Beneficiary shall be entitled to direct the Trustee as to the manner in which the Company Stock which is entitled to vote and which is allocated to the Company Stock Account of such Participant or Beneficiary is to be voted. If the Employer does not have a registration-type class of securities, each Participant or Beneficiary in the Plan shall be entitled to direct the Trustee as to the manner in which voting rights on shares of Company Stock which are allocated to the Company Stock Account of such Participant or Beneficiary are to be exercised with respect to any corporate matter which involves the voting of such shares with respect to the approval or disapproval of any corporate merger or consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of a trade or business, or such similar transaction as prescribed in Regulations. For purposes of this Section the term "registration-type class of securities" means: (A) a class of securities required to be registered under Section 12 of the Securities Exchange Act of 1934; and (B) a class of securities which would be required to be so registered except for the exemption from registration provided in subsection (g)(2)(H) of such Section 12. If the Employer does not have a registration-type class of securities and the by-laws of the Employer require the Plan to vote an issue in a manner that reflects a one-man, one-vote philosophy, each Participant or Beneficiary shall be entitled to cast one vote on an issue and the Trustee shall vote the shares held by the Plan in proportion to the results of the votes cast on the issue by the Participants and Beneficiaries. 50


 
8.5 DUTIES OF THE TRUSTEE REGARDING PAYMENTS At the direction of the Administrator, the Trustee shall, from time to time, in accordance with the terms of the Plan, make payments out of the Trust Fund. The Trustee shall not be responsible in any way for the application of such payments. 8.6 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES The Trustee shall be paid such reasonable compensation as set forth in the Trustee's fee schedule (if the Trustee has such a schedule) or as agreed upon in writing by the Employer and the Trustee. However, an individual serving as Trustee who already receives full-time pay from the Employer shall not receive compensation from the Plan. In addition, the Trustee shall be reimbursed for any reasonable expenses, including reasonable counsel fees incurred by it as Trustee. Such compensation and expenses shall be paid from the Trust Fund unless paid or advanced by the Employer. All taxes of any kind whatsoever that may be levied or assessed under existing or future laws upon, or in respect of, the Trust Fund or the income thereof, shall be paid from the Trust Fund. 8.7 ANNUAL REPORT OF THE TRUSTEE (a) Within a reasonable period of time after the later of the Anniversary Date or receipt of the Employer contribution for each Plan Year, the Trustee, or its agent, shall furnish to the Employer and Administrator a written statement of account with respect to the Plan Year for which such contribution was made setting forth: (1) the net income, or loss, of the Trust Fund; (2) the gains, or losses, realized by the Trust Fund upon sales or other disposition of the assets; (3) the increase, or decrease, in the value of the Trust Fund; (4) all payments and distributions made from the Trust Fund; and (5) such further information as the Trustee and/or Administrator deems appropriate. (b) The Employer, promptly upon its receipt of each such statement of account, shall acknowledge receipt thereof in writing and advise the Trustee and/or Administrator of its approval or disapproval thereof. Failure by the Employer to disapprove any such statement of account within thirty (30) days after its receipt thereof shall be deemed an approval thereof. The approval by the Employer of any statement of account shall be binding on the Employer and the Trustee as to all matters contained in the statement to the same extent as if the account of the Trustee had been settled by judgment or decree in an action for a judicial settlement of its account in a court of competent jurisdiction in which the Trustee, the Employer and all persons having or claiming an interest in the Plan 51


 
were parties. However, nothing contained in this Section shall deprive the Trustee of its right to have its accounts judicially settled if the Trustee so desires. 8.8 AUDIT (a) If an audit of the Plan's records shall be required by the Act and the regulations thereunder for any Plan Year, the Administrator shall direct the Trustee to engage on behalf of all Participants an independent qualified public accountant for that purpose. Such accountant shall, after an audit of the books and records of the Plan in accordance with generally accepted auditing standards, within a reasonable period after the close of the Plan Year, furnish to the Administrator and the Trustee a report of the audit setting forth the accountant's opinion as to whether any statements, schedules or lists that are required by Act Section 103 or the Secretary of Labor to be filed with the Plan's annual report, are presented fairly in conformity with generally accepted accounting principles applied consistently. (b) All auditing and accounting fees shall be an expense of and may, at the election of the Employer, be paid from the Trust Fund. (c) If some or all of the information necessary to enable the Administrator to comply with Act Section 103 is maintained by a bank, insurance company, or similar institution, regulated, supervised, and subject to periodic examination by a state or federal agency, then it shall transmit and certify the accuracy of that information to the Administrator as provided in Act Section 103(b) within one hundred twenty (120) days after the end of the Plan Year or by such other date as may be prescribed under regulations of the Secretary of Labor. 8.9 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE (a) Unless otherwise agreed to by both the Trustee and the Employer, a Trustee may resign at any time by delivering to the Employer, at least thirty (30) days before its effective date, a written notice of resignation. (b) Unless otherwise agreed to by both the Trustee and the Employer, the Employer may remove a Trustee at any time by delivering to the Trustee, at least thirty (30) days before its effective date, a written notice of such Trustee's removal. (c) Upon the death, resignation, incapacity, or removal of any Trustee, a successor may be appointed by the Employer; and such successor, upon accepting such appointment in writing and delivering same to the Employer, shall, without further act, become vested with all the powers and responsibilities of the predecessor as if such successor had been originally named as a Trustee herein. Until such a successor is appointed, the remaining Trustee or Trustees shall have full authority to act under the terms of the Plan. 52


 
(d) The Employer may designate one or more successors prior to the death, resignation, incapacity, or removal of a Trustee. In the event a successor is so designated by the Employer and accepts such designation, the successor shall, without further act, become vested with all the powers and responsibilities of the predecessor as if such successor had been named as Trustee herein immediately upon the death, resignation, incapacity, or removal of the predecessor. (e) Whenever any Trustee hereunder ceases to serve as such, the Trustee shall furnish to the Employer and Administrator a written statement of account with respect to the portion of the Plan Year during which the individual or entity served as Trustee. This statement shall be either (i) included as part of the annual statement of account for the Plan Year required under Section 8.7 or (ii) set forth in a special statement. Any such special statement of account should be rendered to the Employer no later than the due date of the annual statement of account for the Plan Year. The procedures set forth in Section 8.7 for the approval by the Employer of annual statements of account shall apply to any special statement of account rendered hereunder and approval by the Employer of any such special statement in the manner provided in Section 8.7 shall have the same effect upon the statement as the Employer's approval of an annual statement of account. No successor to the Trustee shall have any duty or responsibility to investigate the acts or transactions of any predecessor who has rendered all statements of account required by Section 8.7 and this subparagraph. 8.10 TRANSFER OF INTEREST Notwithstanding any other provision contained in this Plan, the Trustee at the direction of the Administrator shall transfer the Vested interest, if any, of a Participant to another trust forming part of a pension, profit sharing or stock bonus plan maintained by such Participant's new employer and represented by said employer in writing as meeting the requirements of Code Section 401(a), provided that the trust to which such transfers are made permits the transfer to be made. 8.11 TRUSTEE INDEMNIFICATION The Employer agrees to indemnify and hold harmless the Trustee against any and all claims, losses, damages, expenses and liabilities the Trustee may incur in the exercise and performance of the Trustee’s power and duties hereunder, unless the same are determined to be due to gross negligence or willful misconduct. ARTICLE IX AMENDMENT, TERMINATION AND MERGERS 9.1 AMENDMENT (a) The Employer shall have the right at any time to amend this Plan subject to the limitations of this Section. However, any amendment which affects the rights, duties or responsibilities of the Trustee or Administrator, may only be made with the Trustee's or Administrator's written consent. Any such amendment shall become effective as provided therein upon its execution. The Trustee shall 53


 
not be required to execute any such amendment unless the amendment affects the duties of the Trustee hereunder. (b) No amendment to the Plan shall be effective if it authorizes or permits any part of the Trust Fund (other than such part as is required to pay taxes and administration expenses) to be used for or diverted to any purpose other than for the exclusive benefit of the Participants or their Beneficiaries or estates; or causes any reduction in the amount credited to the account of any Participant; or causes or permits any portion of the Trust Fund to revert to or become property of the Employer. (c) Except as permitted by Regulations (including Regulation 1.411(d)-4) or other IRS guidance, no Plan amendment or transaction having the effect of a Plan amendment (such as a merger, plan transfer or similar transaction) shall be effective if it eliminates or reduces any "Section 411(d)(6) protected benefit" or adds or modifies conditions relating to "Section 411(d)(6) protected benefits" which results in a further restriction on such benefit unless such "Section 411(d)(6) protected benefits" are preserved with respect to benefits accrued as of the later of the adoption date or effective date of the amendment. "Section 411(d)(6) protected benefits" are benefits described in Code Section 411(d)(6)(A), early retirement benefits and retirement-type subsidies, and optional forms of benefit. 9.2 TERMINATION (a) The Employer shall have the right at any time to terminate the Plan by delivering to the Trustee and Administrator written notice of such termination. Upon any full or partial termination, all amounts credited to the affected Participants' Accounts shall become 100% Vested as provided in Section 7.4 and shall not thereafter be subject to forfeiture, and all unallocated amounts (other than the Unallocated Suspense Account), including Forfeitures, shall be allocated to the accounts of all Participants in accordance with the provisions hereof. (b) Upon the full termination of the Plan, the Employer shall direct the distribution of the assets of the Trust Fund to Participants in a manner which is consistent with and satisfies the provisions of Sections 7.5 and 7.6. Except as permitted by Regulations, the termination of the Plan shall not result in the reduction of "Section 411(d)(6) protected benefits" in accordance with Section 9.1(c). 9.3 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS This Plan and Trust may be merged or consolidated with, or its assets and/or liabilities may be transferred to any other plan and trust only if the benefits which would be received by a Participant of this Plan, in the event of a termination of the Plan immediately after such transfer, merger or consolidation, are at least equal to the benefits the Participant would have received if the Plan had terminated immediately before the transfer, merger or consolidation, and such transfer, merger or consolidation does not otherwise result in the 54


 
elimination or reduction of any "Section 411(d)(6) protected benefits" in accordance with Section 9.1(c). ARTICLE X TOP HEAVY 10.1 TOP HEAVY PLAN REQUIREMENTS For any Top Heavy Plan Year, the Plan shall provide the special vesting requirements of Code Section 416(b) pursuant to Section 7.4 of the Plan and the special minimum allocation requirements of Code Section 416(c) pursuant to Section 4.3 of the Plan. 10.2 DETERMINATION OF TOP HEAVY STATUS (a) This Plan shall be a Top Heavy Plan for any Plan Year in which, as of the "determination date," (1) the Present Value of Accrued Benefits of Key Employees and (2) the sum of the Aggregate Accounts of Key Employees under this Plan and all plans of an Aggregation Group, exceeds sixty percent (60%) of the Present Value of Accrued Benefits and the Aggregate Accounts of all Key and Non-Key Employees under this Plan and all plans of an Aggregation Group. If any Participant is a Non-Key Employee for any Plan Year, but such Participant was a Key Employee for any prior Plan Year, such Participant's Present Value of Accrued Benefit and/or Aggregate Account balance shall not be taken into account for purposes of determining whether this Plan is a Top Heavy Plan (or whether any Aggregation Group which includes this Plan is a Top Heavy Group). In addition, if a Participant or Former Participant has not performed any services for any Employer maintaining the Plan at any time during the one-year period ending on the "determination date," any accrued benefit for such Participant or Former Participant shall not be taken into account for the purposes of determining whether this Plan is a Top Heavy Plan. (b) Aggregate Account: A Participant's Aggregate Account as of the "determination date" is the sum of: (1) the Participant's Account balance as of the most recent valuation occurring within a twelve (12) month period ending on the "determination date." However, with respect to Employees not performing services for the Employer during the year ending on the "determination date," the Participant's Account balance as of the most recent valuation occurring within a twelve (12) month period ending on the "determination date" shall not be taken into account for purposes of this Section. (2) an adjustment for any contributions due as of the "determination date." Such adjustment shall be the amount of any contributions actually made after the Valuation Date but due on or before the "determination date," except for the first Plan Year when such adjustment shall also reflect the amount of any contributions made after the "determination date" that are allocated as of a date in that first Plan Year. 55


 
(3) any Plan distributions made within the Plan Year that includes the "determination date" or, with respect to distributions made for a reason other than severance from employment, disability or death, within the five (5) preceding Plan Years. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of distributions made after the Valuation Date and prior to the "determination date," such distributions are not included as distributions for top heavy purposes to the extent that such distributions are already included in the Participant's Aggregate Account balance as of the Valuation Date. (4) any Employee contributions, whether voluntary or mandatory. However, amounts attributable to tax deductible qualified voluntary employee contributions shall not be considered to be a part of the Participant's Aggregate Account balance. (5) with respect to unrelated rollovers and plan-to-plan transfers (ones which are both initiated by the Employee and made from a plan maintained by one employer to a plan maintained by another employer), if this Plan provides the rollovers or plan-to-plan transfers, it shall always consider such rollovers or plan-to-plan transfers as a distribution for the purposes of this Section. If this Plan is the plan accepting such rollovers or plan-to-plan transfers, it shall not consider such rollovers or plan-to-plan transfers as part of the Participant's Aggregate Account balance. (6) with respect to related rollovers and plan-to-plan transfers (ones either not initiated by the Employee or made to a plan maintained by the same employer), if this Plan provides the rollover or plan-to-plan transfer, it shall not be counted as a distribution for purposes of this Section. If this Plan is the plan accepting such rollover or plan-to-plan transfer, it shall consider such rollover or plan-to-plan transfer as part of the Participant's Aggregate Account balance, irrespective of the date on which such rollover or plan-to-plan transfer is accepted. (7) For the purposes of determining whether two employers are to be treated as the same employer in (5) and (6) above, all employers aggregated under Code Sections 414(b), (c), (m) and (o) are treated as the same employer. (c) "Aggregation Group" means either a Required Aggregation Group or a Permissive Aggregation Group as hereinafter determined. (1) Required Aggregation Group: In determining a Required Aggregation Group hereunder, each plan of the Employer in which a Key Employee is a participant in the Plan Year containing the Determination Date or any of the four preceding Plan Years, and each other plan of the Employer which enables any plan in which a Key Employee participates 56


 
to meet the requirements of Code Sections 401(a)(4) or 410, will be required to be aggregated. Such group shall be known as a Required Aggregation Group. In the case of a Required Aggregation Group, each plan in the group will be considered a Top Heavy Plan if the Required Aggregation Group is a Top Heavy Group. No plan in the Required Aggregation Group will be considered a Top Heavy Plan if the Required Aggregation Group is not a Top Heavy Group. (2) Permissive Aggregation Group: The Employer may also include any other plan not required to be included in the Required Aggregation Group, provided the resulting group, taken as a whole, would continue to satisfy the provisions of Code Sections 401(a)(4) and 410. Such group shall be known as a Permissive Aggregation Group. In the case of a Permissive Aggregation Group, only a plan that is part of the Required Aggregation Group will be considered a Top Heavy Plan if the Permissive Aggregation Group is a Top Heavy Group. No plan in the Permissive Aggregation Group will be considered a Top Heavy Plan if the Permissive Aggregation Group is not a Top Heavy Group. (3) Only those plans of the Employer in which the Determination Dates fall within the same calendar year shall be aggregated in order to determine whether such plans are Top Heavy Plans. (4) An Aggregation Group shall include any terminated plan of the Employer if it was maintained within the last five (5) years ending on the Determination Date. (d) "Determination date" means (a) the last day of the preceding Plan Year, or (b) in the case of the first Plan Year, the last day of such Plan Year. (e) Present Value of Accrued Benefit: In the case of a defined benefit plan, the Present Value of Accrued Benefit for a Participant other than a Key Employee, shall be as determined using the single accrual method used for all plans of the Employer and Affiliated Employers, or if no such single method exists, using a method which results in benefits accruing not more rapidly than the slowest accrual rate permitted under Code Section 411(b)(1)(C). The determination of the Present Value of Accrued Benefit shall be determined as of the most recent valuation date that falls within or ends with the 12-month period ending on the Determination Date except as provided in Code Section 416 and the Regulations thereunder for the first and second plan years of a defined benefit plan. 57


 
(f) "Top Heavy Group" means an Aggregation Group in which, as of the Determination Date, the sum of: (1) the Present Value of Accrued Benefits of Key Employees under all defined benefit plans included in the group, and (2) the Aggregate Accounts of Key Employees under all defined contribution plans included in the group, exceeds sixty percent (60%) of a similar sum determined for all Participants. ARTICLE XI MISCELLANEOUS 11.1 PARTICIPANT'S RIGHTS This Plan shall not be deemed to constitute a contract between the Employer and any Participant or to be a consideration or an inducement for the employment of any Participant or Employee. Nothing contained in this Plan shall be deemed to give any Participant or Employee the right to be retained in the service of the Employer or to interfere with the right of the Employer to discharge any Participant or Employee at any time regardless of the effect which such discharge shall have upon the Employee as a Participant of this Plan. 11.2 ALIENATION (a) Subject to the exceptions provided below, and as otherwise permitted by the Code and Act, no benefit which shall be payable out of the Trust Fund to any person (including a Participant or the Participant's Beneficiary) shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void; and no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements, or torts of any such person, nor shall it be subject to attachment or legal process for or against such person, and the same shall not be recognized by the Trustee, except to such extent as may be required by law. (b) Subsection (a) shall not apply to a "qualified domestic relations order" defined in Code Section 414(p), and those other domestic relations orders permitted to be so treated by the Administrator under the provisions of the Retirement Equity Act of 1984. The Administrator shall establish a written procedure to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. Further, to the extent provided under a "qualified domestic relations order," a former spouse of a Participant shall be treated as the spouse or surviving spouse for all purposes under the Plan. (c) Subsection (a) shall not apply to an offset to a Participant's accrued benefit against an amount that the Participant is ordered or required to pay the 58


 
Plan with respect to a judgment, order, or decree issued, or a settlement entered into in accordance with Code Sections 401(a)(13)(C) and (D). 11.3 CONSTRUCTION OF PLAN This Plan and Trust shall be construed and enforced according to the Code, the Act and the laws of the State of Iowa, other than its laws respecting choice of law, to the extent not pre-empted by the Act. 11.4 GENDER AND NUMBER Wherever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as though they were also used in another gender in all cases where they would so apply, and whenever any words are used herein in the singular or plural form, they shall be construed as though they were also used in the other form in all cases where they would so apply. 11.5 LEGAL ACTION In the event any claim, suit, or proceeding is brought regarding the Trust and/or Plan established hereunder to which the Trustee, the Employer or the Administrator may be a party, and such claim, suit, or proceeding is resolved in favor of the Trustee, the Employer or the Administrator, they shall be entitled to be reimbursed from the Trust Fund for any and all costs, attorney's fees, and other expenses pertaining thereto incurred by them for which they shall have become liable provided there has been no breach of fiduciary duty by the party seeking reimbursement. 11.6 PROHIBITION AGAINST DIVERSION OF FUNDS (a) Except as provided below and otherwise specifically permitted by law, it shall be impossible by operation of the Plan or of the Trust, by termination of either, by power of revocation or amendment, by the happening of any contingency, by collateral arrangement or by any other means, for any part of the corpus or income of any Trust Fund maintained pursuant to the Plan or any funds contributed thereto to be used for, or diverted to, purposes other than the exclusive benefit of Participants, Former Participants, or their Beneficiaries. (b) In the event the Employer shall make an excessive contribution under a mistake of fact pursuant to Act Section 403(c)(2)(A), the Employer may demand repayment of such excessive contribution at any time within one (1) year following the time of payment and the Trustees shall return such amount to the Employer within the one (1) year period. Earnings of the Plan attributable to the contributions may not be returned to the Employer but any losses attributable thereto must reduce the amount so returned. (c) Except for Section 4.1(b), any contribution by the Employer to the Trust Fund is conditioned upon the deductibility of the contribution by the Employer under the Code and, to the extent any such deduction is disallowed, the Employer may, within one (1) year following the final determination of the 59


 
disallowance, whether by agreement with the Internal Revenue Service or by final decision of a competent jurisdiction, demand repayment of such disallowed contribution and the Trustee shall return such contribution within one (1) year following the disallowance. Earnings of the Plan attributable to the contribution may not be returned to the Employer, but any losses attributable thereto must reduce the amount so returned. 11.7 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE The Employer, Administrator and Trustee, and their successors, shall not be responsible for the validity of any Contract issued hereunder or for the failure on the part of the insurer to make payments provided by any such Contract, or for the action of any person which may delay payment or render a Contract null and void or unenforceable in whole or in part. 11.8 INSURER'S PROTECTIVE CLAUSE Except as otherwise agreed upon in writing between the Employer and the insurer, an insurer which issues any Contracts hereunder shall not have any responsibility for the validity of this Plan or for the tax or legal aspects of this Plan. The insurer shall be protected and held harmless in acting in accordance with any written direction of the Trustee, and shall have no duty to see to the application of any funds paid to the Trustee, nor be required to question any actions directed by the Trustee. Regardless of any provision of this Plan, the insurer shall not be required to take or permit any action or allow any benefit or privilege contrary to the terms of any Contract which it issues hereunder, or the rules of the insurer. 11.9 RECEIPT AND RELEASE FOR PAYMENTS Any payment to any Participant, the Participant's legal representative, Beneficiary, or to any guardian or committee appointed for such Participant or Beneficiary in accordance with the provisions of the Plan, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Trustee and the Employer, either of whom may require such Participant, legal representative, Beneficiary, guardian or committee, as a condition precedent to such payment, to execute a receipt and release thereof in such form as shall be determined by the Trustee or Employer. 11.10 ACTION BY THE EMPLOYER Whenever the Employer under the terms of the Plan is permitted or required to do or perform any act or matter or thing, it shall be done and performed by a person duly authorized by its legally constituted authority. 11.11 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY The "named Fiduciaries" of this Plan are (1) the Employer, (2) the Administrator and (3) the Trustee, and (4) any Investment Manager appointed hereunder. The named Fiduciaries shall have only those specific powers, duties, responsibilities, and obligations as are specifically given them under the Plan including, but not limited to, any agreement allocating or delegating their responsibilities, the terms of which are incorporated herein by reference. In general, the Employer shall have the sole responsibility for making the contributions provided 60


 
for under Section 4.1; and shall have the authority to appoint and remove the Trustee and the Administrator; to formulate the Plan's "funding policy and method;" and to amend or terminate, in whole or in part, the Plan. The Administrator shall have the sole responsibility for the administration of the Plan, including, but not limited to, the items specified in Article II of the Plan, as the same may be allocated or delegated thereunder. The Trustee shall have the sole responsibility of management of the assets held under the Trust, except to the extent directed pursuant to Article II or with respect to those assets, the management of which has been assigned to an Investment Manager, who shall be solely responsible for the management of the assets assigned to it, all as specifically provided in the Plan. Each named Fiduciary warrants that any directions given, information furnished, or action taken by it shall be in accordance with the provisions of the Plan, authorizing or providing for such direction, information or action. Furthermore, each named Fiduciary may rely upon any such direction, information or action of another named Fiduciary as being proper under the Plan, and is not required under the Plan to inquire into the propriety of any such direction, information or action. It is intended under the Plan that each named Fiduciary shall be responsible for the proper exercise of its own powers, duties, responsibilities and obligations under the Plan as specified or allocated herein. No named Fiduciary shall guarantee the Trust Fund in any manner against investment loss or depreciation in asset value. Any person or group may serve in more than one Fiduciary capacity. 11.12 HEADINGS The headings and subheadings of this Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof. 11.13 ELECTRONIC MEDIA The Administrator may use telephonic or electronic media to satisfy any notice requirements required by this Plan, to the extent permissible under regulations (or other generally applicable guidance). In addition, a Participant's consent to an immediate distribution may be provided through telephonic or electronic means, to the extent permissible under regulations (or other generally applicable guidance). The Administrator also may use telephonic or electronic media to conduct plan transactions such as enrolling participants, making (and changing) deferral elections, electing (and changing) investment allocations, applying for Plan loans, and other transactions, to the extent permissible under regulations (or other generally applicable guidance). 11.14 PLAN CORRECTION The Administrator in conjunction with the Employer may undertake such correction of Plan errors as the Administrator deems necessary, including correction to preserve tax qualification of the Plan under Code Section 401(a) or to correct a fiduciary breach under the Act. Without limiting the Administrator's authority under the prior sentence, the Administrator, as it determines to be reasonable and appropriate, may undertake correction of Plan document, operational, demographic and employer eligibility failures under a method described in the Plan or under the IRS Employee Plans Compliance Resolution System ("EPCRS") or any successor program to EPCRS. The Administrator, as it determines to be reasonable and appropriate, also may undertake or assist the appropriate fiduciary or plan official in undertaking correction of a fiduciary breach, including correction under the DOL Voluntary Fiduciary Correction Program ("VFC") or any successor program to VFC. 61


 
11.15 APPROVAL BY INTERNAL REVENUE SERVICE Notwithstanding anything herein to the contrary, if, pursuant to an application for qualification filed by or on behalf of the Plan by the time prescribed by law for filing the Employer's return for the taxable year in which the Plan is adopted, or such later date that the Secretary of the Treasury may prescribe, the Commissioner of Internal Revenue Service or the Commissioner's delegate should determine that the Plan does not initially qualify as a tax-exempt plan under Code Sections 401 and 501, and such determination is not contested, or if contested, is finally upheld, then if the Plan is a new plan, it shall be void ab initio and all amounts contributed to the Plan by the Employer, less expenses paid, shall be returned within one (1) year and the Plan shall terminate, and the Trustee shall be discharged from all further obligations. If the disqualification relates to an amended plan, then the Plan shall operate as if it had not been amended. 11.16 UNIFORMITY All provisions of this Plan shall be interpreted and applied in a uniform, nondiscriminatory manner. In the event of any conflict between the terms of this Plan and any Contract purchased hereunder, the Plan provisions shall control. 11.17 SECURITIES AND EXCHANGE COMMISSION APPROVAL The Employer may request an interpretative letter from the Securities and Exchange Commission stating that the transfers of Company Stock contemplated hereunder do not involve transactions requiring a registration of such Company Stock under the Securities Act of 1933. In the event that a favorable interpretative letter is not obtained, the Employer reserves the right to amend the Plan and Trust retroactively to their Effective Dates in order to obtain a favorable interpretative letter or to terminate the Plan. ARTICLE XII PARTICIPATING EMPLOYERS 12.1 ADOPTION BY OTHER EMPLOYERS Notwithstanding anything herein to the contrary, with the consent of the Employer and Trustee, any other corporation or entity, whether an affiliate or subsidiary or not, may adopt this Plan and all of the provisions hereof, and participate herein and be known as a Participating Employer, by a properly executed document evidencing said intent and will of such Participating Employer. 12.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS (a) Each such Participating Employer shall be required to use the same Trustee as provided in this Plan. (b) The Trustee may, but shall not be required to, commingle, hold and invest as one Trust Fund all contributions made by Participating Employers, as well as all increments thereof. 62


 
(c) Any expenses of the Plan which are to be paid by the Employer or borne by the Trust Fund shall be paid by each Participating Employer in the same proportion that the total amount standing to the credit of all Participants employed by such Employer bears to the total standing to the credit of all Participants. 12.3 DESIGNATION OF AGENT Each Participating Employer shall be deemed to be a party to this Plan; provided, however, that with respect to all of its relations with the Trustee and Administrator for the purpose of this Plan, each Participating Employer shall be deemed to have designated irrevocably the Employer as its agent. Unless the context of the Plan clearly indicates the contrary, the word "Employer" shall be deemed to include each Participating Employer as related to its adoption of the Plan. 12.4 EMPLOYEE TRANSFERS In the event an Employee is transferred between Participating Employers, accumulated service and eligibility shall be carried with the Employee involved. No such transfer shall effect a termination of employment hereunder, and the Participating Employer to which the Employee is transferred shall thereupon become obligated hereunder with respect to such Employee in the same manner as was the Participating Employer from whom the Employee was transferred. 12.5 PARTICIPATING EMPLOYER CONTRIBUTION AND FORFEITURES Any contribution or Forfeiture subject to allocation during each Plan Year shall be allocated only among those Participants of the Employer or Participating Employer making the contribution or by which the forfeiting Participant was employed. However, if the contribution is made, or the forfeiting Participant was employed, by an Affiliated Employer, in which event such contribution or Forfeiture shall be allocated among all Participants of all Participating Employers who are Affiliated Employers in accordance with the provisions of this Plan. On the basis of the information furnished by the Administrator, the Trustee may keep separate books and records concerning the affairs of each Participating Employer hereunder and as to the accounts and credits of the Employees of each Participating Employer. The Trustee may, but need not, register Contracts so as to evidence that a particular Participating Employer is the interested Employer hereunder, but in the event of an Employee transfer from one Participating Employer to another, the employing Participating Employer shall immediately notify the Trustee thereof. 12.6 AMENDMENT Any Participating Employer that is an Affiliated Employer hereby authorizes the Employer to make amendments on its behalf, unless otherwise agreed among all affected parties. If a Participating Employer is not an Affiliated Employer, then amendment of this Plan by the Employer at any time when there shall be a Participating Employer shall, unless otherwise agreed to by the affected parties, only be by the written action of each and every Participating Employer and with the consent of the Trustee where such consent is necessary in accordance with the terms of this Plan. 63


 
12.7 DISCONTINUANCE OF PARTICIPATION Any Participating Employer shall be permitted to discontinue or revoke its participation in the Plan at any time. At the time of any such discontinuance or revocation, satisfactory evidence thereof and of any applicable conditions imposed shall be delivered to the Trustee. The Trustee shall thereafter transfer, deliver and assign Contracts and other Trust Fund assets allocable to the Participants of such Participating Employer to such new trustee as shall have been designated by such Participating Employer, in the event that it has established a separate qualified retirement plan for its Employees provided, however, that no such transfer shall be made if the result is the elimination or reduction of any "Section 411(d)(6) protected benefits" as described in Section 9.1(c). If no successor is designated, the Trustee shall retain such assets for the Employees of said Participating Employer pursuant to the provisions of Article VII hereof. In no such event shall any part of the corpus or income of the Trust as it relates to such Participating Employer be used for or diverted for purposes other than for the exclusive benefit of the Employees of such Participating Employer. 12.8 ADMINISTRATOR'S AUTHORITY The Administrator shall have authority to make any and all necessary rules or regulations, binding upon all Participating Employers and all Participants, to effectuate the purpose of this Article. 64


 


 
SUPPLEMENTAL PARTICIPATION AGREEMENT A Participation Agreement made and entered into this 1st day of January, 2013, between MidWestOne Bank (hereinafter referred to as the "Participating Employer"), MidWestOne Financial Group, Inc. (hereinafter referred to as the "Employer"), and American Trust & Savings Bank (hereinafter referred to as the "Trustees"). WHEREAS, the Participating Employer desires to reward its employees for faithful service, to establish a bond between employer and employee, to provide an incentive for efficient and conscientious work, to provide a fund for retirement, disability, or death, and to retain high-calibre fellow employees; and WHEREAS, there exists a Employee Stock Ownership Plan entered into on the 31st day of December, 1985 namely the MidWestOne Financial Group, Inc. Employee Stock Ownership Plan and Trust, called the "Plan," between the Employer and the Trustees (a copy being attached hereto as and made a part hereof by reference); and WHEREAS, Plan Section 12.1 provides that any other Participating Employer may, with the consent of the Employer, adopt the Plan and participate therein by a properly executed document evidencing said intent of said Participating Employer; NOW, THEREFORE, the Participating Employer hereby becomes a party to the Plan, effective the 1st day of December, 2006, and the Employer and the Trustees hereby consent to such adoption and participation upon the following terms: (1) Wherever a right or obligation is imposed upon the Employer by the terms of the Plan, the same shall extend to the Participating Employer as the "Employer" under the Plan and shall be separate and distinct from that imposed upon the Employer. It is the intention of the parties that the Participating Employer shall be a party to the Plan and treated in all respects as the Employer thereunder, with its employees to be considered as the Employees or Participants, as the case may be, thereunder. However, the participation of the Participating Employer in the Plan shall in no way diminish, augment, modify, or in any way affect the rights and duties of the Employer, its Employees, or Participants, under the Plan. (2) The Trustees hereby agree to receive and allocate contributions made to the Plan by the Employer and by the Participating Employer, as well as to do and perform all acts that are necessary to keep records and accounts of all funds held for Participants who are Employees of the respective employers. (3) The execution of this Agreement by this Participating Employer shall be construed as the adoption of the Plan in every respect as if said Plan had this date been executed between the Participating Employer and the Trustees, except as otherwise expressly provided herein or in any amendment that may subsequently be adopted hereto. (4) All actions required by the Plan and Trust to be taken by the Employer shall be effective with respect to the Participating Employer if taken by the


 
Employer and pursuant to Plan Section 12.3, the Participating Employer hereby irrevocably designates the Employer as its agent for such purposes.


 


 
SUPPLEMENTAL PARTICIPATION AGREEMENT A Participation Agreement made and entered into this 1st day of January, 2013, between MidWestOne Insurance (hereinafter referred to as the "Participating Employer"), MidWestOne Financial Group, Inc. (hereinafter referred to as the "Employer") and American Trust & Savings Bank (hereinafter referred to as the "Trustees"). WHEREAS, the Participating Employer desires to reward its employees for faithful service, to establish a bond between employer and employee, to provide an incentive for efficient and conscientious work, to provide a fund for retirement, disability, or death, and to retain high-calibre fellow employees; and WHEREAS, there exists a Employee Stock Ownership Plan entered into on the 31st day of December, 1985 namely the MidWestOne Financial Group, Inc. Employee Stock Ownership Plan and Trust, called the "Plan," between the Employer and the Trustees (a copy being attached hereto and made a part hereof by reference); and WHEREAS, Plan Section 12.1 provides that any other Participating Employer may, with the consent of the Employer, adopt the Plan and participate therein by a properly executed document evidencing said intent of said Participating Employer; NOW, THEREFORE, the Participating Employer hereby becomes a party to the Plan, effective the 1st day of January, 2009, and the Employer and the Trustees hereby consent to such adoption and participation upon the following terms: (1) Wherever a right or obligation is imposed upon the Employer by the terms of the Plan, the same shall extend to the Participating Employer as the "Employer" under the Plan and shall be separate and distinct from that imposed upon the Employer. It is the intention of the parties that the Participating Employer shall be a party to the Plan and treated in all respects as the Employer thereunder, with its employees to be considered as the Employees or Participants, as the case may be, thereunder. However, the participation of the Participating Employer in the Plan shall in no way diminish, augment, modify, or in any way affect the rights and duties of the Employer, its Employees, or Participants, under the Plan. (2) The Trustees hereby agree to receive and allocate contributions made to the Plan by the Employer and by the Participating Employer, as well as to do and perform all acts that are necessary to keep records and accounts of all funds held for Participants who are Employees of the respective employers. (3) The execution of this Agreement by this Participating Employer shall be construed as the adoption of the Plan in every respect as if said Plan had this date been executed between the Participating Employer and the Trustees, except as otherwise expressly provided herein or in any amendment that may subsequently be adopted hereto. (4) All actions required by the Plan and Trust to be taken by the Employer shall be effective with respect to the Participating Employer if taken by the


 
Employer and pursuant to Plan Section 12.3, the Participating Employer hereby irrevocably designates the Employer as its agent for such purposes.


 


 


 


 


 
FOURTH AMENDMENT TO THE MIDWESTONE FINANCIAL GROUP, INC. EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST MidWestOne Financial Group, Inc., an Iowa corporation, as Employer sponsor (“Employer”), hereby amends the MidWestOne Financial Group, Inc. Employee Stock Ownership Plan and Trust (“Plan”). WHEREAS, the Employer is amending the Plan to credit prior service for Central Bank for diversification purposes; and WHEREAS, the Employer has the authority to make amendments to the Plan, THEREFORE, in consideration of the above premises, the Employer amends Article 4.5 of the Plan as follows, effective January 1, 2016: 4.5 DIRECTED INVESTMENT ACCOUNT (a) Each "Qualified Participant" may elect within ninety (90) days after the close of each Plan Year during the "Qualified Election Period" to direct the Trustee in writing as to the distribution in cash and/or Company Stock of 25 percent of the total number of shares of Company Stock acquired by or contributed to the Plan that have ever been allocated to such "Qualified Participant's" Company Stock Account (reduced by the number of shares of Company Stock previously distributed in cash and/or Company Stock pursuant to a prior election). In the case of the election year in which the last election can be made by the Participant, the preceding sentence shall be applied by substituting "50 percent" for "25 percent." If the "Qualified Participant" elects to direct the Trustee as to the distribution of the Participant's Company Stock Account, such direction shall be effective no later than 180 days after the close of the Plan Year to which such direction applies. Notwithstanding the above, if the fair market value (determined pursuant to Section 6.1 at the Plan Valuation Date immediately preceding the first day on which a "Qualified Participant" is eligible to make an election) of Company Stock acquired by or contributed to the Plan and allocated to a "Qualified Participant's" Company Stock Account is $500 or less, then such Company Stock shall not be subject to this paragraph. For purposes of determining whether the fair market value exceeds $500, Company Stock held in accounts of all employee stock ownership plans (as defined in Code Section 4975(e)(7)) and tax credit employee stock ownership plans (as defined in Code Section 409(a)) maintained by the Employer or any Affiliated Employer shall be considered as held by the Plan. (b) For the purposes of this Section the following definitions shall apply: (1) "Qualified Participant" means any Employee who has completed ten (10) Years of Service as a Participant and has attained age 55. In determining Years of Service as a Participant for former Central Bank Employees, all prior service will be considered. (2) "Qualified Election Period" means the six (6) Plan Year period beginning with the later of (i) the first Plan Year in which the Participant first became a "Qualified Participant," or (ii) the first Plan Year beginning after December 31, 1986. *****************************


 


 
Execution FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), made and entered into as of April 29, 2019, is by and between MidWestOne Financial Group, Inc. a corporation organized under the laws of the State of Iowa (the “Borrower”), and U.S. Bank National Association, a national banking association (the “Bank”). RECITALS 1. The Bank and the Borrower entered into a Credit Agreement dated as of April 30, 2015, a First Amendment to Credit Agreement dated as of April 28, 2016, a Second Amendment to Credit Agreement dated as of May 5, 2017, and a Third Amendment to Credit Agreement dated as of May 31, 2018 (as amended, the “Credit Agreement”); and 2. The Borrower desires to amend certain provisions of the Credit Agreement, and the Bank has agreed to make such amendments, subject to the terms and conditions set forth in this Amendment. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby covenant and agree to be bound as follows: Section 1. Capitalized Terms. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement, unless the context otherwise requires. Section 2. Amendment. The Credit Agreement is hereby amended as follows: 2.1. Definitions. Section 1.1 of the Credit Agreement is amended by amending the definitions of “Applicable Margin,” “Commitments,” “Fixed Charge Coverage Ratio,” “Loan,” “Note,” “Revolving Commitment Amount,” “Revolving Loan Maturity Date,” “Tangible Capital” and “Term Loan” in their entireties to read as follows: “Applicable Margin”: Means 1.75%. “Commitments”: The Revolving Commitment, the Term Loan Commitment and the Term Loan II Commitment. “Fixed Charge Coverage Ratio”: As of any date of determination, with respect to any specified period ending on the date of determination, the ratio of: 4821-5437-4791\12


 
(a) the sum of (i) Net Income, plus (ii) non-cash charges or expenses, including depreciation and amortization, plus (iii) Interest Expense, plus (iv) one time losses associated with acquisitions or sales of assets, minus (v) any Restricted Payments paid in cash, minus (vi) non-cash income, minus (vii) one- time gains associated with acquisitions or sales of assets, to (b) the sum of (i) Interest Expense with respect to such period, plus (ii) the principal amount of the Term Loans paid during such period pursuant to Section 2.5(b) plus (ii) one fifth of the Revolving Commitment Amount; determined with respect to the Borrower, without consolidation with its Subsidiaries, in accordance with Regulatory Reporting Principles. “Loan”: Separately, the Revolving Loan, the Term Loan or Term Loan II, without distinction, and collectively, the Revolving Loan, the Term Loan and Term Loan II. “Note”: Separately, the Revolving Note, the Term Note or Term Note II, without distinction, and collectively, the Revolving Note, the Term Note and Term Note II. “Revolving Commitment Amount”: $5,000,000 until April 29, 2019 and $10,000,000 from and after April 30, 2019. “Revolving Loan Maturity Date”: April 30, 2020. “Tangible Capital”: With respect to any Person, as of any date of determination, the sum of (i) the total amount of the capital stock, surplus, subordinated debt, undivided profits accounts, and all other components of equity, less intangible assets of such Person, in each case determined in accordance with GAAP, and (ii) Loan Loss Reserves of such Person. “Term Loans”: Separately, the Term Loan or Term Loan II, without distinction and, collectively, the Term Loan and Term Loan II. Section 1.1 of the Credit Agreement is further amended by adding the following definition thereto in the proper alphabetical order: “AT Bancorp”: AT Bancorp, an Iowa corporation. “AT Bancorp Acquisition”: The acquisition by Borrower of all of the Equity Interests of AT Bancorp. “AT Bancorp Acquisition Documents”: The Agreement and Plan of Merger dated August 21, 2018 by and between the Borrower and AT Bancorp evidencing the AT Bancorp Acquisition, along with other instruments and 2


 
agreements related to the AT Bancorp Acquisition, copies of which have been provided to the Bank. “AT Banks”: American Bank & Trust Wisconsin, a Wisconsin banking corporation and American Trust & Savings Bank an Iowa banking corporation, both of which shall be merged into MidWestOne Bank upon consummation of the AT Bancorp Acquisition. “Beneficial Ownership Certification”: A certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230. “Fourth Amendment”: That certain Fourth Amendment to Credit Agreement made by and between the Borrower and the Bank and dated as of April 29, 2019. “Money Market Rate”: The rate, determined solely by the Bank, at which the Bank would be able to borrow funds of comparable amounts in the Money Markets for a one month period, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation. “Money Markets”: One or more wholesale funding markets available to and selected by the Bank, including negotiable certificates of deposit, commercial paper, Eurodollar deposits, bank notes, federal funds, interest rate swaps or others. “Term Loan II Commitment”: The agreement of the Bank to make Term Loan II to the Borrower in an aggregate principal amount outstanding at any time not to exceed the Term Loan Commitment Amount upon the terms and subject to the conditions and limitations of this Agreement. “Term Loan II Commitment Amount”: $35,000,000. “Term Loan II Maturity Date ”: April 30, 2024. “Term Loan II Termination Date”: The earlier of (a) the Term Loan II Maturity Date, and (b) the date on which Term Note II is accelerated pursuant to Section 7.2. “Term Note II ”: A promissory note of the Borrower in the form of Exhibit A-3 evidencing the obligation of the Borrower to repay the Term Loan, as the same may be amended, restated or otherwise modified from time to time. 2.2. Section 2.1 - Term Loan II. Section 2.1 of the Credit Agreement is amended by adding clause (c) thereto to read as follows: (c) On the terms and subject to the conditions hereof, the Bank agrees to make available to the Borrower a term loan (“Term Loan II”) equal to the 3


 
Term Loan Commitment Amount. Upon the disbursement of Term Loan II to the Borrower, the Term Loan II Commitment shall expire. Amounts paid or prepaid on Term Loan II may not be reborrowed. 2.3. Section 2.3 – Promissory Notes. Section 2.3 of the Credit Agreement is amended in its entirety to read as follows: Section 2.3. Notes. The Revolving Loans shall be evidenced by the Revolving Note payable to the order of the Bank in a principal amount equal to the Revolving Commitment Amount originally in effect. The Term Loan and Term Loan Advances shall be evidenced by the Term Note payable to the order of the Bank in a principal amount equal to the Term Loan Commitment Amount originally in effect. Term Loan II shall be evidenced by Term Note II payable to the order of the Bank in a principal amount equal to the Term Loan II Commitment Amount originally in effect. The Bank shall enter in its ledgers and records the amount of each Loan, converted or continued and the payments made thereon, and the Bank is authorized by the Borrower to enter on a schedule attached to the applicable Note, as appropriate, a record of such Loan and payments; provided, however that the failure by the Bank to make any such entry or any error in making such entry shall not limit or otherwise affect the obligation of the Borrower hereunder and on the Notes, and, in all events, the principal amounts owing by the Borrower in respect of the Revolving Note shall be the aggregate amount of all Revolving Loans made by the Bank less all payments of principal thereof made by the Borrower, the principal amounts owing by the Borrower in respect of the Term Note shall be the aggregate amount of the Term Loan Advances less all payments of principal thereof made by the Borrower, and the principal amounts owing by the Borrower in respect of Term Note II shall be the aggregate amount of Term Loan II less all payments of principal thereof made by the Borrower. 2.4. Section 2.4(a) - Interest on Loans. Section 2.4 (a) of the Credit Agreement is amended in its entirety to read as follows: (a) Interest Rates. (i) Interest Rate on the Revolving Loan. Interest on the Revolving Loans shall accrue at an annual rate equal to the Applicable Rate plus the greater of (A) zero percent (0.0%) and (B) the one-month LIBOR rate quoted by Bank from Reuters Screen LIBOR01 Page or any successor thereto, which shall be that one-month LIBOR rate in effect two New York Banking Days prior to the Reprice Date, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation, such rate rounded up to the nearest one sixteenth percent and such rate to be reset monthly on each Reprice Date. The term “Reprice Date” means the first day of each month. If a Revolving Loan under this Agreement is made other than on the Reprice Date, the initial one-month LIBOR rate shall be that one-month LIBOR rate in effect two 4


 
New York Banking Days prior to the date of the funding of such Revolving Loan, which rate plus the percentage described above shall be in effect until the next Reprice Date. Notwithstanding the foregoing, in the event the Bank determines (which determination shall be conclusive absent manifest error) that (A) the interest rate applicable to the Revolving Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining the Revolving Loans and such circumstances are unlikely to be temporary, (B) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (C) the supervisor for the administrator of such interest settlement rate or a governmental authority having jurisdiction over the Bank has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Bank shall determine an alternate rate of interest to the LIBOR rate described above that gives due consideration to the then prevailing market convention for determining a rate of interest for comparable bank-originated commercial loans in the United States at such time and, if necessary, the Bank and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Such alternate rate shall be adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation. Until an alternate rate of interest shall be determined in accordance with this Section 2.4(a)(i), interest on each Revolving Loan hereunder shall accrue at the Money Market Rate. If the alternate rate of interest determined pursuant to this Section 2.4(a)(i) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. The Bank's internal records of applicable interest rates (including without limitation the Bank’s designation of any successor interest rate index if the rate index described above shall become temporarily unavailable) shall be determinative in the absence of manifest error. (ii) Interest Rate on the Term Loans. The unpaid principal balance of the Term Loans will accrue interest for an amount of the unpaid principal balance of the Term Loans as selected by the Borrower upon a minimum of two New York Banking Days prior notice, at the per annum rate equal to the Applicable Margin plus the greater of (A) zero percent (0.0%) and (B) the 1, 3 or 6 month LIBOR rate (such period to be chosen by the Borrower) quoted by the Bank from Reuters Screen LIBOR01 Page or any successor thereto, which shall be the LIBOR rate in effect two New York Banking Days prior to commencement of such interest period, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation (a “LIBOR Rate Loan”). In the event the Borrower does not timely select another interest rate option at least two New York Banking Days before the end of the Loan Period for a LIBOR Rate Loan, the Bank may at any time after the end of the Loan 5


 
Period convert the LIBOR Rate Loan to a LIBOR Rate Loan at the 1 month LIBOR rate in effect two New York Banking Days prior to the end of such Loan Period as determined above in this clause (ii), but until such conversion, the funds advanced under the LIBOR Rate Loan shall continue to accrue interest at the same rate as the interest rate in effect for such LIBOR Rate Loan prior to the end of the Loan Period. Notwithstanding the foregoing, in the event the Bank determines (which determination shall be conclusive absent manifest error) that (A) the interest rate applicable to the Term Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining the Term Loans and such circumstances are unlikely to be temporary, (B) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (C) the supervisor for the administrator of such interest settlement rate or a governmental authority having jurisdiction over the Bank has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Bank shall determine an alternate rate of interest to the LIBOR rate described above that gives due consideration to the then prevailing market convention for determining a rate of interest for comparable bank-originated commercial loans in the United States at such time and, if necessary, the Bank and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Such alternate rate shall be adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation. Until an alternate rate of interest shall be determined in accordance with this Section 2.4(a)(ii), interest on the Term Loans hereunder shall accrue at the Money Market Rate. If the alternate rate of interest determined pursuant to this Section 2.4(a)(ii) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. The Bank's internal records of applicable interest rates (including without limitation the Bank’s designation of any successor interest rate index if the rate index described above shall become temporarily unavailable) shall be determinative in the absence of manifest error. No LIBOR Rate Loan may extend beyond the Term Loan Maturity Date or the Term Loan II Maturity Date, as applicable. In any event, if the Loan Period for a LIBOR Rate Loan should happen to extend beyond the Term Loan Maturity Date or the Term Loan II Maturity Date, as applicable, then such LIBOR Rate Loan must be prepaid on the Term Loan Maturity Date or the Term Loan II Maturity Date, as applicable. The Bank’s internal records of applicable interest rates shall be determinative in the absence of manifest error. Each LIBOR Rate Loan shall be in a minimum principal amount of $100,000. The aggregate 6


 
number of LIBOR Rate Loans in effect at any one time for either Term Loan may not exceed 6. If a LIBOR Rate Loan is prepaid prior to the end of the Loan Period for such loan, whether voluntarily or because prepayment is required due to the occurrence of the Term Loan Maturity Date or the Term Loan II Maturity Date, as applicable, or due to acceleration of the Obligations upon default or otherwise, the Borrower agrees to pay all of the Bank’s costs, expenses and Interest Differential (as determined by the Bank) incurred as a result of such prepayment. Because of the short-term duration of any Loan Period, the Borrower agrees that the Interest Differential shall not be discounted to its present value. Any prepayment of a LIBOR Rate Loan shall be in an amount equal to the remaining entire principal balance of such LIBOR Rate Loan. The Borrower hereby acknowledges that the Borrower shall be required to pay Interest Differential with respect to any portion of the principal balance paid before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including without limitation any principal payment made following default, demand for payment, acceleration, collection proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation or otherwise. Such Interest Differential shall at all times be an Obligation as well as an undertaking by the Borrower to the Bank whether arising out of a voluntary or mandated prepayment. 2.5. Section 2.5 - Repayment. Section 2.5 of the Credit Agreement is amended in its entirety to read as follows: Section 2.5 Repayment of the Loans. Interest and principal upon the Loans shall be paid as follows: (a) Payment of Interest. Interest on the Revolving Loan shall be paid (A) on each Payment Date, commencing on June 30, 2015 and (B) on the Revolving Loan Termination Date; provided that interest under Section 2.4(b) shall be payable on demand. Interest on the Term Loan shall be paid (A) on each Payment Date, commencing on June 30, 2015 and (B) on the Term Loan Termination Date; provided that interest under Section 2.4(b) shall be payable on demand. Interest on Term Loan II shall be paid (A) on each Payment Date, commencing on June 30, 2019 and (B) on the Term Loan II Termination Date; provided that interest under Section 2.4(b) shall be payable on demand. (b) Payment of Principal. Principal of the Revolving Loan shall be paid on the Revolving Loan Termination Date. Principal on the Term Loan shall be paid on each Payment Date, commencing on September 30, 2015, in quarterly installments in the amount of not less than $892,857.14 each, with the unpaid remaining principal balance to be paid in full on the Term Loan Termination Date. Principal on Term Loan II shall be paid on each Payment Date, 7


 
commencing on June 30, 2019, in quarterly installments in the amount of not less than $875,000 each, with the unpaid remaining principal balance to be paid in full on the Term Loan II Termination Date 2.6. Section 2.6 – Prepayments of Loans. Section 2.6 of the Credit Agreement is amended in its entirety to read as follows: Section 2.6. Prepayments. (a) Optional Prepayments. The Borrower may pay the Revolving Loan at its option at any time without premium or penalty. The Borrower may pay the Term Loan or Term Loan II at its option only if it pays the Interest Differential, payable with respect to the Term Loan or Term Loan II pursuant to Section 2.4(a)(ii). All prepayments of the Loans shall be in a minimum amount of $100,000 or, if less, in the remaining entire principal balance of the Loan being prepaid. All prepayments applied to the Term Loan shall be applied to the scheduled principal payments on the Term Loan in the inverse order of their maturities. All prepayments applied to Term Loan II shall be applied to the scheduled principal payments on Term Loan II in the inverse order of their maturities. Amounts paid or prepaid on the Term Loan or Term Loan II may not be reborrowed. Any such prepayment of any Loan must be accompanied by payment of accrued and unpaid interest on the amount prepaid and, in the case of a prepayment of the Term Loan or Term Loan II, the Interest Differential required under Section 2.4(a)(ii). Amounts paid (unless following an acceleration or upon termination of the Revolving Commitment in whole) or prepaid on the Revolving Loans under this clause (a) may be reborrowed upon the terms and subject to the conditions and limitations of this Agreement. (b) Mandatory Prepayments for a Prepayment Event. If at any time a Prepayment Event occurs, the Borrower shall immediately pay to the Bank the net proceeds realized by such Prepayment Event as a prepayment of Term Loan II and after Term Loan II has been paid in full, then as a prepayment of the Term Loan, along with any Interest Differential required under Section 2.4(a)(ii). Any such prepayments shall be applied to Term Loan II until Term Loan II is paid in full, thereafter to the Term Loan until the Term Loan is paid in full, and thereafter to the Revolving Loan until the Revolving Loan is paid in full. All prepayments applied to Term Loan II shall be applied to the scheduled principal payments on Term Loan II in the inverse order of their maturities. All prepayments applied to the Term Loan shall be applied to the scheduled principal payments on the Term Loan in the inverse order of their maturities. Amounts paid or prepaid on Term Loan II or the Term Loan may not be reborrowed. Amounts paid (unless following an acceleration or upon termination of the Revolving Commitment in whole) or prepaid on the Revolving Loan under this clause (b) may be reborrowed upon the terms and subject to the conditions and limitations of this Agreement. (c) Mandatory Prepayment if AT Bancorp Acquisition is not Consummated. If Term Loan II has been funded by the Bank and the AT 8


 
Bancorp Acquisition is not consummated on or before March 31, 2019, the Term Loan II Commitment shall terminate and, if proceeds of Term Loan II have been disbursed to Borrower, then the Borrower shall immediately pay to the Bank on such date the entire outstanding principal balance of Term Loan II along with all accrued interest thereon and any Interest Differential required under Section 2.4(a)(ii). 2.7. Section 4.17 – Disclosure. Section 4.17 of the Credit Agreement is amended in its entirety to read as follows: Section 4.17 Full Disclosure, Beneficial Ownership. (a) Full Disclosure. Subject to the following sentence, neither the financial statements nor the call reports and other regulatory reports referred to in Section 5.1 nor any other certificate, written statement, exhibit or report furnished by or on behalf of the Borrower in connection with or pursuant to this Agreement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained therein not misleading. Certificates or statements furnished by or on behalf of the Borrower or any Subsidiary to the Bank consisting of projections or forecasts of future results or events have been prepared in good faith and based on good faith estimates and assumptions of the management of the Borrower or such Subsidiary, and the Borrower has no reason to believe that such projections or forecasts are not reasonable. (b) The information included in the most recent Beneficial Ownership Certification delivered to the Bank, if any, is true and correct in all respects. 2.8. Section 4.25 – Consummation of Acquisitions. Section 4.25 of the Credit Agreement is amended in its entirety to read as follows: Section 4.25. Central Bancshares and AT Bancorp Acquisitions. The Central Bancshares Acquisition and AT Bancorp Acquisition have been consummated in accordance with the purchase agreements and other documents and instruments which the Borrower has provided to the Bank and consistent with the structure and terms presented to and found acceptable by the Bank immediately upon the payment of consideration described in Section 3.1(a) (iii) H. of this Agreement and Section 3.2 (h) of the Fourth Amendment. 2.9. Section 4.26 – Obligations as Unsecured Senior Indebtedness. Article IV of the Credit Agreement is amended by adding thereto the following Section 4.26: Section 4.26. Obligations as Unsecured Senior Indebtedness. The Borrower represents and warrants that the Obligations constitute senior unsecured Indebtedness of the Borrower. 9


 
2.10. Section 5.1 – Additional Disclosure Information. Section 5.1 of the Credit Agreement is amended to add thereto the following clause (o): (o) Any change in the information provided in the most recent Beneficial Ownership Certification delivered to the Bank, if any, that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification. 2.11. Section 5.2 – Use of Proceeds. Section 5.2 of the Credit Agreement is amended in its entirety to read as follows: Section 5.2 Use of Loan Proceeds. The Borrower shall use the proceeds of the Revolving Loan to fund general working capital and operating expenses. The Borrower shall use the proceeds of the Term Loan to finance the Central Bancshares Acquisition and up to $5,000,000 for repayment of outstanding Subordinated Debt of Central Bancshares assumed by the Borrower in connection with the Central Bancshares Acquisition. The Borrower shall use the proceeds of Term Loan II to finance in part the AT Bancorp Acquisition. Without limitation of the preceding sentences, the Borrower will not request any Loan and the Borrower shall not use, and the Borrower shall ensure that its Subsidiaries, and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or (b) in any manner that would result in the violation of any applicable Sanctions. 2.12. Section 5.3 – Additional Subsidiaries. The last sentence of Section 5.3 is deleted in its entirety. 2.13. Section 6.1 – Mergers, etc. Section 6.1 of the Credit Agreement is amended in its entirety to read as follows: Section 6.1 Merger; Acquisitions. The Borrower will not merge or consolidate or enter into any analogous reorganization or transaction with any Person or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); acquire all or substantially all of the stock or the assets of another Person except as permitted under Section 6.20(e); nor permit any Subsidiary to do any of the foregoing; provided, however, any Subsidiary other than a Subsidiary Bank may be merged with or liquidated into the Borrower or any wholly-owned Subsidiary other than a Subsidiary Bank (if the Borrower or such wholly-owned Subsidiary is the surviving corporation), Central Bank may be merged into MidWestOne Bank, and the AT Banks may be merged into MidWestOne Bank. 2.14. Section 6.14 – NPL and OREO to Tangible Capital Ratio. Section 6.14 of the Credit Agreement is amended in its entirety to read as follows: Section 6.14 Non-Performing Loans and OREO to Tangible Capital. The Borrower will not permit the ratio of Non-Performing Loans plus OREO to 10


 
Tangible Capital of the Subsidiary Banks, on a combined basis, expressed as a percentage, as of the last day of the fiscal quarter ending June 30, 2015, and the last day of each fiscal quarter thereafter until December 31, 2018, to be greater than 16.00%, and as of the last day of the fiscal quarter ending from and after March 31, 2019, to be greater than 15.00 %. 2.15. Section 6.16 – Total Risk-Based Capital Ratio. Section 6.16 of the Credit Agreement is amended in its entirety to read as follows: Section 6.16 Total Risk Based Capital. The Borrower will not permit the Total Risk-Based Capital Ratio of the Subsidiary Banks, on a combined basis, expressed as a percentage, as of the last day of any fiscal quarter, to be less than the following percentages during the following periods: Period Combined Subsidiary Banks From and after March 31, 2019 to and including 10.50% December 30, 2019 December 31, 2019 to and including December 30, 10.60% 2020 December 31, 2020 to and including December 30, 10.85% 2021 December 31, 2021 to and including December 30, 11.05% 2022 December 31, 2022 to and including December 30, 11.25% 2023 From and after December 31, 2023 11.45% 2.16. Section 6.20 – Investments Covenant. Section 6.20 of the Credit Agreement is amended in its entirety to read as follows: Section 6.20. Investments. The Borrower will not, nor will permit any Subsidiary to, acquire for value, make, have or hold any Investments including Investments in or the formation or acquisitions of any Subsidiary, except: (a) Investments in (i) bank repurchase agreements, (ii) savings accounts or certificates of deposit in a financial institution of recognized standing, (iii) obligations issued or fully guaranteed by the United States, (iv) prime commercial paper maturing within 90 days of the date of acquisition by the Borrower or any Subsidiary, and (v) with respect to the Borrower, other Investments permitted for bank holding companies under applicable federal, Minnesota and Iowa law (including rules and regulations promulgated by the Office of the Comptroller of the Currency, the Minnesota Department of Commerce, the Iowa Division of Banking or other applicable federal or state regulatory agency) and, with respect to the Subsidiary Banks, other Investments permitted for state banks under applicable federal, Minnesota law and Iowa law (including rules and regulations promulgated by the Office of the Comptroller of 11


 
the Currency, the Minnesota Department of Commerce, the Iowa Division of Banking or other applicable federal or state regulatory agency); (b) loans and advances made to employees and agents in the ordinary course of business, such as travel and entertainment advances and similar items; (c) Investments in the Borrower by a Subsidiary; (d) with respect to a Subsidiary, Investments or loans made in the ordinary course of banking business of such Subsidiary; and (e) the Borrower may form or acquire any Subsidiary, other than a Subsidiary Bank or a Subsidiary of a Subsidiary Bank, formed or acquired for the purpose of any other business or activity permitted by all applicable laws and regulations, provided that the aggregate amount of assets of such formed or acquired Subsidiaries permitted under this sentence shall not, at any time during any fiscal year of the Borrower, exceed 5% of the consolidated assets of the Borrower and its Subsidiaries as of the end of the preceding fiscal year, provided that, the AT Bancorp Acquisition may be consummated in 2019 notwithstanding such 5% limitation. 2.17. Section 6.21 – Amendments to Acquisition Documents. Section 6.21 of the Credit Agreement is amended in its entirety to read as follows: Section 6.21. Acquisition Documents. The Borrower will not amend, modify or waive any provision of the Central Bancshares Acquisition Documents or the AT Bancorp Acquisition Documents. 2.18. Revolving Note. Exhibit A-1 to the Credit Agreement, in the form of Exhibit A-1 to this Amendment, is amended in its entirety to read as set forth on Exhibit A-1 hereto. 2.19. Term Note II. Exhibit A-3, in the form of Exhibit A-3 to this Amendment, is added to the Credit Agreement as Exhibit A-3 thereto. 2.20. Exhibit B. Exhibit B to the Credit Agreement is amended in its entirety to read as set forth in Exhibit to this Amendment. 12


 
2.21. Schedule 4.18. Schedule 4.18 to the Credit Agreement is amended in its entirety to read as set forth in Schedule 4.18 to this Amendment, after giving effect to the AT Bancorp Acquisition. 2.22. Schedule 6.11. Schedule 6.11 to the Credit Agreement is amended in its entirety to read as set forth in Schedule 6.11 to this Amendment, after giving effect to the AT Bancorp Acquisition. Section 3. Effectiveness of Amendment. The amendments in this Amendment shall become effective upon delivery by the Borrower of, and compliance by the Borrower with, the following: 3.1. This Amendment, the Revolving Note and Term Note II duly executed by the Borrower. 3.2. A certificate of a Secretary or Assistant Secretary of the Borrower dated as of the date of this Amendment and certifying as to the following: (a) The Borrower’s Resolutions of the Board of Directors effective as of April 18, 2019 (the “Resolutions”) authorizing this Amendment and the AT Bancorp Acquisition. (b) The incumbency, names, titles, and signatures of the Borrower’s officers authorized to execute this Amendment, the Revolving Note and Term Note II. (c) Copies of the Borrower’s articles of incorporation and bylaws. (d) A true and accurate copy of all AT Bancorp Acquisition Documents. (e) True and accurate copies of subordination agreements for Indebtedness existing on the date of this Amendment and which will exist after giving effect to the AT Bancorp Acquisition and disclosed on Schedule 6.11 as Subordinated Debt, provided that, subordination agreements that have been previously provided to the Bank which have not been amended or otherwise modified need not be delivered with such certificate. (f) That all necessary regulatory approvals required to consummate the AT Bancorp Acquisition have been received by the Borrower, AT Bancorp, AT Banks or MidWestOne Bank. (g) That the AT Banks will have been merged into MidWestOne Bank subsequent to the consummation of the AT Bancorp Acquisition. (h) That the Borrower and AT Bancorp will, contemporaneously with the disbursement of the proceeds of Term Loan II to the Borrower, consummate the AT Bancorp Acquisition for an aggregate purchase price of approximately 13


 
$160,000,000 consisting of not more than $35,000,000 in cash and 4,117,541 shares of the Borrower’s common stock 3.3. A certificate of good standing for the Borrower and MidWestOne Bank in the jurisdiction of its incorporation or organization and certified by the appropriate governmental officials as of a date not more than 30 days prior to the date of this Amendment. 3.4. Copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Agreement, any of the other Loan Documents or the AT Bancorp Acquisition. 3.5. UCC search for the Borrower, MidWestOne Bank, the AT Banks and AT Bancorp from their jurisdictions of organization issued not more than 30 days prior to the Closing Date. 3.6. If required, a Beneficial Ownership Certification delivered to the Bank not fewer than 5 Business Days prior to the date of this Amendment. 3.7. The Bank shall have received written opinions of the Borrower’s counsel, addressed to the Bank and addressing the matters set forth in Exhibit C to the Credit Agreement as related to this Amendment, the Revolving Note and Term Note II in form and substance acceptable to the Bank. 3.8. The Borrower shall not be in violation or breach of any other agreement with the Bank of any type or amount or of any third party obligation in excess of $100,000. 3.9. No Material Adverse Occurrence has occurred, as determined solely by the Bank in accordance with its business expertise, in the Borrower’s business, financial condition or performance as reflected in the financial statements provided to the Bank dated September 30, 2018, nor has there been any Material Adverse Occurrence in other matters in conjunction with the Borrower’s request for an increase in the Revolving Credit Amount, Term Loan II or the consummation of the AT Bancorp Acquisition on the terms initially presented to and agreed upon by the Bank. 3.10. The Borrower shall have satisfied such other conditions as specified by the Bank, including payment of all unpaid legal fees and expenses incurred by the Bank through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents (as defined below). Section 4. Representations, Warranties, Authority, No Adverse Claim. 4.1. Reassertion of Representations and Warranties, No Default. The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties in the Credit Agreement are true, correct, and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Credit Agreement, and 14


 
(b) there will exist no Default or Event of Default under the Credit Agreement as amended by this Amendment on such date that the Bank has not waived. 4.2. Authority, No Conflict, No Consent Required, Enforceability. The Borrower represents and warrants that it has the power, legal right, and authority to enter into this Amendment and has duly authorized as appropriate the execution and delivery of this Amendment and all other agreements and documents (collectively, the “Amendment Documents”) executed and delivered by the Borrower in connection therewith by proper corporate action, and none of the Amendment Documents and the agreements therein contravenes or constitutes a default under any agreement, instrument, or indenture to which the Borrower is a party or a signatory, any provision of the Borrower’s articles of incorporation or bylaws, or any other agreement or requirement of law, or results in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Bank. The Borrower represents and warrants that no consent, approval, or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those that the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bank. The Borrower represents and warrants that the Amendment Documents constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, subject to limitations as to enforceability which might result from bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and subject to limitations on the availability of equitable remedies. 4.3. No Adverse Claim. The Borrower warrants, acknowledges, and agrees that no events have taken place and no circumstances exist at the date hereof that would give the Borrower a basis to assert a defense, offset, or counterclaim to any claim of the Bank with respect to the Obligations. Section 5. Affirmation of Credit Agreement, Further References. The Bank and the Borrower each acknowledge and affirm that the Credit Agreement, as hereby amended, is hereby ratified and confirmed in all respects and all terms, conditions, and provisions of the Credit Agreement, except as amended by this Amendment, shall remain unmodified and in full force and effect. All references in any document or instrument to the Credit Agreement are hereby amended to refer to the Credit Agreement as amended by this Amendment. Section 6. Merger and Integration, Superseding Effect. This Amendment, from and after the date hereof, embodies the entire agreement and understanding between the parties hereto and supersedes and has merged into this Amendment all prior oral and written agreements on the same subjects by and between the parties hereto with the effect that this Amendment shall control with respect to the specific subjects hereof and thereof. 15


 
Section 7. Severability. Whenever possible, each provision of this Amendment and the other Amendment Documents and any other statement, instrument, or transaction contemplated thereby or relating thereto shall be interpreted so as to be effective, valid, and enforceable under the applicable law of any jurisdiction, but if any provision of this Amendment, the other Amendment Documents, or any other statement, instrument or transaction contemplated thereby or relating thereto is held to be prohibited, invalid, or unenforceable under the applicable law, such provision shall be ineffective in such jurisdiction only to the extent of such prohibition, invalidity, or unenforceability, without invalidating or rendering unenforceable the remainder of such provision or the remaining provisions of this Amendment, the other Amendment Documents, or any other statement, instrument or transaction contemplated thereby or relating thereto in such jurisdiction, or affecting the effectiveness, validity, or enforceability of such provision in any other jurisdiction. Section 8. Successors. The Amendment Documents shall be binding upon the Borrower, the Bank, and their respective successors and assigns and shall inure to the benefit of the Borrower, the Bank, and the Bank’s successors and assigns. Section 9. Legal Expenses. As provided in Section 8.2 of the Credit Agreement, the Borrower shall pay or reimburse the Bank, upon execution of this Amendment, for all reasonable out-of-pocket expenses paid or incurred by the Bank, including filing and recording costs and fees, charges and disbursements of outside counsel to the Bank and/or the allocated costs of in- house counsel incurred from time to time, in connection with the Credit Agreement, including in connection with the negotiation, preparation, execution, collection, and enforcement of the Amendment Documents and all other documents negotiated, prepared, and executed in connection with the Amendment Documents, and in enforcing the obligations of the Borrower under the Amendment Documents, and to pay and save the Bank harmless from all liability for any stamp or other taxes that may be payable with respect to the execution or delivery of the Amendment Documents, which obligations of the Borrower shall survive any termination of the Credit Agreement. Section 10. Headings. The headings of various sections of this Amendment have been inserted for reference only and shall not be deemed to be a part of this Amendment. Section 11. Counterparts. The Amendment Documents may be executed in several counterparts as deemed necessary or convenient, each of which, when so executed, shall be deemed an original, provided that all such counterparts shall be regarded as one and the same document. Section 12. Governing Law. THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS, THEIR HOLDING COMPANIES, AND THEIR AFFILIATES. Section 13. Acknowledgement and Release. IN ORDER TO INDUCE THE BANK TO ENTER INTO THIS AMENDMENT, THE BORROWER: (A) REPRESENTS AND WARRANTS TO THE BANK THAT NO EVENTS HAVE TAKEN PLACE AND NO 16


 
CIRCUMSTANCES EXIST AT THE DATE HEREOF WHICH WOULD GIVE THE BORROWER THE RIGHT TO ASSERT A DEFENSE, OFFSET OR COUNTERCLAIM TO ANY CLAIM BY THE BANK FOR PAYMENT OF THE OBLIGATIONS; AND (B) HEREBY RELEASES AND FOREVER DISCHARGES THE BANK AND ITS SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND PARTICIPANTS FROM ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, PROCEEDINGS, DEBTS, SUMS OF MONEY, COVENANTS, CONTRACTS, CONTROVERSIES, CLAIMS AND DEMANDS, AT LAW OR IN EQUITY, WHICH THE BORROWER EVER HAD OR NOW HAS AGAINST THE BANK OR ANY OF ITS SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR PARTICIPANTS BY VIRTUE OF THEIR RELATIONSHIP TO THE BORROWER IN CONNECTION WITH THIS AMENDMENT, THE CREDIT AGREEMENT, THE LOAN DOCUMENTS AND TRANSACTIONS RELATED THERETO. [The next page is the signature page.] 17


 


 


 
EXHIBIT A-1 TO CREDIT AGREEMENT AND FOURTH AMENDMENT THERETO REVOLVING NOTE See attached. Ex A-1-1


 


 
EXHIBIT A-3 TO CREDIT AGREEMENT AND FOURTH AMENDMENT THERETO TERM NOTE II See attached. Exhibit A-3


 
TERM NOTE II $35,000,000 April 29, 2019 Saint Paul, Minnesota FOR VALUE RECEIVED, MIDWESTONE FINANCIAL GROUP, INC., a corporation organized under the laws of the State of Iowa, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”) at its main office in Saint Paul, Minnesota, in lawful money of the United States of America in Immediately Available Funds (as such term and each other capitalized term used herein are defined in the Credit Agreement hereinafter referred to) the principal amount of THIRTY-FIVE MILLION AND 00/100 DOLLARS ($35,000,000) or, if less, the aggregate unpaid principal amount of all Term Loan Advances made by the Bank under the Credit Agreement and to pay interest (computed on the basis of actual days elapsed and a year of 360 days) in like funds on the unpaid principal amount hereof from time to time outstanding at the rates and times set forth in the Credit Agreement. This note is the Term Note II referred to in the Credit Agreement dated as of April 30, 2015 (as the same may have been and hereafter may be from time to time amended, restated or otherwise modified, the “Credit Agreement”) between the undersigned and the Bank. The maturity of this note is subject to acceleration upon the terms provided in the Credit Agreement. In the event of default hereunder, the undersigned agrees to pay all costs and expenses of collection, including reasonable attorneys’ fees. The undersigned waives demand, presentment, notice of nonpayment, protest, notice of protest and notice of dishonor. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS. [The next page is the signature page.] Term Note II


 


 
EXHIBIT B TO CREDIT AGREEMENT AND FOURTH AMENDMENT THERETO FORM OF COMPLIANCE CERTIFICATE See attached.


 
COMPLIANCE CERTIFICATE For use from and after April 29, 2019 To: U.S. Bank National Association: THE UNDERSIGNED HEREBY CERTIFIES THAT: (1) I am the duly elected chief financial officer of MidWestOne Financial Group, Inc. (the “Borrower”); (2) I have reviewed the terms of the Credit Agreement dated as of April 30, 2015, between the Borrower and U.S. Bank National Association (as amended, restated, or otherwise modified from time to time, the “Credit Agreement”) and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower during the accounting period covered by the Attachment hereto; (3) The examination described in paragraph (2) did not disclose, and I have no knowledge, whether arising out of such examinations or otherwise, of the existence of any condition or event that constitutes, a Default or an Event of Default (as such terms are defined in the Credit Agreement) during or at the end of the accounting period covered by the Attachment hereto or as of the date of this Certificate, except as described below (or on a separate attachment to this Certificate). The exceptions, listing, in detail, the nature of the condition or event, the period during which it has existed, and the action the Borrower has taken, is taking, or proposes to take with respect to each such condition or event, are as follows: The foregoing certification, together with the computations in the Attachment hereto and any financial statement or call report delivered with this Certificate in support hereof, are made and delivered this ___ day of __________, ______ pursuant to Section 5.1 of the Credit Agreement. MIDWESTONE FINANCIAL GROUP, INC. By: Name Title: Exhibit B 1


 
ATTACHMENT TO COMPLIANCE CERTIFICATE AS OF ______________, ____WHICH PERTAINS TO THE PERIOD FROM ________________, ______ TO ________________, _______ Sections identified below are Sections of the Credit Agreement, to which reference should be made for a complete description of requirements. Section 6.14 Non-Performing Loans and OREO to Tangible Capital of the Subsidiary Banks, on a combined basis (Maximum: 16.00% as of the last day of the fiscal quarter ending June 30, 2015 and the last day of each fiscal quarter thereafter until December 31, 2018, to be greater than 16.00%, and as of the last day of the fiscal quarter ending from and after March 31, 2019, to be greater than 15.00 %. ) % Section 6.15 The Loan Loss Reserves of the Subsidiary Bank, on a combined basis to Non-Performing Loans of the Subsidiary Banks, on a combined basis (Minimum: 80.00 % as of the last day of the fiscal quarter ending June 30, 2015 and the last day of each fiscal quarter thereafter) % Section 6.16 Total Risk-Based Capital Ratio of the combined Subsidiary Banks % Period Combined Subsidiary Banks From and after March 31, 2019 to and including 10.50% December 30, 2019 December 31, 2019 to and including December 30, 10.60% 2020 December 31, 2020 to and including December 30, 10.85% 2021 December 31, 2021 to and including December 30, 11.05% 2022 December 31, 2022 to and including December 30, 11.25% 2023 From and after December 31, 2023 11.45% Exhibit B 2


 
Section 6.17 Each Subsidiary Bank [is] / [is not] “well capitalized.” [The following Subsidiary Bank(s) [is/are] not “well capitalized: .] Section 6.18 Fixed Charge Coverage Ratio of the Borrower (Minimum: 1.25 to 1.0) to 1.0 Exhibit B 3


 
SCHEDULE 4.18 TO CREDIT AGREEMENT AND FOURTH AMENDMENT THERETO SUBSIDIARY BANKS Subsidiary Number of Percentage Owned State of Incorporation Bank Shares Issued and Outstanding 100,000/ MidWestOne Bank 100% Iowa 100,000 OTHER SUBSIDIARIES Subsidiary Percentage Owned State of Incorporation MidWestOne Insurance Services, Inc. 100% Iowa MidWestOne Statutory Trust II 100% Delaware Barron Investment Capital Trust I 100% Delaware Central Bancshares Capital Trust II 100% Delaware Following consummation of the ATBancorp Acquisition: ATBancorp Statutory Trust I 100% Delaware ATBancorp Statutory Trust II 100% Delaware Sch. 4.18


 
SCHEDULE 6.11 TO CREDIT AGREEMENT AND FOURTH AMENDMENT THERETO EXISTING INDEBTEDNESS Prior to the consummation of the Central Bancshares Acquisition: Subordinated Debt issued to MidWestOne Statutory Trust II ($15,464,000) Subordinated Debt issued to Barron Investment Capital Trust I ($2,062,000) Subordinated Debt issued to Central Bancshares Capital Trust II ($7,217,000) Term Loan with US Bank ($6,250,000) Following consummation of the ATBancorp Acquisition: Subordinated Debt issued to ATBancorp Statutory Trust I ($7,732,000) Subordinated Debt issued to ATBancorp Statutory Trust II ($12,372,000) Subordinated Debt issued to investors maturing 5/31/23 ($10,835,000) Sch. 6.11


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 
Exhibit 21.1

LIST OF SUBSIDIARIES

Subsidiaries of the Company
 
Organized Under the Laws of
 
Percent Owned by the Company
MidWestOne Bank
 
State of Iowa
 
100%
MidWestOne Statutory Trust II
 
State of Delaware
 
100% of common securities
Central Bancshares Capital Trust II
 
State of Delaware
 
100% of common securities
Barron Investment Capital Trust I
 
State of Delaware
 
100% of common securities
ATBancorp Statutory Trust I
 
State of Delaware
 
100% of common securities
ATBancorp Statutory Trust II
 
State of Delaware
 
100% of common securities



Exhibit 23.1

Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in the Registration Statements (Nos.333-232705, 333-207659, and 333-206473) on Form S-3 and Registration Statements (Nos. 333-217718 and 333-149914) on Form S-8 of MidWestOne Financial Group, Inc. and subsidiaries, of our reports dated March 6, 2020, relating to the consolidated financial statements, and the effectiveness of internal control over financial reporting of MidWestOne Financial Group, Inc. and subsidiaries, appearing in the Annual Report on Form 10-K of MidWestOne Financial Group, Inc. and subsidiaries for the year ended December 31, 2019.


/s/ RSM US LLP

Cedar Rapids, Iowa
March 6, 2020



Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Charles N. Funk, President and Chief Executive Officer of MidWestOne Financial Group, Inc., certify that:
 
 
1)
I have reviewed this Annual Report on Form 10-K of MidWestOne Financial Group, Inc.;
 
 
 
 
 
 
2)
Based on my knowledge, this Annual 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 Annual Report;
 
 
 
 
 
 
3)
Based on my knowledge, the financial statements, and other financial information included in this Annual 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 Annual Report;
 
 
 
 
 
 
4)
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
 
 
 
 
 
 
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
 
 
 
 
 
 
 
 
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
 
 
 
 
 
 
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
 
 
 
 
 
 
 
 
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and
 
 
 
 
 
 
5)
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 
 
 
 
 
 
 
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
 
 
 
 
 
 
 
 
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/s/ Charles N. Funk
Charles N. Funk
President and Chief Executive Officer
Date:
March 6, 2020


Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Barry S. Ray, Senior Executive Vice President and Chief Financial Officer of MidWestOne Financial Group, Inc., certify that:
 
1)
I have reviewed this Annual Report on Form 10-K of MidWestOne Financial Group, Inc.;
 
 
 
 
 
 
2)
Based on my knowledge, this Annual 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 Annual Report;
 
 
 
 
 
 
3)
Based on my knowledge, the financial statements, and other financial information included in this Annual 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 Annual Report;
 
 
 
 
 
 
4)
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
 
 
 
 
 
 
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
 
 
 
 
 
 
 
 
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
 
 
 
 
 
 
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
 
 
 
 
 
 
 
 
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and
 
 
 
 
 
 
5)
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 
 
 
 
 
 
 
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
 
 
 
 
 
 
 
 
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/s/ Barry S. Ray
Barry S. Ray
Senior Executive Vice President and Chief Financial Officer
Date:
March 6, 2020



Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of MidWestOne Financial Group, Inc. on Form 10-K for the period ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles N. Funk, the President and Chief Executive Officer of MidWestOne Financial Group, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
 
(a)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
 
 
(b)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of MidWestOne Financial Group, Inc.
 

/s/ Charles N. Funk
Charles N. Funk
President and Chief Executive Officer
Date:
March 6, 2020

This certification accompanies this Form 10-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section.


Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of MidWestOne Financial Group, Inc. on Form 10-K for the period ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Barry S. Ray, Senior Executive Vice President and Chief Financial Officer of MidWestOne Financial Group, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
 
(a)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
 
 
(b)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of MidWestOne Financial Group, Inc.
 

/s/ Barry S. Ray
Barry S. Ray
Senior Executive Vice President and Chief Financial Officer
Date:
March 6, 2020

This certification accompanies this Form 10-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section.