HTLF Q2 2015 FORM 10-Q



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended June 30, 2015

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period __________ to __________

Commission File Number: 001-15393

HEARTLAND FINANCIAL USA, INC.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

42-1405748
(I.R.S. employer identification number)

1398 Central Avenue, Dubuque, Iowa  52001
(Address of principal executive offices)(Zip Code)

(563) 589-2000
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x No o

     Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o
   
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act.
 
Large accelerated filer ¨
 
 
Accelerated Filer x
 
 
 
 
 
 
 
 
 
 
Non-accelerated filer ¨
 
 
Smaller reporting company ¨
 
 
(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Securities Exchange Act of 1934). Yes o No x

Indicate the number of shares outstanding of each of the classes of Registrant's common stock as of the latest practicable date:  As of August 4, 2015, the Registrant had outstanding 20,627,937 shares of common stock, $1.00 par value per share.





HEARTLAND FINANCIAL USA, INC.
Form 10-Q Quarterly Report
Table of Contents

Part I
Part II
 
 
 
 
 
 
 
101 Financial statements formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Equity, and (vi) the Notes to Consolidated Financial Statements.






PART I

ITEM 1. FINANCIAL STATEMENTS
HEARTLAND FINANCIAL USA, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
 
 
 
 
June 30, 2015
(Unaudited)
 
December 31, 2014
ASSETS
 
 
 
Cash and due from banks
$
111,909

 
$
64,150

Federal funds sold and other short-term investments
7,813

 
9,721

Cash and cash equivalents
119,722

 
73,871

Time deposits in other financial institutions
2,355

 
2,605

Securities:
 
 

Available for sale, at fair value (cost of $1,308,488 at June 30, 2015, and $1,396,794 at December 31, 2014)
1,315,699

 
1,401,868

Held to maturity, at cost (fair value of $292,564 at June 30, 2015, and $296,768 at December 31, 2014)
283,258

 
284,587

Other investments, at cost
20,455

 
20,498

Loans held for sale
105,898

 
70,514

Loans and leases receivable:
 
 

Held to maturity
4,449,823

 
3,876,745

Loans covered by loss share agreements

 
1,258

Allowance for loan and lease losses
(45,614
)
 
(41,449
)
Loans and leases receivable, net
4,404,209

 
3,836,554

Premises, furniture and equipment, net
143,423

 
130,713

Other real estate, net
16,983

 
19,016

Goodwill
54,162

 
35,583

Other intangible assets, net
45,226

 
33,932

Cash surrender value on life insurance
96,693

 
82,638

Other assets
108,924

 
59,433

TOTAL ASSETS
$
6,717,007

 
$
6,051,812

LIABILITIES AND EQUITY
 
 
 
LIABILITIES:
 
 
 
Deposits:
 
 
 
Demand
$
1,536,355

 
$
1,295,193

Savings
2,816,666

 
2,687,493

Time
964,248

 
785,336

Total deposits
5,317,269

 
4,768,022

Short-term borrowings
477,918

 
330,264

Other borrowings
296,594

 
395,705

Accrued expenses and other liabilities
46,020

 
61,504

TOTAL LIABILITIES
6,137,801

 
5,555,495

STOCKHOLDERS' EQUITY:
 
 
 
Preferred stock (par value $1 per share; authorized 20,604 shares; none issued or outstanding)

 

Series A Junior Participating preferred stock (par value $1 per share; authorized 16,000 shares; none issued or outstanding)

 

Series C Fixed Rate Non-Cumulative Perpetual preferred stock (par value $1 per share; liquidation value $81.7 million; authorized, issued and outstanding 81,698 shares)
81,698

 
81,698

Common stock (par value $1 per share; authorized 30,000,000 shares at June 30, 2015, and 25,000,000 shares at December 31, 2014; issued 20,616,068 shares at June 30, 2015, and 18,511,125 shares at December 31, 2014)
20,616

 
18,511

Capital surplus
148,789

 
95,816

Retained earnings
325,106

 
298,764

Accumulated other comprehensive income
3,059

 
1,528

Treasury stock at cost (1,743 shares at June 30, 2015 and 0 at December 31, 2014)
(62
)
 

TOTAL STOCKHOLDERS' EQUITY
579,206

 
496,317

TOTAL LIABILITIES AND EQUITY
$
6,717,007

 
$
6,051,812

 
 
 
 
See accompanying notes to consolidated financial statements.
 
 
 






HEARTLAND FINANCIAL USA, INC.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Dollars in thousands, except per share data)
 
 
 
 
 
 
 
 
Three Months Ended
 June 30,
 
Six Months Ended
June 30,
 
2015
 
2014
 
2015
 
2014
INTEREST INCOME:
 
 
 
 
 
 
 
Interest and fees on loans and leases
$
55,824

 
$
48,101

 
$
108,873

 
$
94,485

Interest on securities:
 
 
 
 
 
 
 
Taxable
6,739

 
7,447

 
13,871

 
15,208

Nontaxable
2,874

 
3,708

 
5,790

 
6,830

Interest on federal funds sold
1

 

 
2

 

Interest on interest bearing deposits in other financial institutions
3

 
7

 
7

 
14

TOTAL INTEREST INCOME
65,441

 
59,263

 
128,543


116,537

INTEREST EXPENSE:
 
 
 
 
 
 
 
Interest on deposits
3,819

 
4,577

 
7,991

 
9,355

Interest on short-term borrowings
212

 
202

 
410

 
428

Interest on other borrowings (includes $559 and $573 of interest expense related to derivatives reclassified from accumulated other comprehensive income for the three months ended June 30, 2015 and 2014, respectively, and $1,123 and $1,094 of interest expense related to derivatives reclassified from accumulated other comprehensive income for the six months ended June 30, 2015 and 2014, respectively)
3,766

 
3,685

 
8,568

 
7,343

TOTAL INTEREST EXPENSE
7,797

 
8,464

 
16,969


17,126

NET INTEREST INCOME
57,644

 
50,799

 
111,574


99,411

Provision for loan and lease losses
5,674

 
2,751

 
7,345

 
9,082

NET INTEREST INCOME AFTER PROVISION FOR LOAN AND LEASE LOSSES
51,970

 
48,048

 
104,229


90,329

NONINTEREST INCOME:
 
 
 
 
 
 
 
Service charges and fees
5,900

 
5,254

 
11,304

 
10,150

Loan servicing income
1,163

 
1,393

 
2,204

 
2,904

Trust fees
3,913

 
3,343

 
7,544

 
6,553

Brokerage and insurance commissions
916

 
1,158

 
2,003

 
2,281

Securities gains, net (includes $3,110 and $854 of net security gains reclassified from accumulated other comprehensive income for the three months ended June 30, 2015 and 2014, respectively, and $7,463 and $1,635 of net security gains reclassified from accumulated other comprehensive income for six months ended June 30, 2015 and 2014, respectively)
3,110

 
854

 
7,463

 
1,635

Gain (loss) on trading account securities

 

 

 
(38
)
Net gains on sale of loans held for sale
14,599

 
8,796

 
28,341

 
15,175

Income on bank owned life insurance
459

 
339

 
983

 
702

Other noninterest income
601

 
398

 
1,482

 
1,023

TOTAL NONINTEREST INCOME
30,661

 
21,535

 
61,324


40,385

NONINTEREST EXPENSES:
 
 
 
 
 
 
 
Salaries and employee benefits
36,851

 
32,563

 
73,489

 
64,882

Occupancy
4,028

 
3,984

 
8,287

 
8,034

Furniture and equipment
2,176

 
2,085

 
4,282

 
3,975

Professional fees
5,249

 
4,214

 
11,293

 
8,740

FDIC insurance assessments
899

 
980

 
1,855

 
1,960

Advertising
1,333

 
1,511

 
2,514

 
2,699

Intangible assets amortization
715

 
591

 
1,346

 
1,215

Other real estate and loan collection expenses
753

 
518

 
1,218

 
1,570

Loss on sales/valuations of assets, net
1,509

 
1,379

 
1,862

 
1,542

Other noninterest expenses
9,969

 
6,834

 
16,950

 
12,580

TOTAL NONINTEREST EXPENSES
63,482

 
54,659

 
123,096


107,197

INCOME BEFORE INCOME TAXES
19,149

 
14,924

 
42,457


23,517

Income taxes (includes $952 and $105 of income tax expense reclassified from accumulated other comprehensive income for the three months ended June 30, 2015 and 2014, respectively, and $2,365 and $202 of income tax expense reclassified from accumulated other comprehensive income for the six months ended June 30, 2015 and 2014, respectively)
3,989

 
4,150

 
11,588

 
5,853

NET INCOME
15,160

 
10,774

 
30,869


17,664

Preferred dividends and discount
(204
)
 
(204
)
 
(408
)
 
(408
)
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
$
14,956

 
$
10,570

 
$
30,461


$
17,256

EARNINGS PER COMMON SHARE - BASIC
$
0.73

 
$
0.57

 
$
1.49

 
$
0.94

EARNINGS PER COMMON SHARE - DILUTED
$
0.72

 
$
0.56

 
$
1.47

 
$
0.92

CASH DIVIDENDS DECLARED PER COMMON SHARE
$
0.10

 
$
0.10

 
$
0.20

 
$
0.20

 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.
 
 
 
 
 
 
 





HEARTLAND FINANCIAL USA, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(Dollars in thousands)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2015
 
2014
 
2015
 
2014
NET INCOME
$
15,160

 
$
10,774

 
$
30,869

 
$
17,664

OTHER COMPREHENSIVE INCOME (LOSS)
 
 
 
 
 
 
 
Securities:
 
 
 
 
 
 
 
Net change in unrealized gain (loss) on securities
(2,764
)
 
9,772

 
8,714

 
30,682

Reclassification adjustment for net gains realized in net income
(3,110
)
 
(854
)
 
(7,463
)
 
(1,635
)
Net change in non-credit related other than temporary impairment
24

 
24

 
48

 
48

Income taxes
2,361

 
(3,523
)
 
(498
)
 
(11,482
)
Other comprehensive income (loss) on securities
(3,489
)
 
5,419

 
801

 
17,613

Derivatives used in cash flow hedging relationships:
 
 
 
 
 
 
 
Net change in unrealized loss on derivatives
1,509

 
(936
)
 
55

 
(1,075
)
Reclassification adjustment for net loss on derivatives realized in net income
559

 
573

 
1,123

 
1,094

Income taxes
(775
)
 
135

 
(448
)
 
(7
)
Other comprehensive income (loss) on cash flow hedges
1,293

 
(228
)
 
730

 
12

Other comprehensive income (loss)
(2,196
)
 
5,191

 
1,531

 
17,625

TOTAL COMPREHENSIVE INCOME
$
12,964

 
$
15,965

 
$
32,400

 
$
35,289

 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.
 
 
 
 
 
 
 





HEARTLAND FINANCIAL USA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
 
 
Six Months Ended June 30,
 
2015
 
2014
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
30,869

 
$
17,664

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
11,174

 
8,547

Provision for loan and lease losses
7,345

 
9,082

Net amortization of premium on securities
14,645

 
12,497

Securities gains, net
(7,463
)
 
(1,635
)
Decrease in trading account securities

 
1,801

Stock based compensation
1,908

 
1,831

Write downs and losses on repossessed assets, net
924

 
921

Loans originated for sale
(724,081
)
 
(402,605
)
Proceeds on sales of loans held for sale
710,753

 
377,272

Net gains on sale of loans held for sale
(21,328
)
 
(15,175
)
Decrease in accrued interest receivable
1,478

 
616

(Increase) decrease in prepaid expenses
100

 
(698
)
Decrease in accrued interest payable
(867
)
 
(908
)
Capitalization of servicing rights
(7,156
)
 
(3,344
)
Write downs and losses on sales of assets, net
938

 

Other, net
(10,275
)
 
1,644

NET CASH PROVIDED BY OPERATING ACTIVITIES
8,964

 
7,510

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Proceeds from the sale of securities available for sale
526,026

 
509,891

Proceeds from the sale of other investments
10,336

 
7,356

Proceeds from the maturity of and principal paydowns on securities available for sale
86,625

 
72,651

Proceeds from the maturity of and principal paydowns on securities held to maturity
646

 
619

Proceeds from the maturity of and principal paydowns on time deposits in other financial institutions
250

 
250

Purchase of securities available for sale
(529,670
)
 
(349,740
)
Purchase of securities held to maturity

 
(20,944
)
Purchase of other investments
(9,009
)
 
(6,445
)
Net increase in loans and leases
(184,039
)
 
(212,384
)
Purchase of bank owned life insurance policies
(1,100
)
 

Capital expenditures
(3,984
)
 
(4,205
)
Net cash and cash equivalents received in acquisition
7,103

 

Proceeds from the sale of equipment
15

 

Proceeds on sale of OREO and other repossessed assets
5,402

 
10,663

NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES
(91,399
)
 
7,712

CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Net increase in demand deposits and savings accounts
64,348

 
4,664

Net increase (decrease) in time deposit accounts
50,980

 
(29,681
)
Net increase in short-term borrowings
86,718

 
20,738

Proceeds from short term FHLB advances
248,100

 
170,000

Repayments of short term FHLB advances
(212,000
)
 
(179,000
)
Proceeds from other borrowings
29,000

 
5,000

Repayments of other borrowings
(134,389
)
 
(25,394
)
Purchase of treasury stock
(2,173
)
 
(608
)
Proceeds from issuance of common stock
1,578

 
429

Excess tax benefits on exercised stock options
651

 
119

Dividends paid
(4,527
)
 
(4,099
)
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES
128,286

 
(37,832
)
Net increase (decrease) in cash and cash equivalents
45,851

 
(22,610
)
Cash and cash equivalents at beginning of year
73,871

 
125,270

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
119,722

 
$
102,660

Supplemental disclosures:
 
 
 
Cash paid for income/franchise taxes
$
6,969

 
$
1,641

Cash paid for interest
$
20,836

 
$
18,034

Loans transferred to OREO
$
4,046

 
$
6,097

Purchases of securities available for sale, accrued, not paid
$

 
$
11,175

   Sales of securities available for sale, accrued, not settled
$
34,129

 
$

Stock consideration granted for acquisition
$
53,052

 
$

See accompanying notes to consolidated financial statements.






HEARTLAND FINANCIAL USA, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)
(Dollars in thousands, except per share data)
 
 
Heartland Financial USA, Inc. Stockholders' Equity
 
 
 
Preferred
 Stock
 
Common
 Stock
 
Capital
 Surplus
 
Retained
 Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
Treasury
Stock
 
Total
 Equity
Balance at January 1, 2014
$
81,698

 
$
18,399

 
$
91,632

 
$
265,067

 
$
(17,336
)
 
$

 
$
439,460

Comprehensive income


 






17,664

 
17,625





35,289

Cash dividends declared:


 


 


 


 


 


 
 
Preferred, $5.00 per share


 






(408
)
 






(408
)
Common, $0.20 per share


 






(3,691
)
 






(3,691
)
Purchase of 23,350 shares of common stock


 








 



(608
)

(608
)
Issuance of 91,840 shares of common stock


 
69


(129
)



 



608


548

Commitments to issue common stock


 



1,831




 






1,831

Balance at June 30, 2014
$
81,698

 
$
18,468

 
$
93,334

 
$
278,632

 
$
289

 
$

 
$
472,421

Balance at January 1, 2015
$
81,698

 
$
18,511

 
$
95,816

 
$
298,764

 
$
1,528

 
$

 
$
496,317

Comprehensive income
 
 
 
 
 
 
30,869

 
1,531

 


 
32,400

Cash dividends declared:
 
 
 
 
 
 
 
 


 


 
 

Preferred, $5.00 per share
 
 
 

 

(408
)
 






(408
)
Common, $0.20 per share
 
 
 

 

(4,119
)
 






(4,119
)
Purchase of 36,176 shares of common stock
 
 
 

 



 



(2,173
)

(2,173
)
Issuance of 2,139,376 shares of common stock
 
 
2,105


51,065

 


 



2,111


55,281

Commitments to issue common stock
 
 
 

1,908




 






1,908

Balance at June 30, 2015
$
81,698

 
$
20,616

 
$
148,789

 
$
325,106

 
$
3,059

 
$
(62
)
 
$
579,206

 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.
 
 
 
 
 
 
 
 






HEARTLAND FINANCIAL USA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: BASIS OF PRESENTATION

The interim unaudited consolidated financial statements contained herein should be read in conjunction with the audited consolidated financial statements and accompanying notes to the consolidated financial statements for the fiscal year ended December 31, 2014, included in the Form 10-K of Heartland Financial USA, Inc. ("Heartland") filed with the Securities and Exchange Commission ("SEC") on March 13, 2015. Accordingly, footnote disclosures which would substantially duplicate the disclosure contained in the audited consolidated financial statements have been omitted.

The financial information of Heartland included herein has been prepared in accordance with U.S. generally accepted accounting principles for interim financial reporting and has been prepared pursuant to the rules and regulations for reporting on Form 10-Q and Rule 10-01 of Regulation S-X. Such information reflects all adjustments (consisting of normal recurring adjustments), that are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. The results of the interim period ended June 30, 2015, are not necessarily indicative of the results expected for the year ending December 31, 2015.

Earnings Per Share

Basic earnings per share is determined using net income available to common stockholders and weighted average common shares outstanding. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted average common shares and assumed incremental common shares issued. Amounts used in the determination of basic and diluted earnings per share for the six-month periods ended June 30, 2015 and 2014, are shown in the table below:
 
Three Months Ended
June 30,
(Dollars and number of shares in thousands, except per share data)
2015
 
2014
Net income attributable to Heartland
$
15,160

 
$
10,774

Preferred dividends and discount
(204
)
 
(204
)
Net income available to common stockholders
$
14,956

 
$
10,570

Weighted average common shares outstanding for basic earnings per share
20,599

 
18,458

Assumed incremental common shares issued upon exercise of stock options and non-vested restricted stock units
278

 
289

Weighted average common shares for diluted earnings per share
20,877

 
18,747

Earnings per common share — basic
$
0.73

 
$
0.57

Earnings per common share — diluted
$
0.72

 
$
0.56

Number of antidilutive common stock equivalents excluded from diluted earnings per share computation

 
95

 
 
 
 
 
Six Months Ended
June 30,
(Dollars and number of shares in thousands, except per share data)
2015
 
2014
Net income attributable to Heartland
$
30,869

 
$
17,664

Preferred dividends and discount
(408
)
 
(408
)
Net income available to common stockholders
$
30,461

 
$
17,256

Weighted average common shares outstanding for basic earnings per share
20,408

 
18,448

Assumed incremental common shares issued upon exercise of stock options and non-vested restricted stock units
274

 
291

Weighted average common shares for diluted earnings per share
20,682

 
18,739

Earnings per common share — basic
$
1.49

 
$
0.94

Earnings per common share — diluted
$
1.47

 
$
0.92

Number of antidilutive common stock equivalents excluded from diluted earnings per share computation

 
95







Stock-Based Compensation

Heartland may grant, through its Nominating and Compensation Committee (the "Compensation Committee"), non-qualified and incentive stock options, stock appreciation rights, stock awards, restricted stock, restricted stock units and cash incentive awards, under its 2012 Long-Term Incentive Plan (the "Plan"). The Plan, which was approved by stockholders in May 2012 and replaced Heartland's 2005 Long-Term Incentive Plan with respect to grants after such approval, reserved 265,153 shares of common stock at June 30, 2015, for issuance under future awards that may be granted under the Plan to employees and directors of, and service providers to, Heartland or its subsidiaries.

Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, "Compensation-Stock Compensation" requires the measurement of the cost of employee services received in exchange for an award of equity instruments based upon the fair value of the award on the grant date. The cost of the award is based upon its fair value estimated on the date of grant and recognized in the consolidated statements of income over the vesting period of the award. The fair market value of restricted stock and restricted stock units is based on the fair value of the underlying shares of common stock on the date of grant. The fair value of stock options is estimated on the date of grant using the Black-Scholes model.

The amount of tax benefit related to the exercise, vesting, and forfeiture of equity-based awards reflected in additional paid-in-capital, not taxes payable, was $651,000 and $119,000 during the six months ended June 30, 2015 and 2014, respectively.

Restricted Stock Units

The Plan permits the Compensation Committee to grant restricted stock units ("RSUs"). On January 20, 2015, the Compensation Committee granted time-based RSUs with respect to 78,220 shares of common stock, and on March 11, 2014, the Compensation Committee granted time-based RSUs with respect to 67,190 shares of common stock to selected officers. The time-based RSUs, which represent the right, without payment, to receive shares of Heartland common stock at a specified date in the future based on specific vesting conditions, vest over five years in three equal installments on the third, fourth and fifth anniversaries of the grant date, will be settled in common stock upon vesting, and will not be entitled to dividends until vested. The time-based RSUs vest upon a "qualified retirement" (as defined in the RSU agreement), and the retiree is required to sign a non-solicitation and non-compete agreement as a condition to vesting.

In addition to the time-based RSUs referenced in the preceding paragraph, the Compensation Committee granted performance-based RSUs with respect to 39,075 shares of common stock on March 10, 2015, and performance-based RSUs with respect to 32,645 shares of common stock on March 11, 2014, to Heartland executives and subsidiary presidents. These performance-based RSUs vest based first on performance measures tied to Heartland's earnings and loans on December 31, 2015, and December 31, 2014, respectively, and then on time-based vesting conditions. For the grants awarded in 2015, the portion of the RSUs earned based on performance vest on December 31, 2017, and for the grants awarded in 2014, the portion of the RSUs earned based on performance vest on December 31, 2016, subject to employment on the respective vesting dates.

The Compensation Committee also grants RSUs under the Plan to directors as part of their compensation, to new management level employees at commencement of employment, and to other employees and service providers as incentives. During the six months ended June 30, 2015, and June 30, 2014, 22,648 and 31,525 RSUs, respectively, were granted to directors and new employees.

A summary of the status of the RSUs as of June 30, 2015 and 2014, and changes during the six months ended June 30, 2015 and 2014, follows:
 
2015
 
2014
 
Shares
 
Weighted-Average Grant Date
Fair Value
 
Shares
 
Weighted-Average Grant Date
Fair Value
Outstanding at January 1
396,555

 
$
21.48

 
353,070

 
$
18.48

Granted
139,943

 
28.90

 
131,235

 
26.69

Vested
(151,681
)
 
17.98

 
(73,224
)
 
16.65

Forfeited
(11,198
)
 
25.14

 
(3,901
)
 
19.10

Outstanding at June 30
373,619

 
$
25.55

 
407,180

 
$
21.53







Total compensation costs recorded for RSUs were $1.9 million and $1.8 million for the six-month periods ended June 30, 2015 and 2014. As of June 30, 2015, there were $4.6 million of total unrecognized compensation costs related to the 2005 and 2012 Long-Term Incentive Plans for RSUs which are expected to be recognized through 2019.

Options

Although the Plan provides authority to the Compensation Committee to grant stock options, no options were granted during the first six months of 2015 and 2014. Prior to 2009, options were typically granted annually with an expiration date ten years after the date of grant. Vesting was generally over a five-year service period with portions of a grant becoming exercisable at three years, four years, and five years after the date of grant. A summary of the status of the stock options as of June 30, 2015 and 2014, and changes during the six months ended June 30, 2015 and 2014, follows:
 
2015
 
2014
 
Shares
 
Weighted-Average
Exercise Price
 
Shares
 
Weighted-Average
Exercise Price
Outstanding at January 1
215,851

 
$
23.85

 
261,936

 
$
23.60

Granted

 

 

 

Exercised
(56,650
)
 
22.85

 
(5,000
)
 
19.13

Forfeited
(2,250
)
 
23.88

 
(6,500
)
 
26.39

Outstanding at June 30
156,951

 
$
24.18

 
250,436

 
$
23.62

Options exercisable at June 30
156,951

 
$
24.18

 
250,436

 
$
23.62


At June 30, 2015, the vested options totaled 156,951 shares with a weighted average exercise price of $24.18 per share and a weighted average remaining contractual life of 1.68 years. The intrinsic value (the difference between the market price and the aggregate exercise price) for the vested options as of June 30, 2015, was $2.0 million. The intrinsic value for the total of all options exercised during the six months ended June 30, 2015, was $508,000.

The exercise price of stock options granted is established by the Compensation Committee, but the exercise price for the stock options may not be less than the fair market value of the shares on the date that the option is granted or, if greater, the par value of a share of stock. Each option granted is exercisable in full at any time or from time to time, subject to vesting provisions, as determined by the Compensation Committee and as provided in the option agreement, but such time may not exceed ten years from the grant date. Cash received from options exercised was $1.3 million for the six months ended June 30, 2015, and $96,000 for the six months ended June 30, 2014.

Total compensation costs recorded for options were $0 for both six-month periods ended June 30, 2015 and 2014. There are no unrecorded compensation costs related to options at June 30, 2015.

Subsequent Events

Heartland has no subsequent events requiring recognition as of June 30, 2015, or disclosure through the filing date of this quarterly report on Form 10-Q with the SEC.

Effect of New Financial Accounting Standards

In January 2014, the FASB issued ASU 2014-01, "Accounting for Investments in Qualified Affordable Housing Projects." The amendments in ASU 2014-01 to Topic 323, "Equity Investments and Joint Ventures," provide guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. The amendments permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefit received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The amendments are effective for fiscal years, and interim periods within those years, beginning after December 31, 2014, and should be applied retrospectively to all periods presented. Heartland elected to use the proportional amortization method for equity investments in qualified affordable housing projects that meet the conditions specified in ASU-2014-01. Heartland adopted this standard on January 1, 2015, and the adoption did not have a material impact on the results of operations, financial position, and liquidity.






In January 2014, the FASB issued ASU 2014-04, "Receivables-Troubled Debt Restructurings by Creditors: Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure." The amendments in ASU 2014-04 clarify that an in-substance foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (i) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (ii) the borrower conveying all interest in the residential real estate property to the creditor to satisfy the loan through completion of a deed in lieu of foreclosure or similar legal agreement. ASU 2014-04 also requires disclosure of both the amount of foreclosed residential real estate property held by the creditor and the recorded investment in loans collateralized by residential real estate property that are in the process of foreclosure. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014, with early adoption permitted. Once adopted, an entity can elect either (i) a modified retrospective transition method or (ii) a prospective transition method. The modified retrospective transition method is applied by means of a cumulative-effect adjustment to residential mortgage loans and foreclosed residential real estate properties existing as of the beginning of the period for which the amendments of ASU 2014-04 are effective, with real estate reclassified to loans measured at the carrying value of the real estate at the date of adoption and loans reclassified to real estate measured at the lower of net carrying value of the loan or the fair value of the real estate less costs to sell at the date of adoption. The prospective transition method is applied by means of applying the amendments of ASU 2014-04 to all instances of receiving physical possession of residential real estate properties that occur after the date of adoption. Heartland adopted this standard on January 1, 2015, and the adoption did not have a material impact on the results of operations, financial position, and liquidity. As of June 30, 2015, Heartland had not received possession of any residential real estate properties that meet the disclosure requirements.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." The amendment clarifies the principles for recognizing revenue and develops a common revenue standard. The amendment outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” In applying the revenue model to contracts within its scope, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The amendment applies to all contracts with customers except those that are within the scope of other topics in the FASB Codification. The standard also requires significantly expanded disclosures about revenue recognition. The amendment is effective for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). Early application is not permitted. Heartland intends to adopt the accounting standard during the first quarter of 2018, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.

In August 2014, the FASB issued ASU 2014-14, "Receivables-Troubled Debt Restructurings by Creditors: Classification of Certain Government-Guaranteed Mortgage Loans Upon Foreclosure." The amendment clarifies how creditors are to classify certain government-guaranteed mortgage loans upon foreclosure. The amendment requires that a mortgage loan be derecognized and a separate other receivable be recognized upon foreclosure if the following conditions are met: (1) the loan has a government guarantee that is not separate from the loan before foreclosure, and (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under the claim, and (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured on the amount of the loan balance (principal and interest) expected to be recovered for the guarantor. This amendment is effective for annual reporting periods, and interim reporting periods within those years, beginning after December 15, 2014, with early adoption permitted. Heartland adopted this standard on January 1, 2015, and the adoption did not have an impact on the results of operations, financial position, and liquidity.

In January 2015, the FASB issued ASU 2015-01, "Income Statement-Extraordinary and Unusual Items." The amendment eliminates from U.S. GAAP the concept of extraordinary items. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. This amended guidance will prohibit separate disclosure of extraordinary items in the income statement. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Entities may apply the amendment prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. Heartland





does not expect the adoption of this standard to have a material impact on the results of operations, financial position, and liquidity.

In April 2015, the FASB issued ASU 2015-03, "Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs." The amendment intends to simplify the presentation of debt issuance costs and more closely align the presentation of debt issuance costs under U.S. GAAP with the presentation under comparable International Financial Reporting Standards. The cost of issuing debt will no longer be recorded as a separate asset, except when incurred before receipt of the funding from the associated debt liability. Debt issuance costs related to a recognized debt liability are to be presented on the balance sheet as a direct reduction from the debt liability, similar to the presentation of debt premiums or discounts. The costs will continue to be amortized to interest expense using the effective interest method. This amendment is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The ASU requires retrospective application to all prior periods presented in the financial statements. Heartland adopted this standard effective March 31, 2015, at which time $550,000 was reclassified from other assets to other borrowings on the consolidated balance sheet for all periods presented. The adoption of this standard did not have a material impact on the results of operations, financial position, and liquidity.

NOTE 2: ACQUISITIONS

On May 28, 2015, Heartland entered into a definitive merger agreement with Premier Valley Bank in Fresno, California. Under the terms of the agreement, Premier Valley Bank shareholders will receive approximately $95.0 million or $7.73 per share of common stock in the merger, and may elect to receive this payment in shares of Heartland common stock or cash, subject to proration so that 70% of the total payment is in Heartland common stock and 30% in cash. As of June 30, 2015, Premier Valley Bank had assets of approximately $655.0 million, loans of approximately $413.0 million and deposits of approximately $573.0 million. Upon closing of the transaction, Premier Valley Bank will become a wholly-owned subsidiary of Heartland and will continue to operate under its current name and management team as Heartland's tenth state-chartered bank.

On May 14, 2015, Heartland entered into a definitive merger agreement with First Scottsdale Bank, N.A., in Scottsdale, Arizona. Under the terms of the agreement, Heartland will acquire First Scottsdale Bank, N.A., in an all cash transaction valued at approximately $17.7 million. Simultaneous with the closing of the transaction, First Scottsdale Bank, N.A., will be merged into Heartland's Arizona Bank & Trust subsidiary. As of June 30, 2015, First Scottsdale Bank, N.A., had total assets of approximately $96.0 million, including $63.0 million of loans outstanding, and deposits of $79.0 million.

On April 15, 2015, Heartland entered into a definitive merger agreement with Community Bancorporation of New Mexico, Inc., parent company of Community Bank in Santa Fe, New Mexico. Under the terms of the agreement, Heartland will acquire Community Bancorporation in an all cash transaction valued at approximately $11.1 million. Simultaneous with the closing of the transaction, Community Bank will be merged into Heartland's New Mexico Bank & Trust subsidiary. As of June 30, 2015, Community Bank had total assets of approximately $175.0 million, including $109.0 million of loans outstanding, and $146.0 million of deposits.

On January 16, 2015, Heartland completed the acquisition of Community Banc-Corp of Sheboygan, Inc., parent company of Community Bank & Trust in Sheboygan, Wisconsin. Under the terms of the agreement, the aggregate purchase price was based upon 155% of the December 31, 2014, adjusted tangible book value, as defined in the merger agreement, of Community Banc-Corp of Sheboygan, Inc. The purchase price was approximately $53.1 million, which was paid by delivery of 1,970,720 shares of Heartland common stock. The transaction included, at fair value, total assets of $506.8 million, including loans of $395.0 million and including deposits of $433.9 million. Simultaneous with the close of the transaction, Community Bank & Trust merged into Heartland’s Wisconsin Bank & Trust subsidiary. The transaction was a tax-free reorganization with respect to the stock consideration received by the stockholders of Community Banc-Corp of Sheboygan, Inc.






The assets and liabilities of Community Banc-Corp of Sheboygan, Inc. were recorded on the consolidated balance sheet at the estimated fair value on the acquisition date. The following table represents, in thousands, the amounts recorded on the consolidated balance sheet as of January 16, 2015:
 
As of January 16, 2015
Fair value of consideration paid
 
Common Stock
$
53,052

Cash
6

  Total consideration paid
53,058

Fair value of assets acquired
 
Cash and due from banks
7,109

Securities:
 
  Securities available for sale
52,976

  Other securities
1,284

Loans held for sale
728

Loans held to maturity
395,007

Premises, furniture and equipment, net
13,954

Other real estate, net
346

Other intangible assets, net
10,295

Other assets
25,066

Total assets
506,765

Fair value of liabilities assumed
 
Deposits
433,919

Short term borrowings
24,836

Other borrowings
6,097

Other liabilities
7,434

Total liabilities assumed
472,286

Fair value of net assets acquired
34,479

Goodwill resulting from acquisition
$
18,579


Heartland recognized goodwill of $18.6 million in conjunction with the acquisition of Community Banc-Corp of Sheboygan, Inc., which is calculated as the excess of both the consideration exchanged and the liabilities assumed as compared to the fair value of identifiable assets acquired. Goodwill resulted from expected operational synergies, increased market presence, cross-selling opportunities, and expanded business lines. See Note 6 for further information on goodwill.

Pro Forma Information: The following pro forma information presents the results of operations for the years ended December 31, 2014, and December 31, 2013, as if the Community Banc-Corp of Sheboygan, Inc. acquisition occurred on January 1, 2013:
(Dollars in thousands, except per share data)
For the Years Ended
 
December 31, 2014
 
December 31, 2013
Net interest income
$
220,358

 
$
179,001

Net income
$
44,710

 
$
42,105

Basic earnings per share
$
2.19

 
$
2.20

Diluted earnings per share
$
2.16

 
$
2.17


The above pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the actual results of operations of the merged companies that would have been achieved had the acquisition occurred on January 1, 2013, nor are they intended to represent or be indicative of future results of operations. The pro forma results do not include expected operating cost savings as a result of the acquisition. These pro forma results require significant estimates and judgments particularly as it relates to valuation and accretion of income associated with the acquired loans.






Heartland incurred $1.7 million of pre-tax merger related expenses in 2014 and 2015. The merger expenses are reflected on the consolidated statement of income for the applicable period and are reported primarily in the categories of salaries and employee benefits, professional fees and other noninterest expenses.

Acquired loans were preliminarily recorded at fair value based on a discounted cash flow valuation methodology that considers, among other things, projected default rates, loss given defaults, and recovery rates. No allowance for credit losses was carried over from the acquisition. The balance of nonaccrual loans at acquisition date was $5.8 million.

NOTE 3: SECURITIES

The amortized cost, gross unrealized gains and losses, and estimated fair values of securities available for sale as of June 30, 2015, and December 31, 2014, are summarized in the table below, in thousands:
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair
Value
June 30, 2015
 
 
 
 
 
 
 
U.S. government corporations and agencies
$
15,701

 
$
101

 
$

 
$
15,802

Mortgage-backed securities
1,101,835

 
15,575

 
(9,360
)
 
1,108,050

Obligations of states and political subdivisions
185,167

 
2,611

 
(1,777
)
 
186,001

Corporate debt securities
740

 

 

 
740

Total debt securities
1,303,443

 
18,287

 
(11,137
)
 
1,310,593

Equity securities
5,045

 
61

 

 
5,106

Total
$
1,308,488

 
$
18,348

 
$
(11,137
)
 
$
1,315,699

December 31, 2014
 
 
 
 
 
 
 
U.S. government corporations and agencies
$
24,010

 
$
98

 
$
(15
)
 
$
24,093

Mortgage-backed securities
1,219,305

 
11,929

 
(11,968
)
 
1,219,266

Obligations of states and political subdivisions
148,450

 
5,304

 
(328
)
 
153,426

Corporate debt securities

 

 

 

Total debt securities
1,391,765

 
17,331

 
(12,311
)
 
1,396,785

Equity securities
5,029

 
54

 

 
5,083

Total
$
1,396,794

 
$
17,385

 
$
(12,311
)
 
$
1,401,868


At both June 30, 2015, and December 31, 2014, the amortized cost of the available for sale securities is net of $184,000 of credit related other-than-temporary impairment ("OTTI").

The amortized cost, gross unrealized gains and losses and estimated fair values of held to maturity securities as of June 30, 2015, and December 31, 2014, are summarized in the table below, in thousands:
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair
Value
June 30, 2015
 
 
 
 
 
 
 
Mortgage-backed securities
$
5,555

 
$
266

 
$
(816
)
 
$
5,005

Obligations of states and political subdivisions
277,703

 
11,393

 
(1,537
)
 
287,559

Total
$
283,258

 
$
11,659

 
$
(2,353
)
 
$
292,564

December 31, 2014
 
 
 
 
 
 
 
Mortgage-backed securities
$
5,734

 
$
217

 
$
(667
)
 
$
5,284

Obligations of states and political subdivisions
278,853

 
13,576

 
(945
)
 
291,484

Total
$
284,587

 
$
13,793

 
$
(1,612
)
 
$
296,768


At June 30, 2015, the amortized cost of the held to maturity securities is net of $797,000 of credit related OTTI and $374,000 of non-credit related OTTI. At December 31, 2014, the amortized cost of the held to maturity securities was net of $797,000 of credit related OTTI and $422,000 of non-credit related OTTI.






Approximately 84% of Heartland's mortgage-backed securities are issuances of government-sponsored enterprises.

The amortized cost and estimated fair value of debt securities available for sale at June 30, 2015, by contractual maturity are as follows, in thousands. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without penalties.
 
Amortized Cost
 
Estimated Fair Value
Due in 1 year or less
$
3,378

 
$
3,394

Due in 1 to 5 years
22,352

 
22,274

Due in 5 to 10 years
40,102

 
40,078

Due after 10 years
135,776

 
136,797

Total debt securities
201,608

 
202,543

Mortgage-backed securities
1,101,835

 
1,108,050

Equity securities
5,045

 
5,106

Total investment securities
$
1,308,488

 
$
1,315,699


The amortized cost and estimated fair value of debt securities held to maturity at June 30, 2015, by contractual maturity are as follows, in thousands. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without penalties.
 
Amortized Cost
 
Estimated Fair Value
Due in 1 year or less
$
3,092

 
$
3,153

Due in 1 to 5 years
13,827

 
14,462

Due in 5 to 10 years
59,866

 
62,268

Due after 10 years
200,918

 
207,676

Total debt securities
277,703

 
287,559

Mortgage-backed securities
5,555

 
5,005

Total investment securities
$
283,258

 
$
292,564


Gross gains and losses realized related to the sales of securities available for sale for the three- and six-month periods ended June 30, 2015 and 2014, are summarized as follows, in thousands:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2015
 
2014
 
2015
 
2014
Proceeds from sales
$
270,688

 
$
154,603

 
$
526,026

 
$
509,891

Gross security gains
3,819

 
974

 
8,441

 
3,446

Gross security losses
709

 
120

 
978

 
1,811







The following tables summarize, in thousands, the amount of unrealized losses, defined as the amount by which cost or amortized cost exceeds fair value, and the related fair value of investments with unrealized losses in Heartland's securities portfolio as of June 30, 2015, and December 31, 2014. The investments were segregated into two categories: those that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months. The reference point for determining how long an investment was in an unrealized loss position was June 30, 2014, and December 31, 2013, respectively. Securities for which Heartland has taken credit-related OTTI write-downs are categorized as being "less than 12 months" or "12 months or longer" in a continuous loss position based on the point in time that the fair value declined to below the cost basis and not the period of time since the credit-related OTTI write-down.
Securities available for sale
Less than 12 months
 
12 months or longer
 
Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
U.S. government corporations and agencies
$

 
$

 
$

 
$

 
$

 
$

Mortgage-backed securities
390,432

 
(7,343
)
 
128,712

 
(2,017
)
 
519,144

 
(9,360
)
Obligations of states and political subdivisions
75,481

 
(1,344
)
 
9,615

 
(433
)
 
85,096

 
(1,777
)
Total temporarily impaired securities
$
465,913

 
$
(8,687
)
 
$
138,327

 
$
(2,450
)
 
$
604,240

 
$
(11,137
)
December 31, 2014
U.S. government corporations and agencies
$
6,042

 
$
(15
)
 
$

 
$

 
$
6,042

 
$
(15
)
Mortgage-backed securities
327,363

 
(7,391
)
 
306,078

 
(4,577
)
 
633,441

 
(11,968
)
Obligations of states and political subdivisions
886

 
(6
)
 
20,507

 
(322
)
 
21,393

 
(328
)
Total temporarily impaired securities
$
334,291

 
$
(7,412
)
 
$
326,585

 
$
(4,899
)
 
$
660,876

 
$
(12,311
)

Securities held to maturity
Less than 12 months
 
12 months or longer
 
Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$

 
$

 
$
1,914

 
$
(816
)
 
$
1,914

 
$
(816
)
Obligations of states and political subdivisions
26,655

 
(466
)
 
17,324

 
(1,071
)
 
43,979

 
(1,537
)
Total temporarily impaired securities
$
26,655

 
$
(466
)
 
$
19,238

 
$
(1,887
)
 
$
45,893

 
$
(2,353
)
December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$

 
$

 
$
2,761

 
$
(667
)
 
$
2,761

 
$
(667
)
Obligations of states and political subdivisions
3,172

 
(422
)
 
29,402

 
(523
)
 
32,574

 
(945
)
Total temporarily impaired securities
$
3,172

 
$
(422
)
 
$
32,163

 
$
(1,190
)
 
$
35,335

 
$
(1,612
)

Heartland reviews the investment securities portfolio on a quarterly basis to monitor its exposure to OTTI. A determination as to whether a security's decline in fair value is other-than-temporary takes into consideration numerous factors and the relative significance of any single factor can vary by security. Some factors Heartland may consider in the OTTI analysis include the length of time the security has been in an unrealized loss position, changes in security ratings, financial condition of the issuer, as well as security and industry specific economic conditions. In addition, with regard to debt securities, Heartland may also evaluate payment structure, whether there are defaulted payments or expected defaults, prepayment speeds, and the value of any underlying collateral. For certain debt securities in unrealized loss positions, Heartland prepares cash flow analyses to compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. During 2012, Heartland experienced deterioration in the credit support on three private label mortgage-backed securities which resulted in a credit-related OTTI loss. The underlying collateral on these securities experienced an increased level of defaults and a slowing of voluntary prepayments causing the present value of the forward expected cash flows, using prepayment and default vectors, to be below the amortized cost basis of the securities. Based on Heartland's evaluation, a $981,000 OTTI on three private label mortgage-backed securities attributable to credit-related losses was recorded in March 2012. The other-than-temporary credit-related losses were $797,000 in the held to maturity category and $184,000 in the available for sale category.






The remaining unrealized losses on Heartland's mortgage-backed securities are the result of changes in market interest rates or widening of market spreads subsequent to the initial purchase of the securities and not related to concerns regarding the underlying credit of the issuers or the underlying collateral. It is expected that the securities will not be settled at a price less than the amortized cost of the investment. Because the decline in fair value is attributable to changes in interest rates or widening market spreads and not credit quality, and because Heartland has the intent and ability to hold these investments until a market price recovery or to maturity and does not believe it will be required to sell the securities before maturity, these investments are not considered other-than-temporarily impaired.

Unrealized losses on Heartland's obligations of states and political subdivisions are the result of changes in market interest rates or widening of market spreads subsequent to the initial purchase of the securities. Management monitors the credit quality and financial stability of the underlying municipalities. Because the decline in fair value is attributable to changes in interest rates or widening market spreads due to insurance company downgrades and not underlying credit quality, and because Heartland has the intent and ability to hold these investments until a market price recovery or to maturity and does not believe it will be required to sell the securities before maturity, these investments are not considered other-than-temporarily impaired.

There were no gross realized gains or losses on the sale of available for sale securities with OTTI write-downs for the periods ended June 30, 2015, or December 31, 2014.
 
 
 
 
The following table shows the detail of OTTI write-downs on debt securities included in earnings and the related changes in other accumulated comprehensive income ("AOCI") for the same securities, in thousands:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2015
 
2014
 
2015
 
2014
Recorded as part of gross realized losses:
 
 
 
 
 
 
 
Credit related OTTI
$

 
$

 
$

 
$

Intent to sell OTTI

 

 

 

Total recorded as part of gross realized losses

 

 

 

Recorded directly to AOCI for non-credit related impairment:
 
 
 
 
 
 
 
  Residential mortgage backed securities

 

 

 

  Accretion of non-credit related impairment
(24
)
 
(24
)
 
(48
)
 
(48
)
Total changes to AOCI for non-credit related impairment
(24
)
 
(24
)
 
(48
)
 
(48
)
Total OTTI losses (accretion) recorded on debt securities, net
$
(24
)
 
$
(24
)
 
$
(48
)
 
$
(48
)

Heartland has not experienced any OTTI writedowns since the initial impairment charge in 2012.

Included in other securities at June 30, 2015, and December 31, 2014, were shares of stock in each Federal Home Loan Bank (the "FHLB") of Des Moines, Chicago, Dallas, San Francisco and Topeka at an amortized cost of $14.6 million and $14.3 million, respectively.

 
 
 
 
 
 
 
 





NOTE 4: LOANS AND LEASES

Loans and leases as of June 30, 2015, and December 31, 2014, were as follows, in thousands:
 
June 30, 2015
 
December 31, 2014
Loans and leases receivable held to maturity:
 
 
 
Commercial
$
1,189,626

 
$
1,036,080

Commercial real estate
2,010,091

 
1,707,060

Agricultural and agricultural real estate
444,110

 
423,827

Residential real estate
443,026

 
380,341

Consumer
364,441

 
330,555

Gross loans and leases receivable held to maturity
4,451,294

 
3,877,863

Unearned discount
(234
)
 
(90
)
Deferred loan fees
(1,237
)
 
(1,028
)
Total net loans and leases receivable held to maturity
4,449,823

 
3,876,745

Loans covered under loss share agreements:
 
 
 
Commercial and commercial real estate

 
54

Agricultural and agricultural real estate

 

Residential real estate

 
1,204

Consumer

 

Total loans covered under loss share agreements

 
1,258

Allowance for loan and lease losses
(45,614
)
 
(41,449
)
Loans and leases receivable, net
$
4,404,209

 
$
3,836,554


Heartland has certain lending policies and procedures in place that are designed to provide for an acceptable level of credit risk. The board of directors reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management and the board with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans. Diversification in the loan portfolio is also a means of managing risk associated with fluctuations in economic conditions.

The commercial and commercial real estate loan portfolio includes a wide range of business loans, including lines of credit for working capital and operational purposes and term loans for the acquisition of equipment and real estate. 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. Commercial loans and leases are primarily made based on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The collateral that Heartland requires for most of these loans and leases is based upon the discounted market value of the collateral. The primary repayment risks of commercial loans and leases are that the cash flow of the borrowers may be unpredictable, and the collateral securing these loans may fluctuate in value. Heartland seeks to minimize these risks in a variety of ways. The underwriting analysis includes credit verification, analysis of global cash flows, appraisals and a review of the financial condition of the borrower. Personal guarantees are frequently required as a tertiary form of repayment. In addition, when underwriting loans for commercial real estate, careful consideration is given to the property's operating history, future operating projections, current and projected occupancy, location and physical condition. Heartland also utilizes government guaranteed lending through the U.S. Small Business Administration and the U.S. Department of Agriculture's Rural Development Business and Industry Program to assist customers with longer-term funding and to reduce risk.

Agricultural loans, many of which are secured by crops, machinery and real estate, are provided to finance capital improvements and farm operations as well as acquisitions of livestock and machinery. Agricultural loans present unique credit risks relating to 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. In underwriting agricultural loans, lending personnel work closely with their customers to review 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 annually. Lending personnel also work closely with governmental agencies, including the Farm Service Agency, to help agricultural customers obtain credit enhancement products such as loan guarantees or interest assistance.






Heartland originates first-lien, adjustable-rate and fixed-rate, one-to-four-family residential real estate loans for the construction, purchase or refinancing of a single family residential property. These loans are principally collateralized by owner-occupied properties and are amortized over 10 to 30 years. Heartland typically sells longer-term, low-rate, residential mortgage loans in the secondary market with servicing rights retained. This practice allows Heartland to better manage interest rate risk and liquidity risk. The Heartland bank subsidiaries participate in lending programs sponsored by U.S. government agencies such as Veterans Administration and Federal Home Administration when justified by market conditions.

Consumer lending includes motor vehicle, home improvement, home equity and small personal credit lines. Consumer loans typically have shorter terms, lower balances, higher yields and higher risks of default than one-to-four-family residential 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. Risk is reduced through underwriting criteria, which include credit verification, appraisals, a review of the borrower's financial condition, and personal cash flows. A security interest, with title insurance when necessary, is taken in the underlying real estate. Heartland's consumer finance subsidiaries, Citizens Finance Co. and Citizens Finance of Illinois Co., typically lend to borrowers with past credit problems or limited credit histories, which comprise approximately 21% of Heartland's total consumer loan portfolio.

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Heartland’s policy is to discontinue the accrual of interest income on any loan or lease when, in the opinion of management, there is a reasonable doubt as to the timely collection of the interest and principal, normally when a loan or lease is 90 days past due. When interest accruals are deemed uncollectible, interest credited to income in the current year is reversed and interest accrued in prior years is charged to the allowance for loan and lease losses. Nonaccrual loans and leases are returned to an accrual status when, in the opinion of management, the financial position of the borrower indicates that there is no longer any reasonable doubt as to the timely payment of interest and principal.

Under Heartland’s credit practices, a loan is impaired when, based on current information and events, it is probable that Heartland will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loan impairment is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except where more practical, at the observable market price of the loan or the fair value of the collateral if the loan is collateral dependent.





The following table shows the balance in the allowance for loan and lease losses at June 30, 2015, and December 31, 2014, and the related loan balances, disaggregated on the basis of impairment methodology, in thousands. Loans evaluated under ASC 310-10-35 include loans on nonaccrual status and troubled debt restructurings, which are individually evaluated for impairment, and other impaired loans deemed to have similar risk characteristics. All other loans are collectively evaluated for impairment under ASC 450-20. Heartland has made no significant changes to the accounting for the allowance for loan and lease losses policy during 2015.
 
Allowance For Loan and Lease Losses
 
Gross Loans and Leases Receivable Held to Maturity
 
Ending Balance
Under ASC
310-10-35
 
Ending Balance
Under ASC
450-20
 
Total
 
Ending Balance Evaluated for Impairment
Under ASC
310-10-35
 
Ending Balance Evaluated for Impairment
Under ASC
450-20
 
 Total
June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
238

 
$
12,826

 
$
13,064

 
$
10,562

 
$
1,179,064

 
$
1,189,626

Commercial real estate
1,023

 
16,585

 
17,608

 
39,505

 
1,970,586

 
2,010,091

Agricultural and agricultural real estate
19

 
3,657

 
3,676

 
4,658

 
439,452

 
444,110

Residential real estate
411

 
3,688

 
4,099

 
11,928

 
431,098

 
443,026

Consumer
1,118

 
6,049

 
7,167

 
5,006

 
359,435

 
364,441

Total
$
2,809

 
$
42,805

 
$
45,614

 
$
71,659

 
$
4,379,635

 
$
4,451,294

December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
754

 
$
11,155

 
$
11,909

 
$
4,526

 
$
1,031,554

 
$
1,036,080

Commercial real estate
636

 
15,262

 
15,898

 
35,771

 
1,671,289

 
1,707,060

Agricultural and agricultural real estate
52

 
3,243

 
3,295

 
5,049

 
418,778

 
423,827

Residential real estate
442

 
3,299

 
3,741

 
10,235

 
370,106

 
380,341

Consumer
813

 
5,793

 
6,606

 
6,143

 
324,412

 
330,555

Total
$
2,697

 
$
38,752

 
$
41,449

 
$
61,724

 
$
3,816,139

 
$
3,877,863


The following table presents nonaccrual loans, accruing loans past due 90 days or more and troubled debt restructured loans not covered under loss share agreements at June 30, 2015, and December 31, 2014, in thousands. There were no nonaccrual leases, accruing leases past due 90 days or more or restructured leases at June 30, 2015, and December 31, 2014.
 
June 30, 2015
 
December 31, 2014
Nonaccrual loans
$
25,894

 
$
24,205

Nonaccrual troubled debt restructured loans
816

 
865

Total nonaccrual loans
$
26,710

 
$
25,070

Accruing loans past due 90 days or more
$

 
$

Performing troubled debt restructured loans
$
10,903

 
$
12,133







The following table provides information on troubled debt restructured loans that were modified during the three and six months ended June 30, 2015, and June 30, 2014, dollars in thousands:

 
Three Months Ended
June 30,
 
2015
 
2014
 
Number
of Loans
 
Pre-
Modification
Recorded
Investment
 
Post-
Modification
Recorded
Investment
 
Number
of Loans
 
Pre-
Modification
Recorded
Investment
 
Post-
Modification
Recorded
Investment
Commercial
1

 
$
830

 
$
830

 

 
$

 
$

Commercial real estate

 

 

 
1

 
298

 
298

Total commercial and commercial real estate
1

 
830

 
830

 
1


298

 
298

Agricultural and agricultural real estate
1

 
311

 
311

 
2

 
3,357

 
3,357

Residential real estate

 

 

 
1

 
38

 
38

Consumer

 

 

 

 

 

Total
1

 
$
1,141

 
$
1,141

 
4


$
3,693

 
$
3,693


 
Six Months Ended
June 30,
 
2015
 
2014
 
Number
of Loans
 
Pre-
Modification
Recorded
Investment
 
Post-
Modification
Recorded
Investment
 
Number
of Loans
 
Pre-
Modification
Recorded
Investment
 
Post-
Modification
Recorded
Investment
Commercial
1

 
$
830

 
$
830

 

 
$

 
$

Commercial real estate
1

 
3,992

 
3,992

 
1

 
298

 
298

Total commercial and commercial real estate
2

 
4,822

 
4,822

 
1

 
298

 
298

Agricultural and agricultural real estate
1

 
311

 
311

 
2

 
3,357

 
3,357

Residential real estate

 

 

 
1

 
38

 
38

Consumer

 

 

 

 

 

Total
3

 
$
5,133

 
$
5,133

 
4

 
$
3,693

 
$
3,693


The pre-modification and post-modification recorded investment represents amounts as of the date of loan modification. Since the modifications on these loans have been only interest rate concessions and term extensions, not principal reductions, the pre-modification and post-modification recorded investment amounts are the same. At June 30, 2015, there were no commitments to extend credit to any of the borrowers with an existing troubled debt restructuring.

There were no troubled debt restructured loans for which there was a payment default during the three and six months ended June 30, 2015, and June 30, 2014, that had been modified during the twelve-month period prior to the default.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Heartland's internal rating system is a series of grades reflecting management's risk assessment, based on its analysis of the borrower's financial condition. The "pass" category consists of all loans that are not in the "nonpass" category, categorized into a range of loan grades that reflect increasing, though still acceptable, risk. Movement of risk through the various grade levels in the pass category is monitored for early identification of credit deterioration. The "nonpass" category consists of special mention, substandard, doubtful and loss loans. The "special mention" rating is attached to loans where the borrower exhibits negative financial trends due to borrower specific or systemic conditions that, if left uncorrected, threaten its capacity to meet its debt obligations. The borrower is believed to have sufficient financial flexibility to react to and resolve its negative financial situation. These credits are closely monitored for improvement or deterioration. The "substandard" rating is assigned to loans that are inadequately protected by the current sound net worth and paying capacity of the borrower and may be further at risk due to deterioration in the value of collateral pledged. Well-defined weaknesses jeopardize liquidation of the debt. These loans are still considered collectible, however, a distinct possibility exists that Heartland will sustain some loss if deficiencies are not corrected. Substandard loans may exhibit some or all of the following weaknesses: deteriorating trends, lack of earnings, inadequate debt service capacity, excessive debt and/or lack of liquidity. The "doubtful" rating is assigned to loans where





identified weaknesses make collection or liquidation in full, on the basis of existing facts, conditions and values, highly questionable and improbable. These borrowers are usually in default, lack liquidity and capital, as well as, resources necessary to remain an operating entity. Specific pending events, such as capital injections, liquidations or perfection of liens on additional collateral, may strengthen the credit, thus deferring classification of the loan as loss until exact status can be determined. The "loss" rating is assigned to loans considered uncollectible. As of June 30, 2015, Heartland had no loans classified as doubtful and no loans classified as loss. Loans are placed on "nonaccrual" when management does not expect to collect payments of principal and interest in full or when principal or interest has been in default for a period of 90 days or more, unless the loan is both well secured and in the process of collection.

The following table presents loans and leases not covered by loss share agreements by credit quality indicator at June 30, 2015, and December 31, 2014, in thousands:
 
Pass
 
Nonpass
 
Total
June 30, 2015
 
 
 
 
 
Commercial
$
1,071,508

 
$
118,118

 
$
1,189,626

Commercial real estate
1,834,875

 
175,216

 
2,010,091

  Total commercial and commercial real estate
2,906,383

 
293,334

 
3,199,717

Agricultural and agricultural real estate
422,208

 
21,902

 
444,110

Residential real estate
424,365

 
18,661

 
443,026

Consumer
355,869

 
8,572

 
364,441

  Total gross loans and leases receivable held to maturity
$
4,108,825

 
$
342,469

 
$
4,451,294

December 31, 2014
 
 
 
 
 
Commercial
$
939,717

 
$
96,363

 
$
1,036,080

Commercial real estate
1,567,711

 
139,349

 
1,707,060

  Total commercial and commercial real estate
2,507,428

 
235,712

 
2,743,140

Agricultural and agricultural real estate
402,883

 
20,944

 
423,827

Residential real estate
361,325

 
19,016

 
380,341

Consumer
321,114

 
9,441

 
330,555

  Total gross loans and leases receivable held to maturity
$
3,592,750

 
$
285,113

 
$
3,877,863


The nonpass category in the table above is comprised of approximately 66% special mention and 34% substandard as of June 30, 2015. The percent of nonpass loans on nonaccrual status as of June 30, 2015, was 8%. As of December 31, 2014, the nonpass category in the table above was comprised of approximately 66% special mention and 34% substandard. The percent of nonpass loans on nonaccrual status as of December 31, 2014, was 9%. Loans delinquent 30 to 89 days as a percent of total loans were 0.31% at June 30, 2015, compared to 0.21% at December 31, 2014. Changes in credit risk are monitored on a continuous basis and changes in risk ratings are made when identified. All impaired loans are reviewed at least annually.






The following table sets forth information regarding Heartland's accruing and nonaccrual loans and leases not covered by loss share agreements at June 30, 2015, and December 31, 2014, in thousands:
 
Accruing Loans and Leases
 
 
 
 
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
90 Days or
More Past Due
 
Total
Past Due
 
Current
 
Nonaccrual
 
Total Loans
and Leases
June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
3,583

 
$
8

 
$

 
$
3,591

 
$
1,183,033

 
$
3,002

 
$
1,189,626

Commercial real estate
3,384

 
111

 

 
3,495

 
1,995,011

 
11,585

 
2,010,091

Total commercial and commercial real estate
6,967

 
119

 

 
7,086

 
3,178,044

 
14,587

 
3,199,717

Agricultural and agricultural real estate
671

 
386

 

 
1,057

 
441,896

 
1,157

 
444,110

Residential real estate
1,694

 
152

 

 
1,846

 
432,648

 
8,532

 
443,026

Consumer
3,131

 
718

 

 
3,849

 
358,158

 
2,434

 
364,441

Total gross loans and leases receivable held to maturity
$
12,463

 
$
1,375

 
$

 
$
13,838

 
$
4,410,746

 
$
26,710

 
$
4,451,294

December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
980

 
$
48

 
$

 
$
1,028

 
$
1,032,707

 
$
2,345

 
$
1,036,080

Commercial real estate
1,788

 
111

 

 
1,899

 
1,693,554

 
11,607

 
1,707,060

Total commercial and commercial real estate
2,768

 
159

 

 
2,927

 
2,726,261

 
13,952

 
2,743,140

Agricultural and agricultural real estate
119

 
50

 

 
169

 
422,219

 
1,439

 
423,827

Residential real estate
1,037

 
445

 

 
1,482

 
371,982

 
6,877

 
380,341

Consumer
2,382

 
1,366

 

 
3,748

 
324,005

 
2,802

 
330,555

Total gross loans and leases receivable held to maturity
$
6,306

 
$
2,020

 
$

 
$
8,326

 
$
3,844,467

 
$
25,070

 
$
3,877,863







The majority of Heartland's impaired loans are those that are nonaccrual or have had their terms restructured in a troubled debt restructuring. The following tables present, for impaired loans not covered by loss share agreements and by category of loan, the unpaid contractual balance at June 30, 2015, and December 31, 2014; the outstanding loan balance recorded on the consolidated balance sheets at June 30, 2015, and December 31, 2014; any related allowance recorded for those loans as of June 30, 2015, and December 31, 2014; the average outstanding loan balance recorded on the consolidated balance sheets during the six months ended June 30, 2015, and year ended December 31, 2014; and the interest income recognized on the impaired loans during the six months ended June 30, 2015, and year ended December 31, 2014, in thousands:
 
Unpaid
Contractual
Balance
 
Loan
Balance
 
Related
Allowance
Recorded
 
Quarter-to-
Date
Avg.
Loan
Balance
 
Quarter-to-
Date
Interest
Income
Recognized
 
Year-to-
Date
Avg.
Loan
Balance
 
Year-to-
Date
Interest
Income
Recognized
June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Impaired loans with a related allowance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
273

 
$
238

 
$
238

 
$
265

 
$
3

 
$
379

 
$
6

Commercial real estate
2,448

 
2,448

 
1,023

 
1,630

 
4

 
2,428

 
10

Total commercial and commercial real estate
2,721

 
2,686

 
1,261

 
1,895

 
7

 
2,807

 
16

Agricultural and agricultural real estate
1,513

 
1,513

 
19

 
2,711

 

 
2,983

 
39

Residential real estate
2,793

 
2,624

 
411

 
2,431

 
5

 
2,531

 
9

Consumer
2,972

 
2,972

 
1,118

 
2,889

 
7

 
2,735

 
11

Total impaired loans with a related allowance
$
9,999

 
$
9,795

 
$
2,809

 
$
9,926

 
$
19

 
$
11,056

 
$
75

Impaired loans without a related allowance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
10,324

 
$
10,324

 
$

 
$
8,163

 
$
141

 
$
5,813

 
$
174

Commercial real estate
40,650

 
37,057

 

 
34,798

 
366

 
33,449

 
657

Total commercial and commercial real estate
50,974

 
47,381

 

 
42,961

 
507

 
39,262

 
831

Agricultural and agricultural real estate
3,145

 
3,145

 

 
2,205

 
46

 
2,082

 
49

Residential real estate
9,380

 
9,304

 

 
8,942

 
12

 
8,356

 
71

Consumer
2,034

 
2,034

 

 
2,238

 
12

 
2,656

 
23

Total impaired loans without a related allowance
$
65,533

 
$
61,864

 
$

 
$
56,346

 
$
577

 
$
52,356

 
$
974

Total impaired loans held to maturity:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
10,597

 
$
10,562

 
$
238

 
$
8,428

 
$
144

 
$
6,192

 
$
180

Commercial real estate
43,098

 
39,505

 
1,023

 
36,428

 
370

 
35,877

 
667

Total commercial and commercial real estate
53,695

 
50,067

 
1,261

 
44,856

 
514

 
42,069

 
847

Agricultural and agricultural real estate
4,658

 
4,658

 
19

 
4,916

 
46

 
5,065

 
88

Residential real estate
12,173

 
11,928

 
411

 
11,373

 
17

 
10,887

 
80

Consumer
5,006

 
5,006

 
1,118

 
5,127

 
19

 
5,391

 
34

Total impaired loans held to maturity
$
75,532

 
$
71,659

 
$
2,809

 
$
66,272

 
$
596

 
$
63,412

 
$
1,049







 
Unpaid
Contractual
Balance
 
Loan
Balance
 
Related
Allowance
Recorded
 
Year-to-
Date
Avg.
Loan
Balance
 
Year-to-
Date
Interest
Income
Recognized
December 31, 2014
 
 
 
 
 
 
 
 
 
Impaired loans with a related allowance:
 
 
 
 
 
 
 
 
 
Commercial
$
780

 
$
780

 
$
754

 
$
5,594

 
$
19

Commercial real estate
7,356

 
7,322

 
636

 
5,931

 
303

Total commercial and commercial real estate
8,136

 
8,102

 
1,390

 
11,525

 
322

Agricultural and agricultural real estate
3,317

 
3,317

 
52

 
3,966

 
104

Residential real estate
2,412

 
2,244

 
442

 
3,398

 
12

Consumer
2,799

 
2,799

 
813

 
4,053

 
19

Total impaired loans with a related allowance
$
16,664

 
$
16,462

 
$
2,697

 
$
22,942

 
$
457

Impaired loans without a related allowance:
 
 
 
 
 
 
 
 
 
Commercial
$
4,913

 
$
3,746

 
$

 
$
3,499

 
$
101

Commercial real estate
32,708

 
28,449

 

 
24,522

 
1,172

Total commercial and commercial real estate
37,621

 
32,195

 

 
28,021

 
1,273

Agricultural and agricultural real estate
3,961

 
1,732

 

 
3,308

 
13

Residential real estate
8,200

 
7,991

 

 
6,267

 
110

Consumer
3,350

 
3,344

 

 
1,870

 
127

Total impaired loans without a related allowance
$
53,132

 
$
45,262

 
$

 
$
39,466

 
$
1,523

Total impaired loans held to maturity:
 
 
 
 
 
 
 
 
 
Commercial
$
5,693

 
$
4,526

 
$
754

 
$
9,093

 
$
120

Commercial real estate
40,064

 
35,771

 
636

 
30,453

 
1,475

Total commercial and commercial real estate
45,757

 
40,297

 
1,390

 
39,546

 
1,595

Agricultural and agricultural real estate
7,278

 
5,049

 
52

 
7,274

 
117

Residential real estate
10,612

 
10,235

 
442

 
9,665

 
122

Consumer
6,149

 
6,143

 
813

 
5,923

 
146

Total impaired loans held to maturity
$
69,796

 
$
61,724

 
$
2,697

 
$
62,408

 
$
1,980


On January 16, 2015, Heartland acquired Community Banc-Corp of Sheboygan, Inc., parent company of Community Bank & Trust in Sheboygan, Wisconsin. As of January 16, 2015, Community Bank & Trust had loans of $413.4 million, and the estimated fair value of the loans acquired was $395.0 million.

The Community Banc-Corp of Sheboygan, Inc. acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, “Business Combinations.” Purchased loans acquired in a business combination, which include loans purchased in the Community Bank & Trust acquisition, are recorded at estimated fair value on their purchase date, but the purchaser cannot carry over the related allowance for loan and lease losses. Purchased loans are accounted for under ASC 310-30, “Loans and Debt Securities with Deteriorated Credit Quality,” when the loans have evidence of credit deterioration since origination and it is probable at the date of the acquisition that Heartland will not collect all contractually required principal and interest payments. Evidence of credit quality deterioration at the purchase date included statistics such as past due and nonaccrual status. Generally, acquired loans that meet Heartland’s definition for nonaccrual status fall within the scope of ASC 310-30. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference which is included in the carrying value of the loans. Subsequent decreases to the expected cash flows will generally result in a provision for loan and lease losses. Subsequent increases in cash flows result in a reversal of the provision for loan and lease losses to the extent of prior charges, or a reclassification of the difference from nonaccretable to accretable with a positive impact on future interest income. 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 remaining life of the loan when there is a reasonable expectation about the amount and timing of such cash flows.






The carrying amount of the loans acquired with the acquisition of Community Bank & Trust at June 30, 2015, consisted of purchased impaired and nonimpaired loans as summarized in the following table, in thousands:
 
June 30, 2015
 
Impaired
Purchased
Loans
 
Non Impaired
Purchased
Loans
 
Total
Purchased
Loans
Commercial
$

 
$
82,415

 
$
82,415

Commercial real estate
7,755

 
211,377

 
219,132

Agricultural and agricultural real estate

 
2,937

 
2,937

Residential real estate

 
23,419

 
23,419

Consumer loans

 
18,116

 
18,116

Total Loans
$
7,755

 
$
338,264

 
$
346,019


On the acquisition date, the preliminary estimate of the contractually required payments receivable for all loans with evidence of credit deterioration since origination acquired in the acquisition was $12.9 million and the estimated fair value of the loans was $8.2 million. At June 30, 2015, a majority of these loans were valued based upon the liquidation value of the underlying collateral, because the expected cash flows are primarily based on the liquidation of underlying collateral and the timing and amount of the cash flows could not be reasonably estimated. At June 30, 2015, there was an allowance for loan and lease losses of $550,000 related to these ASC 310-30 loans.

On the acquisition date, the preliminary estimate of the contractually required payments receivable for all nonimpaired loans acquired in the acquisition was $400.0 million and the estimated fair value of the loans was $386.8 million.

On July 2, 2009, Heartland acquired all deposits of The Elizabeth State Bank in Elizabeth, Illinois through its subsidiary Galena State Bank & Trust Co. based in Galena, Illinois, in a whole bank loss sharing transaction facilitated by the FDIC. As of July 2, 2009, The Elizabeth State Bank had loans of $42.7 million. The estimated fair value of the loans acquired was $37.8 million. The FDIC approved the transfer of the loss share agreements to Illinois Bank & Trust as part of the merger of Galena State Bank & Trust Co. into Illinois Bank & Trust.

At the date of acquisition, the acquired loans and other real estate owned were covered by a loss share agreement for non-residential loans and a loss share agreement for residential real estate. Effective October 1, 2014, loans subject to the non-residential loss sharing agreement with the FDIC were no longer covered by loss sharing agreements. The remaining residential real estate loans covered under the loss share agreement are not material at June 30, 2015.
 
 
 
 
 
 
 
 
 
 
 
 





NOTE 5: ALLOWANCE FOR LOAN AND LEASE LOSSES

Changes in the allowance for loan and lease losses for the six months ended June 30, 2015, and June 30, 2014, were as follows, in thousands:
 
Commercial
 
Commercial
Real Estate
 
Agricultural
 
Residential
Real Estate
 
Consumer
 
Unallocated
 
Total
Balance at March 31,2015
$
11,688

 
$
16,635

 
$
3,216

 
$
3,745

 
$
6,570

 
$

 
$
41,854

Charge-offs
(682
)
 
(371
)
 
(275
)
 
(55
)
 
(1,351
)
 

 
(2,734
)
Recoveries
111

 
370

 
2

 
70

 
267

 

 
820

Provision
1,947

 
974

 
733

 
339

 
1,681

 

 
5,674

Balance at June 30, 2015
$
13,064

 
$
17,608

 
$
3,676

 
$
4,099

 
$
7,167

 
$

 
$
45,614

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
Commercial
Real Estate
 
Agricultural
 
Residential
Real Estate
 
Consumer
 
Unallocated
 
Total
Balance at December 31, 2014
$
11,909

 
$
15,898

 
$
3,295

 
$
3,741

 
$
6,606

 
$

 
$
41,449

Charge-offs
(956
)
 
(704
)
 
(551
)
 
(113
)
 
(2,414
)
 

 
(4,738
)
Recoveries
431

 
496

 
24

 
107

 
500

 

 
1,558

Provision
1,680

 
1,918

 
908

 
364

 
2,475

 

 
7,345

Balance at June 30, 2015
$
13,064

 
$
17,608

 
$
3,676

 
$
4,099

 
$
7,167

 
$

 
$
45,614

 
Commercial
 
Commercial
Real Estate
 
Agricultural
 
Residential
Real Estate
 
Consumer
 
Unallocated
 
Total
Balance at March 31, 2014
$
11,633

 
$
13,010

 
$
2,571

 
$
3,671

 
$
7,376

 
$
312

 
$
38,573

Charge-offs
(148
)
 
(161
)
 
(125
)
 
(55
)
 
(911
)
 

 
(1,400
)
Recoveries
208

 
514

 
2

 
30

 
214

 

 
968

Provision
234

 
1,317

 
340

 
169

 
837

 
(146
)
 
2,751

Balance at June 30, 2014
$
11,927

 
$
14,680

 
$
2,788

 
$
3,815

 
$
7,516

 
$
166

 
$
40,892

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
Commercial
Real Estate
 
Agricultural
 
Residential
Real Estate
 
Consumer
 
Unallocated
 
Total
Balance at December 31, 2013
$
13,099

 
$
14,152

 
$
2,992

 
$
3,720

 
$
7,722

 
$

 
$
41,685

Charge-offs
(7,065
)
 
(1,084
)
 
(1,636
)
 
(204
)
 
(2,069
)
 

 
(12,058
)
Recoveries
407

 
1,294

 
4

 
56

 
422

 

 
2,183

Provision
5,486

 
318

 
1,428

 
243

 
1,441

 
166

 
9,082

Balance at June 30, 2014
$
11,927

 
$
14,680

 
$
2,788

 
$
3,815

 
$
7,516

 
$
166

 
$
40,892


Management allocates the allowance for loan and lease losses by pools of risk within each loan portfolio. The allocation of the allowance for loan and lease losses by loan portfolio is made for analytical purposes and is not necessarily indicative of the trend of future loan and lease losses in any particular category. The total allowance for loan and lease losses is available to absorb losses from any segment of the loan portfolio.






NOTE 6: GOODWILL, CORE DEPOSIT PREMIUM AND OTHER INTANGIBLE ASSETS

Heartland had goodwill of $54.2 million at June 30, 2015, and $35.6 million December 31, 2014. Heartland conducts its annual internal assessment of the goodwill both collectively and at its subsidiaries as of September 30.

Heartland recorded $18.6 million of goodwill in connection with the acquisition of Community Banc-Corp of Sheboygan, Inc., the parent company of Community Bank & Trust, based in Sheboygan, Wisconsin on January 16, 2015. The goodwill associated with this transaction is not deductible for tax purposes. As part of this acquisition, Heartland recognized core deposit intangibles of $6.0 million that are expected to be amortized over a period of 10 years. The core deposit intangibles associated with this transaction are not deductible for tax purposes. In addition, Heartland recognized commercial servicing rights of $4.3 million.

Other intangible assets consist of core deposit intangibles, mortgage servicing rights, customer relationship intangible, and commercial servicing rights. The gross carrying amount of other intangible assets and the associated accumulated amortization at June 30, 2015, and December 31, 2014, are presented in the table below, in thousands:
 
June 30, 2015
 
December 31, 2014
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Amortizing intangible assets:
 
 
 
 
 
 
 
 
 
 
 
Core deposit intangibles
$
27,109

 
$
13,849

 
$
13,260

 
$
21,069

 
$
12,525

 
$
8,544

Mortgage servicing rights
41,458

 
13,819

 
27,639

 
37,825

 
12,841

 
24,984

Customer relationship intangible
1,177

 
794

 
383

 
1,177

 
773

 
404

Commercial servicing rights
4,396

 
452

 
3,944

 

 

 

Total
$
74,140

 
$
28,914

 
$
45,226

 
$
60,071

 
$
26,139

 
$
33,932


The following table shows the estimated future amortization expense for amortizable intangible assets, in thousands:
 
Core
Deposit
Intangibles
 
Mortgage
Servicing
Rights
 
Customer
Relationship
Intangible
 
Commercial
Servicing
Rights
 
 
 
Total
Six months ending December 31, 2015
$
1,374

 
$
4,368

 
$
21

 
$
421

 
$
6,184

Year ending December 31,
 
 
 
 
 
 
 
 
 
2016
2,467

 
5,818

 
41

 
821

 
9,147

2017
2,180

 
4,987

 
40

 
769

 
7,976

2018
1,925

 
4,156

 
39

 
676

 
6,796

2019
1,667

 
3,324

 
38

 
504

 
5,533

2020
1,423

 
2,493

 
37

 
314

 
4,267

Thereafter
2,224

 
2,493

 
167

 
439

 
5,323


Projections of amortization expense for mortgage servicing rights are based on existing asset balances and the existing interest rate environment as of June 30, 2015. Heartland's actual experience may be significantly different depending upon changes in mortgage interest rates and market conditions. Mortgage loans serviced for others were $3.79 billion and $3.50 billion as of June 30, 2015, and December 31, 2014, respectively. The fair value of Heartland's mortgage servicing rights was estimated at $37.0 million at June 30, 2015, and $34.2 million at December 31, 2014.

Heartland's mortgage servicing rights portfolio is comprised of loans serviced for the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, and the Government National Mortgage Association. The servicing rights portfolio is separated into 15- and 30-year tranches. At both June 30, 2015, and December 31, 2014, no valuation allowance was required for any of the tranches.

The fair value of mortgage servicing rights is calculated based upon a discounted cash flow analysis. Cash flow assumptions, including prepayment speeds, servicing costs and escrow earnings are considered in the calculation. The average constant prepayment rate was 11.43% and 11.40% for the June 30, 2015, and December 31, 2014, valuations, respectively. The discount rate was 9.22% and 9.20% for the June 30, 2015, and December 31, 2014, valuations, respectively. The average capitalization





rate for the first six months of 2015 ranged from 65 to 138 basis points compared to 75 and 139 basis points for 2014. Fees collected for the servicing of mortgage loans for others were $5.0 million and $4.2 million for the six months ended June 30, 2015, and June 30, 2014, respectively.

The following table summarizes, in thousands, the changes in capitalized mortgage servicing rights for the six-month periods ended June 30, 2015, and June 30, 2014:
 
2015
 
2014
Balance at January 1
$
24,984

 
$
21,788

Originations
7,015

 
3,344

Amortization
(4,360
)
 
(2,355
)
Balance at June 30
$
27,639

 
$
22,777

Fair value of mortgage servicing rights
$
36,971

 
$
31,471

Mortgage servicing rights, net to servicing portfolio
0.73
%
 
0.71
%

Heartland's commercial servicing rights portfolio was initially acquired with the Community Banc-Corp of Sheboygan, Inc. transaction that closed on January 16, 2015. The commercial servicing portfolio is comprised of loans serviced for the Small Business Administration and United States Department of Agriculture, which totaled $159.6 million. Fees collected for the servicing of commercial loans for others were $360,000. The fair value of Heartland's commercial servicing rights was estimated at $4.6 million as of June 30, 2015.

The following table summarizes, in thousands, the changes in capitalized commercial servicing rights for the six-month periods ended June 30, 2015, and June 30, 2014:
 
2015
 
2014
Balance at January 1
$

 
$

Acquired
4,255

 

Originations
141

 

Amortization
(452
)
 

Balance at June 30
$
3,944

 
$


Mortgage and commercial servicing rights are initially recorded at fair value in net gains on sale of loans held for sale when they are acquired through loan sales. Fair value is based on market prices for comparable servicing contracts, when available, or based on a valuation model that calculates the present value of estimated future net servicing income.

Mortgage and commercial servicing rights are subsequently measured using the amortization method, which requires the asset to be amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans. Servicing rights are evaluated for impairment based upon the fair value of the assets as compared to the carrying amount. Impairment is recognized through a valuation allowance for specific tranches to the extent that fair value is less than carrying amount. At June 30, 2015, no valuation allowance was required for any of Heartland's servicing rights.

NOTE 7: DERIVATIVE FINANCIAL INSTRUMENTS

Heartland uses derivative financial instruments as part of its interest rate risk management strategy. As part of the strategy, Heartland considers the use of interest rate swaps, caps, floors, collars, and certain interest rate lock commitments and forward sales of securities related to mortgage banking activities. Heartland's current strategy includes the use of interest rate swaps, interest rate lock commitments, forward sales of mortgage securities, as well as facilitating back-to-back loan swaps to assist customers in managing interest rate risk. Heartland's objectives are to add stability to its net interest margin and to manage its exposure to movements in interest rates. The contract or notional amount of a derivative is used to determine, along with the other terms of the derivative, the amounts to be exchanged between the counterparties. Heartland is exposed to credit risk in the event of nonperformance by counterparties to financial instruments. Heartland minimizes this risk by entering into derivative contracts with counterparties that met Heartland’s credit standards, and the contracts contain collateral provisions protecting the at-risk party. Heartland has not experienced any losses from nonperformance by these counterparties. Heartland monitors counterparty risk in accordance with the provisions of ASC 815.






In addition, interest rate-related derivative instruments generally contain language outlining collateral pledging requirements for each counterparty. Collateral must be posted when the market value exceeds certain threshold limits which are determined by credit ratings of each counterparty. Heartland was required to pledge $3.0 million and $5.3 million of cash as collateral at June 30, 2015, and December 31, 2014, respectively. Heartland's counterparties were required to pledge $2.4 million and $0 at June 30, 2015, and December 31, 2014, respectively.

Heartland's derivative and hedging instruments are recorded at fair value on the consolidated balance sheets. See Note 8, “Fair Value,” for additional fair value information and disclosures.

Cash Flow Hedges

Heartland has variable rate funding which creates exposure to variability in interest payments due to changes in interest rates. To manage the interest rate risk related to the variability of interest payments, Heartland has entered into various interest rate swap agreements. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are received or made on Heartland's variable-rate liabilities. For the six months ended June 30, 2015, the change in net unrealized losses on cash flow hedges reflects changes in the fair value of the swaps and reclassification from accumulated other comprehensive income to interest expense totaling $1.1 million. For the next twelve months, Heartland estimates that cash payments and reclassification from accumulated other comprehensive income to interest expense will total $2.2 million.

Heartland executed an interest rate swap transaction on April 5, 2011, with an effective date of April 20, 2011, and an expiration date of April 20, 2016, to effectively convert $15.0 million of its newly issued variable rate amortizing debt to fixed rate debt. For accounting purposes, this swap transaction is designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR, the benchmark interest rate being hedged, associated with the interest payments made on an amount of Heartland's debt principal equal to the then-outstanding swap notional amount. At inception, Heartland asserted that the underlying principal balance would remain outstanding throughout the hedge transaction making it probable that sufficient LIBOR-based interest payments would exist through the maturity date of the swap.

Heartland entered into three forward starting interest rate swap transactions to effectively convert Heartland Financial Statutory Trust IV, V, and VII, which total $65.0 million, as well as Morrill Statutory Trust I and II, which total $20.0 million, from variable rate subordinated debentures to fixed rate debt. For accounting purposes, these five swap transactions are designated as cash flow hedges of the changes in cash flows attributable to changes in LIBOR, the benchmark interest rate being hedged, associated with the interest payments made on $85.0 million of Heartland's subordinated debentures that reset quarterly on a specified reset date. At inception, Heartland asserted that the underlying principal balance would remain outstanding throughout the hedge transaction making it probable that sufficient LIBOR-based interest payments would exist through the maturity date of the swaps.
During the first quarter of 2015, Heartland entered into two additional forward starting interest rate swaps. The first forward starting interest rate swap transaction relates to Heartland's $20.0 million Statutory Trust VI, which will convert from a fixed interest rate subordinated debenture to a variable interest rate subordinated debenture. The effective date of the interest rate swap transaction is June 15, 2017, and Heartland Statutory Trust VI will effectively remain at a fixed interest rate. The forward-starting swap transaction expires on June 15, 2024. The second forward starting interest rate swap is effective on March 1, 2017, and will replace the current interest rate swap related to Heartland Statutory Trust VII upon its expiration on March 1, 2017.





The table below identifies the balance sheet category and fair values of Heartland's derivative instruments designated as cash flow hedges at June 30, 2015, and December 31, 2014, in thousands:
 
Notional
Amount
 
Fair
Value
 
Balance
Sheet
Category
 
Receive
Rate
 
Weighted
Average
Pay Rate
 
Maturity
June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap
$
9,667

 
$
(159
)
 
Other Liabilities
 
2.937
%
 
5.140
%
 
04/20/2016
Interest rate swap
25,000

 
(523
)
 
Other Liabilities
 
0.283
%
 
2.255
%
 
03/17/2021
Interest rate swap
20,000

 
(877
)
 
Other Liabilities
 
0.283
%
 
3.220
%
 
03/01/2017
Interest rate swap
20,000

 
(1,680
)
 
Other Liabilities
 
0.271
%
 
3.355
%
 
01/07/2020
Interest rate swap
10,000

 
(86
)
 
Other Liabilities
 
0.281
%
 
1.674
%
 
03/26/2019
Interest rate swap
10,000

 
(86
)
 
Other Liabilities
 
0.283
%
 
1.658
%
 
03/18/2019
Interest rate swap
20,000

 
491

 
Other Assets
 
1.700
%
 
2.390
%
 
06/15/2024
Interest rate swap
20,000

 
452

 
Other Assets
 
1.676
%
 
2.352
%
 
03/01/2024
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap
$
10,369

 
$
(248
)
 
Other Liabilities
 
2.915
%
 
5.140
%
 
04/20/2016
Interest rate swap
25,000

 
(534
)
 
Other Liabilities
 
0.243
%
 
2.255
%
 
03/17/2021
Interest rate swap
20,000

 
(1,046
)
 
Other Liabilities
 
0.234
%
 
3.220
%
 
03/01/2017
Interest rate swap
20,000

 
(1,748
)
 
Other Liabilities
 
0.232
%
 
3.355
%
 
01/07/2020
Interest rate swap
10,000

 
(35
)
 
Other Liabilities
 
0.255
%
 
1.674
%
 
03/26/2019
Interest rate swap
10,000

 
(35
)
 
Other Liabilities
 
0.243
%
 
1.658
%
 
03/18/2019






The table below identifies the gains and losses recognized on Heartland's derivative instruments designated as cash flow hedges for the six months ended June 30, 2015, and June 30, 2014, in thousands:
 
Effective Portion
 
Ineffective Portion
 
Recognized in OCI
 
Reclassified from AOCI into Income
 
Recognized in Income on Derivatives
 
Amount of
Gain (Loss)
 
Category
 
Amount of
Gain (Loss)
 
Category
 
Amount of
Gain (Loss)
Three Months Ended June 30, 2015
 
 
 
 
 
 
 
 
 
Interest rate swap
$
50

 
Interest Expense
 
$
(56
)
 
Other Income
 
$

Interest rate swap
387

 
Interest Expense
 
(126
)
 
Other Income
 

Interest rate swap
124

 
Interest Expense
 
(150
)
 
Other Income
 

Interest rate swap
252

 
Interest Expense
 
(155
)
 
Other Income
 

Interest rate swap
57

 
Interest Expense
 
(36
)
 
Other Income
 

Interest rate swap
55

 
Interest Expense
 
(36
)
 
Other Income
 

Interest rate swap
584

 
Interest Expense
 

 
Other Income
 

Interest rate swap
559

 
Interest Expense
 

 
Other Income
 

 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2015
 
 
 
 
 
 
 
 
 
Interest rate swap
$
89

 
Interest Expense
 
$
(113
)
 
Other Income
 
$

Interest rate swap
11

 
Interest Expense
 
(252
)
 
Other Income
 

Interest rate swap
169

 
Interest Expense
 
(301
)
 
Other Income
 

Interest rate swap
68

 
Interest Expense
 
(315
)
 
Other Income
 

Interest rate swap
(51
)
 
Interest Expense
 
(71
)
 
Other Income
 

Interest rate swap
(51
)
 
Interest Expense
 
(71
)
 
Other Income
 

Interest rate swap
491

 
Interest Expense
 

 
Other Income
 

Interest rate swap
452

 
Interest Expense
 

 
Other Income
 

 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2014
 
 
 
 
 
 
 
 
 
Interest rate swap
$
44

 
Interest Expense
 
$
(64
)
 
Other Income
 
$

Interest rate swap
(372
)
 
Interest Expense
 
(129
)
 
Other Income
 

Interest rate swap
65

 
Interest Expense
 
(151
)
 
Other Income
 

Interest rate swap
(159
)
 
Interest Expense
 
(156
)
 
Other Income
 

Interest rate swap
(86
)
 
Interest Expense
 
(37
)
 
Other Income
 

Interest rate swap
(85
)
 
Interest Expense
 
(36
)
 
Other Income
 

Interest rate swap

 
Interest Expense
 

 
Other Income
 

 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2014
 
 
 
 
 
 
 
 
 
Interest rate swap
$
95

 
Interest Expense
 
$
(129
)
 
Other Income
 
$

Interest rate swap
(310
)
 
Interest Expense
 
(129
)
 
Other Income
 

Interest rate swap
179

 
Interest Expense
 
(302
)
 
Other Income
 

Interest rate swap
(240
)
 
Interest Expense
 
(315
)
 
Other Income
 

Interest rate swap
(41
)
 
Interest Expense
 
(37
)
 
Other Income
 

Interest rate swap
(40
)
 
Interest Expense
 
(36
)
 
Other Income
 

Interest rate swap
146

 
Interest Expense
 
(146
)
 
Other Income
 







Fair Value Hedge

Heartland uses interest rate swaps to convert certain long term fixed rate loans to floating rates to hedge interest rate risk exposure. Heartland uses hedge accounting in accordance with ASC 815, with the unrealized gains and losses, representing the change in fair value of the derivative and the change in fair value of the risk being hedged on the related loan, being recorded in the consolidated statements of income. The ineffective portions of the unrealized gains or losses, if any, are recorded in interest income and interest expense in the consolidated statements of income. Heartland uses statistical regression to assess hedge effectiveness, both at the inception of the hedge as well as on a continual basis. The regression analysis involves regressing the periodic change in fair value of the hedging instrument against the periodic changes in the fair value of the asset being hedged due to changes in the hedge risk.

During the second quarter of 2015, Heartland entered into an interest rate swap, paying a fixed interest rate of 3.40% to the counterparty and receives a variable interest rate from the same counterparty based on one month LIBOR plus .88% calculated on a notional amount of $13.8 million. The swap is designated as a fair value hedge and did not have a material impact on the consolidated balance sheets as of June 30, 2015, or consolidated statements of income for the three- and six-month periods ended June 30, 2015. Heartland was required to pledge $414,000 of cash as collateral as of June 30, 2015. The swap was recorded in other liabilities with a fair value of $3,000 as of June 30, 2015.

Loan Swaps

Heartland enters into interest rate swap loan relationships with customers to meet their financing needs. Upon entering into these loan swaps, Heartland enters into offsetting positions with counterparties in order to minimize interest rate risk. These back-to-back loan swaps qualify as financial derivatives with the fair values reported in other assets and other liabilities on the consolidated balance sheets. As of June 30, 2015, the fair value of the swap asset was $193,000, and the fair value of the swap liability was $193,000. The notional amount of the back-to-back loan swaps total $16.2 million as of June 30, 2015. As of June 30, 2015, Heartland did not have any cash posted as collateral related to these back-to-back swaps, and there was no material impact to the consolidated financial statements.

Mortgage Derivatives

Heartland also has entered into interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans and mortgage backed securities that are considered derivative instruments. The fair value of these commitments is recorded on the consolidated balance sheets with the changes in fair value recorded in the consolidated statements of income as a component of net gains on sale of loans held for sale. These derivative contracts are designated as free standing derivative contracts and are not designated against specific assets and liabilities on the consolidated balance sheets or forecasted transactions and therefore do not qualify for hedge accounting treatment.

The table below identifies the balance sheet category and fair values of Heartland's derivative instruments not designated as hedging instruments at June 30, 2015, and December 31, 2014, in thousands:
 
Balance Sheet
Category
 
Notional
Amount
 
Fair
Value
June 30, 2015
 
 
 
 
 
Interest rate lock commitments (mortgage)
Other Assets
 
$
197,970

 
$
6,558

Forward commitments
Other Assets
 
301,592

 
2,834

Forward commitments
Other Liabilities
 
160,960

 
(603
)
December 31, 2014
 
 


 


Interest rate lock commitments (mortgage)
Other Assets
 
$
74,863

 
$
2,496

Forward commitments
Other Assets
 
88,484

 
275

Forward commitments
Other Liabilities
 
218,337

 
(1,619
)






The table below identifies the income statement category of the gains and losses recognized in income on Heartland's derivative instruments not designated as hedging instruments for the three- and six-month periods ended June 30, 2015, and June 30, 2014, in thousands:
 
Income Statement Category
 
Gain (Loss) Recognized
Three Months Ended June 30, 2015
 
 
 
Interest rate lock commitments (mortgage)
Gains on sale of loans held for sale
 
$
(1,712
)
Forward commitments
Gains on sale of loans held for sale
 
3,700

 
 
 
 
Six Months Ended June 30, 2015
 
 
 
Interest rate lock commitments (mortgage)
Gains on sale of loans held for sale
 
$
3,832

Forward commitments
Gains on sale of loans held for sale
 
3,575

 
 
 
 
Three Months Ended June 30, 2014
 
 
 
Interest rate lock commitments (mortgage)
Gains on sale of loans held for sale
 
$
3,435

Forward commitments
Gains on sale of loans held for sale
 
(1,837
)
 
 
 
 
Six Months Ended June 30, 2014
 
 
 
Interest rate lock commitments (mortgage)
Gains on sale of loans held for sale
 
$
5,317

Forward commitments
Gains on sale of loans held for sale
 
(2,979
)

NOTE 8: FAIR VALUE

Heartland utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available for sale, trading securities and derivatives are recorded in the consolidated balance sheets at fair value on a recurring basis. Additionally, from time to time, Heartland may be required to record at fair value other assets on a nonrecurring basis such as loans held for sale, loans held to maturity and certain other assets including, but not limited to, mortgage servicing rights, commercial servicing rights and other real estate owned. These nonrecurring fair value adjustments typically involve application of lower of cost or fair value accounting or write-downs of individual assets.

Fair Value Hierarchy

Under ASC 820, assets and liabilities are grouped at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1 — Valuation is based upon quoted prices for identical instruments in active markets.

Level 2 — Valuation is based upon quoted prices for similar instruments in active markets, or similar instruments in markets that are not active, and model-based valuation techniques for all significant assumptions are observable in the market.

Level 3 — Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

The following is a description of valuation methodologies used for assets and liabilities recorded at fair value on a recurring or non-recurring basis.

Assets

Securities Available for Sale and Held to Maturity
Securities available for sale are recorded at fair value on a recurring basis. Securities held to maturity are generally recorded at cost and are recorded at fair value only to the extent a decline in fair value is determined to be other-than-temporary. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted





for the security's credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, as well as U.S. Treasury securities. Level 2 securities include U.S. government and agency securities, mortgage-backed securities and private collateralized mortgage obligations, municipal bonds and corporate debt securities. Level 3 securities consist primarily of Z-TRANCHE mortgage-backed securities and corporate debt securities. On a quarterly basis, a secondary independent pricing service is used for a sample of securities to validate the pricing from Heartland's primary pricing service.

Trading Assets
Trading assets are recorded at fair value and consist of securities held for trading purposes. The valuation method for trading securities is the same as the methodology used for securities classified as available for sale.

Loans Held for Sale
Loans held for sale are carried at the lower of cost or fair value on an aggregate basis. The fair value of loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, Heartland classifies loans held for sale subjected to nonrecurring fair value adjustments as Level 2.

Loans Held to Maturity
Heartland does not record loans held to maturity at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with ASC 310. The fair value of impaired loans is measured using one of the following impairment methods: 1) the present value of expected future cash flows discounted at the loan's effective interest rate or 2) the observable market price of the loan or 3) the fair value of the collateral if the loan is collateral dependent. In accordance with ASC 820, impaired loans measured at fair value are classified as nonrecurring Level 3 in the fair value hierarchy.

Mortgage Servicing Rights
Mortgage servicing rights assets represent the value associated with servicing residential real estate loans that have been sold to outside investors with servicing retained. Heartland uses the amortization method (i.e., the lower of amortized cost or estimated fair value measured on a nonrecurring basis), not fair value measurement accounting, to determine the carrying value of its mortgage servicing rights. The fair value for servicing assets is determined through discounted cash flow analysis and utilizes discount rates, prepayment speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of management estimation and judgment. Mortgage servicing rights are subject to impairment testing. The carrying values of these rights are reviewed quarterly for impairment based upon the calculation of fair value as performed by an outside third party. For purposes of measuring impairment, the rights are stratified into certain risk characteristics including note type and note term. If the valuation model reflects a fair value less than the carrying value, mortgage servicing rights are adjusted to fair value through a valuation allowance. Heartland classifies mortgage servicing rights as nonrecurring with Level 3 measurement inputs.

Commercial Servicing Rights
Commercial servicing rights assets represent the value associated with servicing commercial loans that have been sold to Small Business Administration and United States Department of Agriculture with servicing retained. Heartland uses the amortization method (i.e., the lower of amortized cost or estimated fair value measured on a nonrecurring basis), not fair value measurement accounting, to determine the carrying value of its commercial servicing rights. The fair value for servicing assets is determined through market prices for comparable servicing contracts, when available, or through a valuation model that calculates the present value of estimated future net servicing income. Inputs utilized include discount rates, prepayment speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of management estimation and judgment. Commercial servicing rights are subject to impairment testing, and the carrying values of these rights are reviewed quarterly for impairment based upon the calculation of fair value as performed by an outside third party. If the valuation model reflects a fair value less than the carrying value, commercial servicing rights are adjusted to fair value through a valuation allowance. Heartland classifies commercial servicing rights as nonrecurring with Level 3 measurement inputs.

Derivative Financial Instruments
Heartland's current interest rate risk strategy includes interest rate swaps. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. To comply with the provisions of ASC 820, Heartland incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative





contracts for the effect of nonperformance risk, Heartland has considered the impact of netting any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although Heartland has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of June 30, 2015, and December 31, 2014, Heartland has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, Heartland has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Interest rate lock commitments
Heartland uses an internal valuation model that relies on internally developed inputs to estimate the fair value of its interest rate lock commitments which is based on unobservable inputs that reflect management's assumptions and specific information about each borrower. Interest rate lock commitments are classified in Level 3 of the fair value hierarchy.

Forward commitments
The fair value of forward commitments are estimated using an internal valuation model, which includes current trade pricing for similar financial instruments in active markets that Heartland has the ability to access and are classified in Level 2 of the fair value hierarchy.

Other Real Estate Owned
Other real estate owned ("OREO") represents property acquired through foreclosures and settlements of loans. Property acquired is carried at the fair value of the property at the time of acquisition (representing the property's cost basis), plus any acquisition costs, or the estimated fair value of the property, less disposal costs. Heartland considers third party appraisals, as well as independent fair value assessments from realtors or persons involved in selling OREO, in determining the fair value of particular properties. Accordingly, the valuation of OREO is subject to significant external and internal judgment. Heartland periodically reviews OREO to determine if the fair value of the property, less disposal costs, has declined below its recorded book value and records any adjustments accordingly. OREO is classified as nonrecurring Level 3.






The table below presents Heartland's assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2015, and December 31, 2014, in thousands, aggregated by the level in the fair value hierarchy within which those measurements fall:
 
Total Fair Value
 
Level 1
 
Level 2
 
Level 3
June 30, 2015
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Securities available for sale
 
 
 
 
 
 
 
U.S. government corporations and agencies
$
15,802

 
$
523

 
$
15,279

 
$

Mortgage-backed securities
1,108,050

 

 
1,102,523

 
5,527

Obligations of states and political subdivisions
186,001

 

 
186,001

 

Corporate debt securities
740

 

 

 
740

Equity securities
5,106

 

 
5,106

 

Derivative financial instruments
1,136

 

 
1,136

 

Interest rate lock commitments
6,558

 

 

 
6,558

Forward commitments
2,834

 

 
2,834

 

Total assets at fair value
$
1,326,227

 
$
523

 
$
1,312,879

 
$
12,825

Liabilities
 
 
 
 
 
 
 
Derivative financial instruments
$
3,607

 
$

 
$
3,607

 
$

Forward commitments
603

 

 
603

 

Total liabilities at fair value
$
4,210

 
$

 
$
4,210

 
$

December 31, 2014
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Securities available for sale
 
 
 
 
 
 
 
U.S. government corporations and agencies
$
24,093

 
$
2,529

 
$
21,564

 
$

Mortgage-backed securities
1,219,266

 

 
1,214,319

 
4,947

Obligations of states and political subdivisions
153,426

 

 
153,426

 

Corporate debt securities

 

 

 

Equity securities
5,083

 

 
5,083

 

Interest rate lock commitments
2,496

 

 

 
2,496

Forward commitments
275

 

 
275

 

Total assets at fair value
$
1,404,639

 
$
2,529

 
$
1,394,667

 
$
7,443

Liabilities
 
 
 
 
 
 
 
Derivative financial instruments
$
3,646

 
$

 
$
3,646

 
$

Forward commitments
1,619

 

 
1,619

 

Total liabilities at fair value
$
5,265

 
$

 
$
5,265

 
$







The tables below present Heartland's assets that are measured at fair value on a nonrecurring basis, in thousands:
 
Fair Value Measurements at June 30, 2015
 
Total
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
 Inputs
(Level 3)
 
Year-to-
Date
Losses
Collateral dependent impaired loans:
 
 
 
 
 
 
 
 
 
Commercial
$

 
$

 
$

 
$

 
$

Commercial real estate
4,927

 

 

 
4,927

 
160

Agricultural and agricultural real estate

 

 

 

 

Residential real estate
2,662

 

 

 
2,662

 
63

Consumer
1,854

 

 

 
1,854

 

Total collateral dependent impaired loans
$
9,443

 
$

 
$

 
$
9,443

 
$
223

Other real estate owned
$
16,983

 
$

 
$

 
$
16,983

 
$
855


 
Fair Value Measurements at December 31, 2014
 
Total
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
 Inputs
(Level 3)
 
Year-to-
Date
Losses
Collateral dependent impaired loans:
 
 
 
 
 
 
 
 
 
Commercial
$
1,033

 
$

 
$

 
$
1,033

 
$
659

Commercial real estate
12,584

 

 

 
12,584

 
492

Agricultural and agricultural real estate
552

 

 

 
552

 
2,229

Residential real estate
3,173

 

 

 
3,173

 

Consumer
2,003

 

 

 
2,003

 
22

Total collateral dependent impaired loans
$
19,345

 
$

 
$

 
$
19,345

 
$
3,402

Other real estate owned
$
19,016

 
$

 
$

 
$
19,016

 
$
1,938






The following tables present additional quantitative information about assets measured at fair value and for which Heartland has utilized Level 3 inputs to determine fair value, in thousands:
 
Fair Value
at 6/30/15
 
Valuation
Technique
 
Unobservable
Input
 
Range
(Weighted Average)
Z-TRANCHE Securities
$
5,527

 
Discounted cash flows
 
Pretax discount rate
 
7.00 - 9.00%
 
 
 
 
 
Actual defaults
 
16.29 - 36.53% (29.70%)
 
 
 
 
 
Actual deferrals
 
5.60 - 27.01% (17.21%)
Corporate debt securities
740

 
Discounted cash flows
 
Bank analysis
 
(1) 
Interest rate lock commitments
6,558

 
Discounted cash flows
 
Closing ratio
 
(2) 
Collateral dependent impaired loans:
 
 
 
 
 
 
 
Commercial

 
Modified appraised value
 
Third party appraisal
 
(3) 
 
 
 
 
 
Appraisal discount
 
(3) 
Commercial real estate
4,927

 
Modified appraised value
 
Third party appraisal
 
(3) 
 
 
 
 
 
Appraisal discount
 
(3) 
Agricultural and agricultural real estate

 
Modified appraised value
 
Third party appraisal
 
(3) 
 
 
 
 
 
Appraisal discount
 
(3) 
Residential real estate
2,662

 
Modified appraised value
 
Third party appraisal
 
(3) 
 
 
 
 
 
Appraisal discount
 
(3) 
Consumer
1,854

 
Modified appraised value
 
Third party valuation
 
(3) 
 
 
 
 
 
Valuation discount
 
(3) 
Other real estate owned
16,983

 
Modified appraised value
 
Third party appraisal
 
(3) 
 
 
 
 
 
Appraisal discount
 
(3) 
 
 
 
 
 
 
 
 
(1) The unobservable input is the bank analysis market using Moody's Global Bank Rating Methodology. The analysis takes into consideration various performance metrics as well as yield on the debt securities and credit risk analysis.
(2) The significant unobservable input used in the fair value measurement is the closing ratio, which represents the percentage of loans currently in a lock position which management estimates will ultimately close. The closing ratio calculation takes into consideration historical data and loan-level data; therefore providing a range would not be meaningful. The weighted average closing ratio at June 30, 2015, was 86%.
(3) Third party appraisals are obtained as to the value of the underlying asset, but disclosure of this information would not provide meaningful information, as the range will vary widely from loan to loan. Types of discounts considered included age of the appraisal, local market conditions, current condition of the property, and estimated sales costs. These discounts will also vary from loan to loan, thus providing range would not be meaningful.






 
Fair Value
at 12/31/14
 
Valuation
Technique
 
Unobservable
Input
 
Range
(Weighted Average)
Z-TRANCHE Securities
$
4,947

 
Discounted cash flows
 
Pretax discount rate
 
7.00 - 9.00%
 
 
 
 
 
Actual defaults
 
15.60 - 30.60% (24.50%)
 
 
 
 
 
Actual deferrals
 
  7.20 - 17.30% (12.90%)
Corporate debt securities

 
Discounted cash flows
 
Bank analysis
 
(1) 
Interest rate lock commitments
2,496

 
Discounted cash flows
 
Closing ratio
 
(2) 
Collateral dependent impaired loans:
 
 
 
 
 
 
 
Commercial
1,033

 
Modified appraised value
 
Third party appraisal
 
(3) 
 
 
 
 
 
Appraisal discount
 
(3) 
Commercial real estate
12,584

 
Modified appraised value
 
Third party appraisal
 
(3) 
 
 
 
 
 
Appraisal discount
 
(3) 
Agricultural and agricultural real estate
552

 
Modified appraised value
 
Third party appraisal
 
(3) 
 
 
 
 
 
Appraisal discount
 
(3) 
Residential real estate
3,173

 
Modified appraised value
 
Third party appraisal
 
(3) 
 
 
 
 
 
Appraisal discount
 
(3) 
Consumer
2,003

 
Modified appraised value
 
Third party valuation
 
(3) 
 
 
 
 
 
Valuation discount
 
(3) 
Other real estate owned
19,016

 
Modified appraised value
 
Third party appraisal
 
(3) 
 
 
 
 
 
Appraisal discount
 
(3) 
 
 
 
 
 
 
 
 
(1) The unobservable input is the bank analysis market using Moody's Global Bank Rating Methodology. The analysis takes into consideration various performance metrics as well as yield on the debt securities and credit risk analysis.
(2) The significant unobservable input used in the fair value measurement is the closing ratio, which represents the percentage of loans currently in a lock position which management estimates will ultimately close. The closing ratio calculation takes into consideration historical data and loan-level data; therefore providing a range would not be meaningful. The weighted average closing ratio at December 31, 2014, was 84%.
(3) Third party appraisals are obtained as to the value of the underlying asset, but disclosure of this information would not provide meaningful information, as the range will vary widely from loan to loan. Types of discounts considered included age of the appraisal, local market conditions, current condition of the property, and estimated sales costs. These discounts will also vary from loan to loan, thus providing range would not be meaningful.






The changes in fair value of the Z-TRANCHE, a Level 3 asset, that is measured on a recurring basis are summarized in the following table, in thousands:
 
For the Six Months Ended
June 30, 2015
 
For the Year Ended
December 31, 2014
Balance at January 1,
$
4,947

 
$
3,298

Total gains (losses):
 
 


  Included in earnings

 

  Included in other comprehensive income
696

 
1,783

Purchases, sales and settlements:
 
 

  Purchases
6

 

  Sales

 

  Settlements
(122
)
 
(134
)
Balance at period end
$
5,527

 
$
4,947


The changes in fair value of the corporate debt securities, Level 3 assets, that are measured on a recurring basis is summarized in the following table, in thousands:
 
For the Six Months Ended
 June 30, 2015
 
For the Year Ended
December 31, 2014
Balance at January 1,
$

 
$

Total gains (losses):


 


  Included in earnings

 

  Included in other comprehensive income

 

Purchases, acquired, sales and settlements:
 
 

  Purchases

 

  Acquired
740

 

  Sales

 

  Settlements

 

Balance at period end
$
740

 
$


The changes in fair value of the interest rate lock commitments, which are Level 3 financial instruments and are measured on a recurring basis, are summarized in the following table, in thousands:
 
For the Six Months Ended
June 30, 2015
 
For the Year Ended
December 31, 2014
Balance at January 1,
$
2,496

 
$
1,809

Total gains (losses) included in earnings
3,832

 
2,422

Issuances
2,530

 
2,038

Settlements
(2,300
)
 
(3,773
)
Balance at period end
$
6,558

 
$
2,496


Gains included in net gains on sale of loans held for sale attributable to interest rate lock commitments held at June 30, 2015, and December 31, 2014, were $6.6 million and $2.5 million, respectively.

The tables below summarize the estimated fair value of Heartland's financial instruments as defined by ASC 825 as of June 30, 2015, and December 31, 2014, in thousands. The carrying amounts in the following tables are recorded in the consolidated balance sheets under the indicated captions. In accordance with ASC 825, the assets and liabilities that are not financial instruments are not included in the disclosure, such as the value of the mortgage servicing rights, premises, furniture and equipment, goodwill and other intangibles and other liabilities.

Heartland does not believe that the estimated information presented herein is representative of the earnings power or value of Heartland. The following analysis, which is inherently limited in depicting fair value, also does not consider any value associated with either existing customer relationships or the ability of Heartland to create value through loan origination, deposit gathering or fee generating activities. Many of the estimates presented herein are based upon the use of highly





subjective information and assumptions and, accordingly, the results may not be precise. Management believes that fair value estimates may not be comparable between financial institutions due to the wide range of permitted valuation techniques and numerous estimates which must be made. Furthermore, because the disclosed fair value amounts were estimated as of the balance sheet date, the amounts actually realized or paid upon maturity or settlement of the various financial instruments could be significantly different.
 
 
 
 
 
Fair Value Measurements at
June 30, 2015
 
Carrying
Amount
 
Estimated
Fair
Value
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
 Inputs
(Level 3)
Financial assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
119,722

 
$
119,722

 
$
119,722

 
$

 
$

Time deposits in other financial institutions
2,355

 
2,355

 
2,355

 

 

Securities:
 
 
 
 
 
 
 
 
 
Available for sale
1,315,699

 
1,315,699

 
523

 
1,308,909

 
6,267

Held to maturity
283,258

 
292,564

 

 
292,564

 

Other investments
20,455

 
20,455

 

 
20,220

 
235

Loans held for sale
105,898

 
105,898

 

 
105,898

 

Loans, net:
 
 
 
 
 
 
 
 
 
Commercial
1,176,157

 
1,165,559

 

 
1,165,559

 

Commercial real estate
1,991,799

 
1,993,635

 

 
1,988,708

 
4,927

Agricultural and agricultural real estate
440,864

 
443,725

 

 
443,725

 

Residential real estate
438,184

 
435,955

 

 
433,293

 
2,662

Consumer
357,205

 
360,176

 

 
358,322

 
1,854

Total Loans, net
4,404,209

 
4,399,050

 

 
4,389,607

 
9,443

Derivative financial instruments
1,136

 
1,136

 

 
1,136

 

Interest rate lock commitments
6,558

 
6,558

 

 

 
6,558

Forward commitments
2,834

 
2,834

 

 
2,834

 

Financial liabilities:
 
 
 
 
 
 
 
 
 
Deposits
 
 
 
 
 
 
 
 
 
Demand deposits
1,536,355

 
1,536,355

 

 
1,536,355

 

Savings deposits
2,816,666

 
2,816,666

 

 
2,816,666

 

Time deposits
964,248

 
964,248

 

 
964,248

 

Short term borrowings
477,918

 
477,918

 

 
477,918

 

Other borrowings
296,594

 
299,845

 

 
299,845

 

Derivative financial instruments
3,607

 
3,607

 

 
3,607

 

Forward commitments
603

 
603

 

 
603

 







 
 
 
 
 
Fair Value Measurements at
December 31, 2014
 
Carrying
Amount
 
Estimated
Fair
Value
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
 Inputs
(Level 3)
Financial assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
73,871

 
$
73,871

 
$
73,871

 
$

 
$

Time deposits in other financial institutions
2,605

 
2,605

 
2,605

 

 

Securities:
 
 
 
 
 
 
 
 
 
Available for sale
1,401,868

 
1,401,868

 
2,529

 
1,394,392

 
4,947

Held to maturity
284,587

 
296,768

 

 
296,768

 

Other investments
20,498

 
20,498

 

 
20,263

 
235

Loans held for sale
70,514

 
70,514

 

 
70,514

 

Loans, net:
 
 
 
 
 
 
 
 
 
Commercial
1,024,065

 
1,009,802

 

 
1,008,769

 
1,033

Commercial real estate
1,690,899

 
1,699,722

 

 
1,687,138

 
12,584

Agricultural and agricultural real estate
420,623

 
423,968

 

 
423,416

 
552

Residential real estate
377,094

 
370,178

 

 
367,005

 
3,173

Consumer
323,873

 
330,211

 

 
328,208

 
2,003

Total Loans, net
3,836,554

 
3,833,881

 

 
3,814,536

 
19,345

Derivative financial instruments

 

 

 

 

Interest rate lock commitments
2,496

 
2,496

 

 

 
2,496

Forward commitments
275

 
275

 

 
275

 

Financial liabilities:
 
 
 
 
 
 
 
 
 
Deposits
 
 
 
 
 
 
 
 
 
Demand deposits
1,295,193

 
1,295,193

 

 
1,295,193

 

Savings deposits
2,687,493

 
2,687,493

 

 
2,687,493

 

Time deposits
785,336

 
785,336

 

 
785,336

 

Short term borrowings
330,264

 
330,264

 

 
330,264

 

Other borrowings
396,255

 
401,978

 

 
401,978

 

Derivative financial instruments
3,646

 
3,646

 

 
3,646

 

Forward commitments
1,619

 
1,619

 

 
1,619

 


Cash and Cash Equivalents — The carrying amount is a reasonable estimate of fair value due to the short-term nature of these instruments.

Time Deposits in Other Financial Institutions — The carrying amount is a reasonable estimate of fair value due to the short-term nature of these instruments.

Securities — For securities either held to maturity, available for sale or trading, fair value equals quoted market price if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. For Level 3 securities, Heartland utilizes independent pricing provided by third party vendors or brokers.

Other Investments — Fair value measurement of other investments, which consists primarily of FHLB stock, are based on their redeemable value, which is at cost due to the restrictions placed on their transferability. The market for these securities is restricted to the issuer of the stock and subject to impairment evaluation.






Loans and Leases The fair value of loans is estimated using an entrance price concept by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The fair value of impaired loans is measured using the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the underlying collateral. The fair value of loans held for sale is estimated using quoted market prices.

Interest Rate Lock Commitments — The fair value of interest rate lock commitments is estimated using an internal valuation model, which includes grouping the interest rate lock commitments by interest rate and terms, applying an estimated closing ratio based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms, and rate lock expiration dates of the loan commitment group.

Forward Commitments — The fair value of these instruments is estimated using an internal valuation model, which includes current trade pricing for similar financial instruments.

Derivative Financial Instruments — The fair value of all derivatives is estimated based on the amount that Heartland would pay or would be paid to terminate the contract or agreement, using current rates and, when appropriate, the current creditworthiness of the counter-party.

Deposits — The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. If the fair value of the fixed maturity certificates of deposit is calculated at less than the carrying amount, the carrying value of these deposits is reported as the fair value.

Short-term and Other Borrowings Rates currently available to Heartland for debt with similar terms and remaining maturities are used to estimate fair value of existing debt.

Commitments to Extend Credit, Unused Lines of Credit and Standby Letters of Credit — Based upon management's analysis of the off balance sheet financial instruments, there are no significant unrealized gains or losses associated with these financial instruments based upon review of the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties.






NOTE 9: SEGMENT REPORTING

Heartland has identified two operating segments for purposes of financial reporting: community and other banking, and retail mortgage banking. These segments were determined based on the products and services provided or the type of customers served and are consistent with the information used by Heartland's key decision makers to make operating decisions and to assess Heartland's performance. The following tables present financial information from Heartland's operating segments for the three- and six-month periods ended June 30, 2015, and June 30, 2014, in thousands.
 
Three Months Ended
June 30,
 
2015
 
2014
 
Community
and Other
Banking
 
Retail
Mortgage
Banking
 
Total
 
Community
and Other
Banking
 
Retail
Mortgage
Banking
 
Total
Net interest income
$
55,988

 
$
1,656

 
$
57,644

 
$
50,285

 
$
514

 
$
50,799

Provision for loan losses
5,674

 

 
5,674

 
2,751

 

 
2,751

Total noninterest income
15,603

 
15,058

 
30,661

 
11,991

 
9,544

 
21,535

Total noninterest expense
48,987

 
14,495

 
63,482

 
43,543

 
11,116

 
54,659

Income (loss) before taxes
$
16,930

 
$
2,219

 
$
19,149

 
$
15,982

 
$
(1,058
)
 
$
14,924

Average Loans, for the period
$
4,340,289

 
$
106,835

 
$
4,447,124

 
$
3,621,543

 
$
70,616

 
$
3,692,159

Segment Assets, at period end
$
6,579,225

 
$
137,782

 
$
6,717,007

 
$
5,799,636

 
$
114,282

 
$
5,913,918

 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
June 30,
 
2015
 
2014
 
Community
and Other
Banking
 
Retail
Mortgage
Banking
 
Total
 
Community
and Other
Banking
 
Retail
Mortgage
Banking
 
Total
Net interest income
$
108,877

 
$
2,697

 
$
111,574

 
$
98,140

 
$
1,271

 
$
99,411

Provision for loan losses
7,345

 

 
7,345

 
9,082

 

 
9,082

Total noninterest income
32,664

 
28,660

 
61,324

 
23,517

 
16,868

 
40,385

Total noninterest expense
96,446

 
26,650

 
123,096

 
85,880

 
21,317

 
107,197

Income (loss) before taxes
$
37,750

 
$
4,707

 
$
42,457

 
$
26,695

 
$
(3,178
)
 
$
23,517

Average Loans, for the period
$
4,265,624

 
$
92,231

 
$
4,357,855

 
$
3,575,284

 
$
56,693

 
$
3,631,977

Segment Assets, at period end
$
6,579,225

 
$
137,782

 
$
6,717,007

 
$
5,799,636

 
$
114,282

 
$
5,913,918







ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SAFE HARBOR STATEMENT

This document (including information incorporated by reference) contains, and future oral and written statements of Heartland and its management may contain, forward-looking statements within the meaning of such term in the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of Heartland. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of Heartland's management and on information currently available to management, are generally identifiable by the use of words such as "believe," "expect," "anticipate," "plan," "intend," "estimate," "may," "will," "would," "could," "should" or other similar expressions. Although Heartland has made these statements based on management's experience and best estimate of future events, there may be events or factors that management has not anticipated, and the accuracy and achievement of such forward-looking statements and estimates are subject to a number of risks, including those identified in our Annual Report on Form 10-K for the year ended December 31, 2014. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and Heartland undertakes no obligation to update any statement in light of new information or future events.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, income and expenses. These estimates are based upon historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The estimates and judgments that management believes have the most effect on Heartland's reported financial position and results of operations are described as critical accounting policies in Heartland's Annual Report on Form 10-K for the year ended December 31, 2014. There have been no significant changes in the critical accounting policies or the assumptions and judgments utilized in applying these policies since the year ended December 31, 2014.

OVERVIEW

Heartland's results of operations depend primarily on net interest income, which is the difference between interest income from interest earning assets and interest expense on interest bearing liabilities. Noninterest income, which includes service charges and fees, loan servicing income, trust income, brokerage and insurance commissions, securities gains and net gains on sale of loans held for sale, also affects Heartland's results of operations. Heartland's principal operating expenses, aside from interest expense, consist of the provision for loan and lease losses, salaries and employee benefits, occupancy and equipment costs, professional fees, FDIC insurance premiums, advertising and other real estate and loan collection expenses.

Net income available to common stockholders was $15.0 million, or $0.72 per diluted common share, for the quarter ended June 30, 2015, compared to $10.6 million, or $0.56 per diluted common share, for the second quarter of 2014. Return on average common equity was 12.26% and return on average assets was 0.91% for the second quarter of 2015, compared to 11.14% and 0.73%, respectively, for the same quarter in 2014.

Positively affecting net income for the quarter were increases in net interest income, securities gains and gains on sale of loans held for sale. These improvements were partially offset by increases in the provision for loan and lease losses, salaries and employee benefits and other noninterest expenses. Loan growth for the quarter was $206.1 million or 19% annualized since March 31, 2015.

Net income available to common stockholders for the first six months of 2015 was $30.5 million, or $1.47 per diluted common share, compared to $17.3 million, or $0.92 per diluted common share, recorded during the first six months of 2014. Return on average common equity was 12.90% and return on average assets was 0.94% for the first six months of 2015, compared to 9.32% and 0.60%, respectively, for the same period in 2014.

On January 16, 2015, Heartland completed the acquisition of Community Banc-Corp of Sheboygan, Inc., parent company of Community Bank & Trust in Sheboygan, Wisconsin, in an all stock transaction. Simultaneous with the closing, Community Bank & Trust was merged into Heartland's Wisconsin Bank & Trust subsidiary. As of the close date, the transaction included, at fair value, total assets of $525.3 million, total loans of $395.0 million and total deposits of $434.0 million. Conversion onto Heartland's core processing systems for this transaction was completed on May 15, 2015.






During the second quarter of 2015, Heartland announced it had entered into three definitive merger agreements. The first is with Community Bancorporation of New Mexico, Inc., parent company of Community Bank in Santa Fe, New Mexico. Under the terms of this agreement, Heartland will acquire Community Bancorporation of New Mexico, Inc. in an all cash transaction valued at approximately $11.1 million. Simultaneous with closing of the transaction, which is expected to occur during the third quarter of 2015, Community Bank will be merged into Heartland’s New Mexico Bank & Trust subsidiary. Community Bank had assets of approximately $175 million at June 30, 2015.

The second is with First Scottsdale Bank, National Association, in Scottsdale, Arizona. Under this agreement, Heartland will acquire First Scottsdale Bank in an all cash transaction valued at approximately $17.7 million, and First Scottsdale Bank will be merged into Heartland’s Arizona Bank & Trust subsidiary. The transaction is expected to close during the third quarter of 2015. First Scottsdale Bank had assets of approximately $96 million at June 30, 2015.

The third merger agreement signed during the quarter is with Premier Valley Bank, a community bank based in Fresno, California, that had assets of approximately $655 million at June 30, 2015. Under this agreement, Premier Valley will become a wholly-owned subsidiary of Heartland and operate under its present name and management team as Heartland's tenth state-chartered bank. Premier Valley shareholders will receive approximately $95 million or $7.73 per share of Premier Valley common stock in the merger, and may elect to receive this payment in shares of Heartland common stock or in cash, subject to proration so that 70% of the total payment is in Heartland common stock and 30% in cash. The transaction is expected to close during the fourth quarter of 2015.

Total assets were $6.72 billion at June 30, 2015, an increase of $665.2 million or 11% since year-end 2014. Total assets at June 30, 2015, included the assets acquired from Community Banc-Corp of Sheboygan, Inc., which totaled $525.3 million at the January 16, 2015, acquisition date. Securities represented 24% of total assets at June 30, 2015, compared to 28% at year-end 2014, as a portion of the proceeds from maturities, paydowns and sales were used to fund loan growth.

Total loans and leases held to maturity were $4.45 billion at June 30, 2015, compared to $3.88 billion at year-end 2014, an increase of $573.1 million or 15%, which includes $395.0 million acquired in the Community Bank & Trust merger. Exclusive of this acquisition, total loans and leases held to maturity increased $178.1 million or 9% annualized since year-end 2014.

Total deposits were $5.32 billion as of June 30, 2015, compared to $4.77 billion at year-end 2014, an increase of $549.2 million or 12%, with $434.0 million attributable to the Community Bank & Trust acquisition. Exclusive of the acquisition, total deposits increased $115.2 million or 5% annualized since year-end 2014. Included in deposit growth during the first six months of 2015 was a $140.3 million increase in brokered time deposits, the majority of which was issued during the second quarter to replace higher cost long-term FHLB advances and wholesale repurchase agreements that matured during the first six months of 2015.

Common stockholders' equity was $497.5 million at June 30, 2015, compared to $414.6 million at year-end 2014. Book value per common share was $24.13 at June 30, 2015, compared to $22.40 at year-end 2014. Heartland's unrealized gains on securities available for sale, net of applicable taxes, were $4.4 million at June 30, 2015, compared to $3.6 million at December 31, 2014.

RESULTS OF OPERATIONS

Net Interest Income

Net interest margin, expressed as a percentage of average earning assets, was 3.97% during the second quarter of 2015 compared to 3.90% during the first quarter of 2015 and 4.04% during the second quarter of 2014. For the first six months of 2015, net interest margin was 3.93% compared to 3.98% for the first six months of 2014. Heartland's success in maintaining net interest margin near the 4.00% level is the result of continuous price discipline on both sides of the balance sheet and management's ability to shift dollars from the securities portfolio into the loan portfolio.

Interest income increased $6.2 million or 10% to $65.4 million in the second quarter of 2015 from $59.3 million in the second quarter of 2014. After adjustment to add $2.4 million for the second quarter of 2015 and $2.7 million for the second quarter of 2014 for income taxes saved on the interest earned on nontaxable securities and loans, on a tax-equivalent basis, interest income in the second quarter of 2015 was $67.8 million compared to $62.0 million in the second quarter of 2014. For the first six months of 2015, interest income increased $12.0 million or 10% to $128.5 million from $116.5 million for the first six months of 2014. After adjustment to add $4.8 million for the first six months of 2015 and $5.1 million for the first six months of 2014 for income taxes saved on the interest earned on nontaxable securities and loans, on a tax-equivalent basis, interest





income in the first six months of 2015 was $133.3 million compared to $121.7 million in the first six months of 2014. These increases were primarily due to growth in average earning assets, which increased $748.7 million or 14% during the second quarter of 2015 compared to the second quarter of 2014 and $664.3 million or 13% during the first six months of 2015 compared to the first six months of 2014. The Community Bank & Trust acquisition completed during the first quarter of 2015 accounted for approximately $450.0 million of the growth in average earning assets for the quarterly comparative period and approximately $412.7 million for the six month comparative period. The remainder of the growth in average earning assets in both periods was primarily attributable to loan growth experienced during the last half of 2014 and first half of 2015. Also contributing to the increases in interest income during both comparative periods was a change in the composition of average earning assets from lower-yielding investments to higher-yielding loans. The percentage of average net loans and leases to total earning assets was 73% during the second quarter of 2015 compared to 69% during the second quarter of 2014 and 72% during the first six months of 2015 compared to 68% during the first six months of 2014.

Interest expense for the second quarter of 2015 was $7.8 million, a decrease of $667,000 or 8% from $8.5 million in the second quarter of 2014. Interest expense for the first six months of 2015 was $17.0 million compared to $17.1 million for the first six months of 2014, a decrease of $156,000 or 1%. Average interest bearing liabilities increased $360.0 million or 9% for the quarter ended June 30, 2015, as compared to the same quarter in 2014, while the average interest rate paid on Heartland's interest bearing deposits and borrowings declined 13 basis points from 0.83% in the second quarter of 2014 to 0.70% in the second quarter of 2015. Average interest bearing liabilities increased $334.4 million or 8% for the first six months of 2015 as compared to the first six months in 2014, while the average interest rate paid on Heartland's interest bearing deposits and borrowings declined 7 basis points from 0.84% in the first six months of 2014 to 0.77% in the first six months of 2015. The average interest rate paid on savings deposits was 0.23% during the second quarter of 2015 compared to 0.32% during the second quarter of 2014 and the average interest rate paid on time deposits was 0.97% during the second quarter of 2015 compared to 1.14% during the second quarter of 2014. For the first six months of 2015, the average interest rate paid on savings deposits was 0.24% compared to 0.33% during the first six months of 2014 and the average interest rate paid on time deposits was 1.03% during the first six months of 2015 compared to 1.18% during the first six months of 2014. The rates currently paid on Heartland's non-maturity deposits are effectively approaching a floor and management believes there is limited flexibility to pay lower rates on these deposits in the future.

Net interest income increased $6.8 million or 13% to $57.6 million in the second quarter of 2015 from the $50.8 million recorded in the second quarter of 2014. Net interest income on a tax-equivalent basis totaled $60.1 million during the second quarter of 2015, an increase of $6.5 million or 12% from the $53.6 million recorded during the second quarter of 2014. For the first six months of 2015, net interest income increased $12.2 million or 12% to $111.6 million from the $99.4 million recorded in the first six months of 2014. Net interest income on a tax-equivalent basis totaled $116.4 million during the first six months of 2015, an increase of $11.8 million or 11% from the $104.6 million recorded during the six months of 2014. Net interest income in dollars has increased steadily for each of the last seven quarters.

Heartland attempts to manage its balance sheet to minimize the effect that a change in interest rates has on its net interest margin. Heartland plans to continue to work toward improving both its earning assets and funding mix through targeted organic growth strategies, which management believes will result in additional net interest income. Heartland believes its net interest income simulations reflect a well-balanced and manageable interest rate posture. Approximately 36% of Heartland's commercial and agricultural loan portfolios consist of floating rate loans that reprice based upon changes in the national prime or LIBOR interest rate. Since nearly 57% of these floating rate loans have interest rate floors that are currently in effect, an upward movement in the national prime interest rate or LIBOR would not have an immediate positive effect on Heartland's interest income. Item 3 of this Form 10-Q contains additional information about the results of Heartland's most recent net interest income simulations. Note 7 to the quarterly consolidated financial statements contains a detailed discussion of the derivative instruments Heartland has utilized to manage its interest rate risk.

The following table sets forth certain information relating to Heartland's average consolidated balance sheets and reflects the yield on average earning assets and the cost of average interest bearing liabilities for the periods indicated, in thousands. Dividing income or expense by the average balance of assets or liabilities derives such yields and costs. Average balances are derived from daily balances, and nonaccrual loans and loans held for sale are included in each respective loan category. Assets with tax favorable treatment are evaluated on a tax-equivalent basis assuming a federal income tax rate of 35%. Tax favorable assets generally have lower contractual pre-tax yields than fully taxable assets. A tax-equivalent yield is calculated by adding the tax savings to the interest earned on tax favorable assets and dividing by the average balance of the tax favorable assets.





ANALYSIS OF AVERAGE BALANCES, TAX-EQUIVALENT YIELDS AND RATES(1)
For the Quarters Ended June 30, 2015 and 2014
 
2015
 
2014
 
Average Balance
 
Interest
 
Rate
 
Average Balance
 
Interest
 
Rate
Earning Assets
 
 
 
 
 
 
 
 
 
 
 
Securities:
 
 
 
 
 
 
 
 
 
 
 
Taxable
$
1,324,870


$
6,739


2.04
%
 
$
1,287,411

 
$
7,447

 
2.32
%
Nontaxable(1)
325,023


4,422


5.46

 
374,093

 
5,705

 
6.12

Total securities
1,649,893


11,161


2.71

 
1,661,504

 
13,152

 
3.17

Interest bearing deposits
10,889


3


0.11

 
7,236

 
7

 
0.39

Federal funds sold
5,109


1


0.08

 
202

 

 

Loans and leases:(2)





 

 

 

Commercial and commercial real estate(1)
3,122,239


37,666


4.84

 
2,584,110

 
31,418

 
4.88

Residential mortgage
538,170


5,415


4.04

 
428,160

 
4,617

 
4.33

Agricultural and agricultural real estate(1)
428,284


5,280


4.94

 
371,191

 
4,742

 
5.12

Consumer
358,431


7,204


8.06

 
308,698

 
6,484

 
8.42

Fees on loans


1,119



 

 
1,604

 

Less: allowance for loan and lease losses
(43,171
)




 
(39,952
)
 

 

Net loans and leases
4,403,953


56,684


5.16

 
3,652,207

 
48,865

 
5.37

Total earning assets
6,069,844


67,849


4.48
%
 
5,321,149

 
62,024

 
4.68
%
Nonearning assets
555,953





 
478,955

 

 

Total assets
$
6,625,797





 
$
5,800,104

 

 

Interest Bearing Liabilities





 

 

 

Savings
$
2,852,272


$
1,642


0.23
%
 
$
2,585,831

 
$
2,090

 
0.32
%
Time, $100,000 and over
348,661


794


0.91

 
328,950

 
842

 
1.03

Other time deposits
552,115


1,383


1.00

 
543,326

 
1,645

 
1.21

Short-term borrowings
373,021


212


0.23

 
300,936

 
202

 
0.27

Other borrowings
325,131


3,766


4.65

 
332,190

 
3,685

 
4.45

Total interest bearing liabilities
4,451,200


7,797


0.70
%
 
4,091,233

 
8,464

 
0.83
%
Noninterest bearing liabilities





 

 

 

Noninterest bearing deposits
1,549,187





 
1,207,886

 

 

Accrued interest and other liabilities
54,318





 
38,726

 

 

Total noninterest bearing liabilities
1,603,505





 
1,246,612

 

 

Stockholders' Equity
571,092





 
462,259

 

 

Total Liabilities and Stockholders' Equity
$
6,625,797





 
$
5,800,104

 

 

Net interest income(1)


$
60,052



 

 
$
53,560

 

Net interest spread(1)




3.78
%
 

 

 
3.85
%
Net interest income to total earning assets(1)




3.97
%
 

 

 
4.04
%
Interest bearing liabilities to earning assets
73.33
%




 
76.89
%
 

 

 
 
 
 
 
 
 
 
 
 
 
 
(1) Tax-equivalent basis is calculated using an effective tax rate of 35%.
(2) Nonaccrual loans are included in average loans outstanding.





ANALYSIS OF AVERAGE BALANCES, TAX-EQUIVALENT YIELDS AND RATES(1)
For the Six Months Ended June 30, 2015 and 2014
 
2015
 
2014
 
Average Balance
 
Interest
 
Rate
 
Average Balance
 
Interest
 
Rate
Earning Assets
 
 
 
 
 
 
 
 
 
 
 
Securities:
 
 
 
 
 
 
 
 
 
 
 
Taxable
$
1,304,304


$
13,871


2.14
%

$
1,315,116


$
15,208


2.33
%
Nontaxable(1)
328,163


8,908


5.47


386,438


10,508


5.48

Total securities
1,632,467


22,779


2.81


1,701,554


25,716


3.05

Interest bearing deposits
10,046


7


0.14


6,828


14


0.41

Federal funds sold
6,356


2


0.06


504





Loans and leases:(2)











Commercial and commercial real estate(1)
3,072,995


73,541


4.83


2,542,457


61,730


4.90

Residential mortgage
508,723


10,298


4.08


414,254


8,967


4.37

Agricultural and agricultural real estate(1)
423,295


10,310


4.91


372,681


9,477


5.13

Consumer
352,842


14,092


8.05


302,585


12,668


8.44

Fees on loans


2,315






3,099



Less: allowance for loan and lease losses
(42,612
)





(41,006
)




Net loans and leases
4,315,243


110,556


5.17


3,590,971


95,941


5.39

Total earning assets
5,964,112


133,344


4.51
%

5,299,857


121,671


4.63
%
Nonearning assets
576,397






485,452





Total assets
$
6,540,509






$
5,785,309





Interest Bearing Liabilities











Savings
$
2,841,675


$
3,437


0.24
%

$
2,562,256


$
4,152


0.33
%
Time, $100,000 and over
346,523


1,632


0.95


334,615


1,717


1.03

Other time deposits
544,187


2,922


1.08


555,097


3,486


1.27

Short-term borrowings
334,105


410


0.25


303,489


428


0.28

Other borrowings
358,350


8,568


4.82


335,009


7,343


4.42

Total interest bearing liabilities
4,424,840


16,969


0.77
%

4,090,466


17,126


0.84
%
Noninterest bearing liabilities











Noninterest bearing deposits
1,500,013






1,197,715





Accrued interest and other liabilities
57,663






42,165





Total noninterest bearing liabilities
1,557,676






1,239,880





Stockholders' Equity
557,993






454,963





Total Liabilities and Stockholders' Equity
$
6,540,509






$
5,785,309





Net interest income(1)


$
116,375






$
104,545



Net interest spread(1)




3.74
%





3.79
%
Net interest income to total earning assets(1)




3.93
%





3.98
%
Interest bearing liabilities to earning assets
74.19
%





77.18
%




 
 
 
 
 
 
 
 
 
 
 
 
(1) Tax-equivalent basis is calculated using an effective tax rate of 35%.
(2) Nonaccrual loans are included in average loans outstanding.

Provision For Loan And Lease Losses

The allowance for loan and lease losses is established through a provision charged to expense to provide, in Heartland management's opinion, an appropriate allowance for loan and lease losses. The provision for loan losses was $5.7 million for the second quarter of 2015 compared to $2.8 million for the second quarter of 2014, with approximately $1.0 million attributed to the higher loan growth experienced during the second quarter of 2015 compared to the second quarter of 2014, $600,000 related to valuation changes on purchased impaired loans and the remainder primarily attributable to provision necessary to establish an allowance for loans acquired in prior acquisitions for which purchase accounting valuation reserves were depleted.





For the first six months of 2015, the provision for loan losses was $7.3 million compared to $9.1 million for the first six months of 2014. The first quarter 2014 provision included approximately $4.5 million to compensate for a charge off on a single large credit. Excluding this single charge-off, the increase in provision for the six-month comparative period was $2.7 million, primarily for the reasons discussed above.

In determining that the allowance for loan and lease losses is appropriate, management uses factors that include the overall composition of the loan portfolio, general economic conditions, types of loans, loan collateral values, past loss experience, loan delinquencies, substandard credits, and doubtful credits. For additional details on the specific factors considered, refer to the discussion of critical accounting policies set forth in Management's Discussion and Analysis of Financial Condition and Results of Operations contained in Heartland's Annual Report on Form 10-K for the year ended December 31, 2014, and under the caption "Allowance For Loan and Lease Losses" in this report. Heartland believes the allowance for loan and lease losses as of June 30, 2015, was at a level commensurate with the overall risk exposure of the loan portfolio. However, if economic conditions should become more unfavorable, certain borrowers may experience difficulty and the level of nonperforming loans, charge-offs and delinquencies could rise and require further increases in the provision for loan and lease losses.

Noninterest Income

The tables below show Heartland's noninterest income for the three- and six-month periods ended June 30, 2015 and 2014, in thousands:
 
Three Months Ended
June 30,
 
 
 
2015
 
2014
 
Change
 
% Change
Service charges and fees
$
5,900

 
$
5,254

 
$
646

 
12
 %
Loan servicing income
1,163

 
1,393

 
(230
)
 
(17
)
Trust fees
3,913

 
3,343

 
570

 
17

Brokerage and insurance commissions
916

 
1,158

 
(242
)
 
(21
)
Securities gains, net
3,110

 
854

 
2,256

 
264

Gain (loss) on trading account securities, net

 

 

 

Net gains on sale of loans held for sale
14,599

 
8,796

 
5,803

 
66

Income on bank owned life insurance
459

 
339

 
120

 
35

Other noninterest income
601

 
398

 
203

 
51

  Total noninterest income
$
30,661

 
$
21,535

 
$
9,126

 
42
 %
 
Six Months Ended
June 30,
 
 
 
 
 
2015
 
2014
 
Change
 
% Change
Service charges and fees
$
11,304

 
$
10,150

 
$
1,154

 
11
 %
Loan servicing income
2,204

 
2,904

 
(700
)
 
(24
)
Trust fees
7,544

 
6,553

 
991

 
15

Brokerage and insurance commissions
2,003

 
2,281

 
(278
)
 
(12
)
Securities gains, net
7,463

 
1,635

 
5,828

 
356

Gain (loss) on trading account securities, net

 
(38
)
 
38

 
100

Net gains on sale of loans held for sale
28,341

 
15,175

 
13,166

 
87

Income on bank owned life insurance
983

 
702

 
281

 
40

Other noninterest income
1,482

 
1,023

 
459

 
45

  Total noninterest income
$
61,324

 
$
40,385

 
$
20,939

 
52
 %

Noninterest income totaled $30.7 million during the second quarter of 2015 compared to $21.5 million during the second quarter of 2014, an increase of $9.1 million or 42%. For the six-month period ended on June 30, noninterest income totaled $61.3 million during 2015 compared to $40.4 million during 2014, an increase of $20.9 million or 52%. These increases were primarily due to increased securities gains and net gains on sale of loans held for sale.






Service charges and fees increased $646,000 or 12% during the quarters under comparison and $1.2 million or 11% during the six-month periods under comparison, with a majority of this growth attributable to the service charges and fees collected at newly acquired Community Bank & Trust locations. Service charges on checking and savings accounts recorded during the second quarter of 2015 were $1.4 million compared to $1.3 million during the second quarter of 2014, an increase of $147,000 or 12%. For the six months ended June 30, service charges on checking and savings accounts totaled $2.9 million during 2015 compared to $2.5 million during 2014, an increase of $344,000 or 14%. Overdraft fees were $1.8 million during the second quarter of 2015 compared to $1.5 million during the second quarter of 2014, an increase of $246,000 or 16%. For the six months ended June 30, overdraft fees totaled $3.3 million during 2015 compared to $2.9 million during 2014, an increase of $405,000 or 14%. Interchange revenue from activity on bank debit cards, along with surcharges on ATM activity, resulted in service charges and fees of $2.0 million during the second quarter of 2015 compared to $1.8 million during the second quarter of 2014, an increase of $203,000 or 11%. These same fees were $3.9 million during the first six months of 2015 compared to $3.5 million during the first six months of 2014, an increase of $426,000 or 12%. These increases are primarily attributable to a larger demand deposit customer base in 2015, a portion of which is due to the Community Bank & Trust acquisition completed during the first quarter of 2015. Fees associated with credit card services were $521,000 during the second quarter of 2015 compared to $548,000 during the second quarter of 2014, a decrease of $27,000 or 5%. For the first six months of 2015, these fees were $886,000 during 2015 compared to $1.0 million during 2014, a decrease of $154,000 or 15%. The larger decrease for the six-month comparative period was primarily a result of Morrill & Janes Bank and Trust Company's sale of its merchant credit card processing servicing portfolio in December 2014 to be consistent with the handling of such services at the other Heartland subsidiary banks.

Loan servicing income includes the fees collected for the servicing of commercial, agricultural, and mortgage loans, which are dependent upon the aggregate outstanding balance of these loans. Loan servicing income totaled $1.2 million during the second quarter of 2015 compared to $1.4 million during the second quarter of 2014. On a six-month comparative basis, loan servicing income totaled $2.2 million during the first six months of 2015 compared to $2.9 million during the same period in 2014. Loan servicing income related to the servicing of commercial and agricultural loans totaled $794,000 for the second quarter of 2015 compared to $550,000 for the second quarter of 2014, an increase of $244,000 or 44%. For the first six months of the year, fees collected for commercial and agricultural loan servicing totaled $1.5 million during 2015 compared to $1.1 million during 2014, an increase of $441,000 or 41%. These increases resulted primarily from the additional commercial and agricultural loans acquired in the Community Bank & Trust acquisition. Fees collected for the servicing of mortgage loans, primarily for government sponsored entities, were $2.6 million during the second quarter of 2015 compared to $2.1 million during the second quarter of 2014, an increase of $434,000 or 20%. For the first six months of the year, the fees collected for the servicing of mortgage loans for others were $5.0 million during 2015 compared to $4.2 million during 2014, an increase of $862,000 or 21%. Also included in loan servicing income (as a reduction) is the amortization of mortgage servicing rights, which was $2.2 million during the second quarter of 2015 compared to $1.3 million during the second quarter of 2014, an increase of $908,000 or 71%. For the first six months of the year, the amortization of mortgage servicing rights was $4.4 million during 2015 compared to $2.4 million during 2014, an increase of $2.0 million or 85%. These increases are reflective of higher prepayments in the serviced mortgage loans portfolio during the first six months of 2015, causing a decrease in total residential mortgage loan servicing income.

The following table summarizes Heartland's residential mortgage loan activity during the most recent five quarters, in thousands:
 
As Of and For the Quarter Ended
 
6/30/2015
 
3/31/2015
 
12/31/2014
 
9/30/2014
 
6/30/2014
Mortgage Servicing Fees
$
2,553

 
$
2,495

 
$
2,396

 
$
2,225

 
$
2,119

Mortgage Servicing Rights Amortization
(2,184
)
 
(2,175
)
 
(1,643
)
 
(1,424
)
 
(1,276
)
  Total Residential Mortgage Loan Servicing Income
$
369

 
$
320

 
$
753

 
$
801

 
$
843

Net Gains On Sale of Residential Mortgage Loans
$
14,121

 
$
13,602

 
$
7,384

 
$
8,260

 
$
8,583

Total Residential Mortgage Loan Applications
$
615,463

 
$
647,487

 
$
383,845

 
$
445,039

 
$
460,533

Residential Mortgage Loans Originated
$
421,798

 
$
319,581

 
$
293,268

 
$
312,428

 
$
277,895

Residential Mortgage Loans Sold
$
402,151

 
$
268,786

 
$
281,250

 
$
283,677

 
$
208,429

Residential Mortgage Loan Servicing Portfolio
$
3,785,794

 
$
3,578,409

 
$
3,498,724

 
$
3,362,717

 
$
3,198,510


Net gains on sale of loans held for sale totaled $14.6 million during the second quarter of 2015 compared to $8.8 million during the second quarter of 2014, an increase of $5.8 million or 66%. During the first six months of 2015, net gains on sale of loans held for sale totaled $28.3 million compared to $15.2 million during the same period in 2014, an increase of $13.2 million or





87%. These gains result primarily from the gain or loss on sales of mortgage loans into the secondary market, related fees and fair value marks on the associated derivatives. This increase was related to the lower interest rate environment in the first half of 2015 that encouraged mortgage loan refinancing, as opposed to a relatively higher interest rate environment in the first half of 2014. As a result, mortgage loan applications were $1.26 billion in the first half of 2015 compared to $777.4 million in the first half of 2014, an increase of $485.6 million or 62%. The volume of mortgage loans sold totaled $670.9 million during the first half of 2015, a $312.5 million or 87% increase from the $358.4 million sold during the first half of 2014.

Trust fees increased $570,000 or 17% during the second quarter of 2015 compared to the same quarter in 2014. For the six-month period ended June 30, 2015, trust fees increased $991,000 or 15% compared to the same six-month period in 2014. A large portion of trust fees is based upon the market value of the trust assets under management, which was $1.96 billion at June 30, 2015, compared to $1.86 billion at June 30, 2014. Those values fluctuate throughout the year as market conditions improve or decline.

Net securities gains totaled $3.1 million during the second quarter of 2015 compared to $854,000 during the second quarter of 2014, an increase of $2.3 million or 264%. For the first six months of 2015, net securities gains totaled $7.5 million during 2015 compared to $1.6 million during the first six months of 2014, an increase of $5.8 million or 356%. These increases were related to the low interest rate environment during the first half of 2015 that encouraged rebalancing of the securities portfolio, as opposed to the flat or moderately increasing interest rate environment that existed during the first half of 2014.

Noninterest Expenses

The tables below show Heartland's noninterest expenses for the three- and six-month periods ended June 30, 2015 and 2014, in thousands:
 
Three Months Ended
June 30,
 
 
 
2015
 
2014
 
Change
 
% Change
Salaries and employee benefits
$
36,851

 
$
32,563

 
$
4,288

 
13
 %
Occupancy
4,028

 
3,984

 
44

 
1

Furniture and equipment
2,176

 
2,085

 
91

 
4

Professional fees
5,249

 
4,214

 
1,035

 
25

FDIC insurance assessments
899

 
980

 
(81
)
 
(8
)
Advertising
1,333

 
1,511

 
(178
)
 
(12
)
Intangible assets amortization
715

 
591

 
124

 
21

Other real estate and loan collection expenses
753

 
518

 
235

 
45

Loss on sales/valuations of assets, net
1,509

 
1,379

 
130

 
9

Other noninterest expenses
9,969

 
6,834

 
3,135

 
46

  Total Noninterest Expenses
$
63,482

 
$
54,659

 
$
8,823

 
16
 %
Efficiency ratio, fully taxable equivalent(1)
67.43
%
 
70.97
%
 
 
 
 
 
 
 
 
 
 
 
 
(1) See the reconciliation of Non-GAAP measure below.





 
Six Months Ended
June 30,
 
 
 
2015
 
2014
 
Change
 
% Change
Salaries and employee benefits
$
73,489

 
$
64,882

 
$
8,607

 
13
 %
Occupancy
8,287

 
8,034

 
253

 
3

Furniture and equipment
4,282

 
3,975

 
307

 
8

Professional fees
11,293

 
8,740

 
2,553

 
29

FDIC insurance assessments
1,855

 
1,960

 
(105
)
 
(5
)
Advertising
2,514

 
2,699

 
(185
)
 
(7
)
Intangible assets amortization
1,346

 
1,215

 
131

 
11

Other real estate and loan collection expenses
1,218

 
1,570

 
(352
)
 
(22
)
Loss on sales/valuations of assets, net
1,862

 
1,542

 
320

 
21

Other noninterest expenses
16,950

 
12,580

 
4,370

 
35

  Total Noninterest Expenses
$
123,096

 
$
107,197

 
$
15,899

 
15
 %
Efficiency ratio, fully taxable equivalent(1)
69.14
%
 
72.88
%
 
 
 
 
 
 
 
 
 
 
 
 
(1) See the reconciliation of Non-GAAP measure below.
Reconciliation of Non-GAAP Measure-Efficiency Ratio
 
For the Three Months Ended
June 30,
 
For the Six Months Ended
June 30,
 
2015
 
2014
 
2015
 
2014
Net interest income
$
57,644

 
$
50,799

 
$
111,574

 
$
99,411

Taxable equivalent adjustment(1)
2,408

 
2,761

 
4,801

 
5,134

Fully taxable equivalent net interest income
60,052

 
53,560

 
116,375

 
104,545

Noninterest income
30,661

 
21,535

 
61,324

 
40,385

Securities gains, net
(3,110
)
 
(854
)
 
(7,463
)
 
(1,635
)
Adjusted income
$
87,603

 
$
74,242

 
$
170,236

 
$
143,295

 


 


 


 


Total noninterest expenses
$
63,482

 
$
54,659

 
$
123,096

 
$
107,197

Less:


 


 


 

Intangible assets amortization
715

 
591

 
1,346

 
1,215

Partnership investment in historic rehabilitation tax credits
2,190

 

 
2,190

 

Loss on sales/valuations of assets, net
1,509

 
1,379

 
1,862

 
1,542

Adjusted noninterest expenses
$
59,068

 
$
52,689

 
$
117,698

 
$
104,440

 
 
 
 
 
 
 
 
Efficiency ratio, fully taxable equivalent(2)
67.43
%
 
70.97
%
 
69.14
%
 
72.88
%
 
 
 
 
 
 
 
 
(1) Computed on a tax equivalent basis using an effective tax rate of 35%.
(2) Efficiency ratio, fully taxable equivalent, expresses noninterest expenses as a percentage of fully taxable equivalent net interest income and noninterest income. This efficiency ratio is presented on a tax equivalent basis, which adjusts net interest income and noninterest expenses for the tax favored status of certain loans, securities and historic rehabilitation tax credits. Management believes the presentation of this non-GAAP measure provides supplemental useful information for proper understanding of the financial results as it enhances the comparability of income and expenses arising from taxable and nontaxable sources and excludes specific items, such as securities gains, net and losses on sales/valuations of assets, net. This measure should not be considered a substitute for operating results determined in accordance with GAAP.

For the second quarter of 2015, noninterest expenses totaled $63.5 million, an increase of $8.8 million or 16% from the same quarter of 2014. For the first six months of 2015, noninterest expenses totaled $123.1 million, an increase of $15.9 million or 15% from the first six months of 2014. During both comparative periods, the categories contributing most significantly to these increases were salaries and employee benefits, professional fees and other noninterest expenses.






One of Heartland's top priorities is improving its efficiency ratio to achieve a ratio of 65% by the end of 2016. During the second quarter of 2015, management announced the consolidation of two banking centers and the closing of five under-performing loan production offices. The systems conversion of Community Bank & Trust was completed in May 2015 and is also expected to contribute to improvement in Heartland's efficiency ratio.

The largest component of noninterest expenses, salaries and employee benefits, increased $4.3 million or 13% during the second quarter of 2015 as compared to the same quarter in 2014 and $8.6 million or 13% for the six-month period ended on June 30, 2015, as compared to the same period in 2014. The salaries and employee benefits at the acquired Community Bank and Trust locations comprised $1.1 million of the increase for the quarterly comparative period and $3.3 million for the six-month comparative period. Salaries and employee benefits was also affected by increases in incentive plan accruals and higher compensation in the mortgage segment during the first quarter of 2015. Full-time equivalent employees totaled 1,788 on June 20, 2015, of which approximately 130 were at the Community Bank & Trust locations, compared to 1,658 on June 30, 2014.

Professional fees increased $1.0 million or 25% during the second quarter of 2015 compared to the second quarter of 2014 and $2.6 million or 29% during the first six months of 2015 compared to the first six months of 2014. These increases were primarily attributable to the increased volumes of mortgage loan originations and additional services provided to Heartland by third-parties, including those performed in relation to acquisitions.

For the second quarter of 2015, other noninterest expenses increased $3.1 million or 46% over the second quarter of 2014. For the first six months of 2015, other noninterest expenses increased $4.4 million or 35% over the first six months of 2014. Included in the 2015 second quarter other noninterest expenses was $2.2 million in costs associated with a partnership investment in a commercial and residential real estate project which qualifies for historic rehabilitation tax credits. These credits are included as a reduction to income tax expense as further described in the Income Taxes section of this report. Excluding the effect of the cost associated with the tax credit investment, other noninterest expenses increased $945,000 or 14% during the second quarter of 2015 in comparison to the second quarter of 2014 and $2.2 million or 17% during the first six months of 2015 in comparison with the same period in 2014. These increases were primarily in software maintenance and amortization expense.

Income Taxes

Heartland's effective tax rate was 20.83% for the second quarter of 2015 compared to 27.81% for the second quarter of 2014. Included in Heartland's income taxes for the second quarter of 2015 were federal historic rehabilitation tax credits totaling $2.9 million associated with Heartland's ownership interest in a qualifying real estate project. Federal low-income housing tax credits included in Heartland's income taxes totaled $145,000 during the second quarter of 2015 compared to $200,000 during the second quarter of 2014. Heartland's effective tax rate was also affected by the level of tax-exempt interest income which, as a percentage of pre-tax income, was 23.35% during the second quarter of 2015 compared to 34.37% during the second quarter of 2014. The tax-equivalent adjustment for this tax-exempt interest income was $2.4 million during the second quarter of 2015 and $2.7 million during the second quarter of 2014.

Heartland's effective tax rate was 27.29% for the first six months of 2015 compared to 24.89% for the first six months of 2014. Included in Heartland's income taxes for the first six months of 2015 were the $2.9 million federal historic rehabilitation tax credits associated with Heartland's ownership interest in a qualifying real estate project. Federal low-income housing tax credits included in Heartland's effective tax rate totaled $290,000 during the first six months of 2015 compared to $400,000 during the first six months of 2014. The level of tax-exempt interest income which, as a percentage of pre-tax income, was 21.00% during the first six months of 2015 compared to 40.55% during the first six months of 2014. The tax-equivalent adjustment for this tax-exempt interest income was $4.8 million during the first six months of 2015 compared to $5.2 million during the first six months of 2014.

Segment Reporting

Heartland has two reportable segments: community and other banking, and retail mortgage banking. Revenues from community and other banking operations consist primarily of interest earned on loans and investment securities and fees from deposit services. Retail mortgage banking operating revenues consist of interest earned on mortgage loans held for sale, net gains on sale of loans into the secondary market, the servicing of mortgage loans for various investors and loan origination fee income. See Note 9 to our consolidated financial statements for further information regarding our segment reporting.

Income before taxes for the community and other banking segment for the second quarter of 2015 was $16.9 million compared to $16.0 million for the second quarter of 2014, a $934,000 or 6% increase, primarily as a result of increased net interest income and noninterest income, the effect of which was partially offset by increased provision for loan losses and noninterest





expenses. Net interest income from the community and other banking segment improved by $5.7 million or 11% for the second quarter of 2015 as compared to the second quarter of 2014, primarily as a result of strong loan growth experienced during the last half of 2014 and first half of 2015, combined with the acquisition of Community Banc-Corp of Sheboygan, Inc. in January 2015. Provision for loan and lease losses for the community and other banking segment was $5.7 million for the second quarter of 2015 compared of $2.8 million for the second quarter of 2014, an increase of $2.9 million, with approximately $1.0 million attributed to the higher loan growth experienced during the second quarter of 2015 compared to the second quarter of 2014, $600,000 related to valuation changes on purchased impaired loans and the remainder primarily attributable to provision necessary to establish an allowance for loans acquired in prior acquisitions for which purchase accounting valuation reserves were depleted. Noninterest income allocable to the community and other banking segment totaled $15.6 million during the second quarter of 2015 compared to $12.0 million during the second quarter of 2014, an increase of $3.6 million or 30%, primarily a result of a $2.3 million increase in securities gains. Noninterest expenses allocable to the community and other banking segment increased $5.4 million or 13% during the second quarter of 2015 as compared to the second quarter of 2014. Included in the second quarter of 2015 noninterest expenses was $2.2 million in costs associated with a partnership investment which qualifies for historic rehabilitation tax credits. Income before taxes for the community and other banking segment for the six months ended June 30 was $37.8 million for 2015 compared to $26.7 million for 2014, an $11.1 million or 41% increase. Driven by strong loan growth, net interest income increased $10.7 million or 11% from $98.1 million during the first six months of 2014 to $108.9 million during the first six months of 2015. Provision for loan and lease losses was $7.3 million for the first six months of 2015 compared of $9.1 million for the first six months of 2014, a decrease of $1.7 million or 19%. Included in the 2014 provision was an adjustment to compensate for a charge-off on one significant credit during the first quarter of 2014. Excluding this single charge-off, the increase in provision for the six-month comparative period was $2.7 million, primarily for the reasons discussed above. Noninterest expenses totaled $96.4 million during the first six months of 2015 compared to $85.9 million during the first six months of 2014, an increase of $10.6 million or 12%, primarily a result of the added expenses at the Community Bank & Trust locations acquired during the first quarter of 2015 and the costs associated with the historic rehabilitation tax credit partnership investment.

The retail mortgage banking segment recorded income before taxes of $2.2 million for the second quarter of 2015 compared to a loss before taxes of $1.1 million for the second quarter of 2014. For the six-month comparative period ended on June 30, the retail mortgage banking segment recorded income before taxes of $4.7 million in 2015 compared to a loss before taxes of $3.2 million in 2014. These increases were reflective of the reduced long-term interest rates during the first half of 2015 in comparison to the first half of 2014 and the effect lower interest rates have on the volume of residential mortgage loans originated for sale and the associated gains on sale of these loans into the secondary market. Noninterest income from the retail mortgage banking segment totaled $15.1 million during the second quarter of 2015 compared to $9.5 million during the second quarter of 2014, a $5.5 million or 58% increase. For the six-month comparative period ended June 30, noninterest income totaled $28.7 million in 2015 compared to $16.9 million in 2014, an $11.8 million or 70% increase. Noninterest expenses allocable to the retail mortgage banking segment were $14.5 million during the second quarter of 2015 compared to $11.1 million during the second quarter of 2014, a $3.4 million or 30% increase. For the six-month comparative period ended June 30, noninterest expenses totaled $26.7 million during 2015 compared to $21.3 million during 2014, an increase of $5.3 million or 25%. These increases were primarily a result of transaction-based compensation to mortgage banking personnel associated with the increased volume of residential mortgage loans underwritten during the first half of 2015.

FINANCIAL CONDITION

Total assets were $6.72 billion at June 30, 2015, an increase of $665.2 million or 11% since year-end 2014. Total assets recorded related to the Community Banc-Corp of Sheboygan, Inc. acquisition on January 16, 2015, were $525.3 million.

Lending Activities

Total loans and leases held to maturity were $4.45 billion at June 30, 2015, compared to $3.88 billion at year-end 2014, an increase of $573.1 million or 15%, which includes $395.0 million acquired in the Community Bank & Trust merger. Exclusive of this acquisition, total loans and leases held to maturity increased $178.1 million or 9% annualized since year-end 2014. Heartland management expects loan growth for the remainder of 2015 to average approximately 2% per quarter.






The table below presents the composition of the loan portfolio as of June 30, 2015, and December 31, 2014, in thousands:
LOAN PORTFOLIO
June 30, 2015
 
December 31, 2014
 
Amount
 
Percent
 
Amount
 
Percent
Loans and leases receivable held to maturity:
 
 
 
 
 
 
 
Commercial
$
1,189,626

 
26.73
%
 
$
1,036,080

 
26.72
%
Commercial real estate
2,010,091

 
45.15

 
1,707,060

 
44.02

Agricultural and agricultural real estate
444,110

 
9.98

 
423,827

 
10.93

Residential mortgage
443,026

 
9.95

 
380,341

 
9.81

Consumer
364,441

 
8.19

 
330,555

 
8.52

Gross loans and leases receivable held to maturity
4,451,294

 
100.00
%
 
3,877,863

 
100.00
%
Unearned discount
(234
)
 
 
 
(90
)
 
 
Deferred loan fees
(1,237
)
 
 
 
(1,028
)
 
 
Total net loans and leases receivable held to maturity
4,449,823

 
 
 
3,876,745

 
 
Loans covered under loss share agreements:
 
 
 
 
 
 
 
Commercial and commercial real estate

 
%
 
54

 
4.29
%
Agricultural and agricultural real estate

 

 

 

Residential mortgage

 

 
1,204

 
95.71

Consumer

 

 

 

Total loans covered under loss share agreements

 
%
 
1,258

 
100.00
%
Allowance for loan and lease losses
(45,614
)
 
 
 
(41,449
)
 
 
Loans and leases receivable, net
$
4,404,209

 
 
 
$
3,836,554

 


Loans and leases secured by real estate, either fully or partially, totaled $2.90 billion or 65% of gross loans and leases at June 30, 2015. Of the non-farm, nonresidential real estate loans, 61% are owner occupied. The largest categories within Heartland's real estate secured loans at June 30, 2015, and December 31, 2014, are listed below, in thousands:
LOANS SECURED BY REAL ESTATE
 
As of
June 30, 2015
 
As of
December 31, 2014
Residential real estate, excluding residential construction and residential lot loans
$
812,829

 
$
702,627

Industrial, manufacturing, business and commercial
323,945

 
321,338

Agriculture
251,584

 
252,143

Retail
399,971

 
200,049

Office
254,189

 
225,769

Land development and lots
121,596

 
122,662

Hotel, resort and hospitality
108,227

 
105,217

Multi-family
179,089

 
150,657

Food and beverage
78,091

 
79,208

Warehousing
73,287

 
68,449

Health services
59,028

 
49,401

Residential construction
93,170

 
72,419

All other
141,695

 
127,714

Total loans secured by real estate
$
2,896,701

 
$
2,477,653







Allowance For Loan and Lease Losses

The process utilized by Heartland to determine the appropriateness of the allowance for loan and lease losses is considered a critical accounting practice for Heartland and has remained consistent over the past several years. The allowance for loan and lease losses represents management's estimate of identified and unidentified probable losses in the existing loan portfolio. For additional details on the specific factors considered, refer to the critical accounting policies section of our Annual Report on Form 10-K for the year ended December 31, 2014.

Exclusive of loans covered under loss sharing agreements, the allowance for loan and lease losses at June 30, 2015, was 1.03% of loans and leases and 170.78% of nonperforming loans compared to 1.07% of loans and leases and 165.33% of nonperforming loans at December 31, 2014.

Nonperforming loans, excluding those covered under loss sharing agreements, were $26.7 million or 0.60% of total loans and leases at June 30, 2015, compared to $25.1 million or 0.65% of total loans and leases at December 31, 2014. Exclusive of $6.1 million of nonperforming assets acquired in the acquisition of Community Bank & Trust, nonperforming assets decreased $6.7 million or 15% since year-end 2014. Approximately 22%, or $5.8 million, of Heartland's nonperforming loans have individual loan balances exceeding $1.0 million and represent loans to an aggregate of 3 borrowers. The portion of Heartland's nonperforming loans covered by government guarantees was $4.5 million at June 30, 2015, and $1.5 million at December 31, 2014.

Loans delinquent 30 to 89 days as a percent of total loans increased to 0.31% at June 30, 2015, in comparison with 0.21% at December 31, 2014, primarily due to loans acquired in the Community Bank & Trust transaction.

The tables below present the changes in the allowance for loan and lease losses during the three- and six-month periods ended June 30, 2015 and 2014, in thousands:
ANALYSIS OF ALLOWANCE FOR LOAN AND LEASE LOSSES
Three Months Ended
June 30,
 
2015
 
2014
Balance at beginning of period
$
41,854

 
$
38,573

Provision for loan and lease losses
5,674

 
2,751

Recoveries on loans and leases previously charged off
(2,734
)
 
(1,392
)
Recoveries on loans and leases covered by loss share agreements

 
(8
)
Charge-offs on loans and leases not covered by loss share agreements
820

 
913

Charge-offs on loans and leases covered by loss share agreements

 
55

Balance at end of period
$
45,614

 
$
40,892

Annualized ratio of net charge offs to average loans and leases
0.17
%
 
0.05
%
 
 
 
 
 
Six Months Ended
June 30,
 
2015
 
2014
Balance at beginning of period
$
41,449

 
$
41,685

Provision for loan and lease losses
7,345

 
9,082

Recoveries on loans and leases previously charged off
1,558

 
2,128

Recoveries on loans and leases covered by loss share agreements

 
55

Charge-offs on loans and leases not covered by loss share agreements
(4,738
)
 
(12,009
)
Charge-offs on loans and leases covered by loss share agreements

 
(49
)
Balance at end of period
$
45,614

 
$
40,892

Annualized ratio of net charge offs to average loans and leases
0.15
%
 
0.55
%





The table below presents the amounts of nonperforming loans and leases and other nonperforming assets on the dates indicated, in thousands:
NONPERFORMING ASSETS
June 30,
 
December 31,
 
2015
 
2014
 
2014
 
2013
Not covered under loss share agreements:
 
 
 
 
 
 
 
Nonaccrual loans and leases
$
26,710

 
$
29,076

 
$
25,070

 
$
42,394

Loan and leases contractually past due 90 days or more

 

 

 
24

Total nonperforming loans and leases
26,710

 
29,076

 
25,070

 
42,418

Other real estate
16,983

 
23,761

 
19,016

 
29,794

Other repossessed assets
544

 
414

 
445

 
397

Total nonperforming assets not covered under loss share agreements
$
44,237

 
$
53,251

 
$
44,531

 
$
72,609

Covered under loss share agreements:
 
 
 
 
 
 
 
Nonaccrual loans and leases
$

 
$
297

 
$
278

 
$
783

Total nonperforming loans and leases

 
297

 
278

 
783

Other real estate

 
634

 

 
58

Total nonperforming assets covered under loss share agreements
$

 
$
931

 
$
278

 
$
841

Performing troubled debt restructured loans(1)
$
10,903

 
$
12,076

 
$
12,133

 
$
19,353

Nonperforming loans and leases not covered under loss share agreements to total loans and leases
0.60
%
 
0.79
%
 
0.65
%
 
1.21
%
Nonperforming assets not covered under loss share agreements to total loans and leases plus repossessed property
0.99
%
 
1.43
%
 
1.14
%
 
2.06
%
Nonperforming assets not covered under loss share agreements to total assets
0.66
%
 
0.90
%
 
0.74
%
 
1.23
%
 
 
 
 
 
 
 
 
(1) Represents accruing troubled debt restructured loans performing according to their restructured terms.





The schedule below summarizes the changes in Heartland's nonperforming assets, including those covered by loss share agreements, during the second quarter of 2015 and the first six months of 2015, in thousands:
 
Nonperforming
Loans
 
Other
Real Estate
Owned
 
Other
Repossessed
Assets
 
Total
Nonperforming
Assets
March 31, 2015
$
27,032

 
$
19,097

 
$
404

 
$
46,533

Loan foreclosures
(1,675
)
 
1,601

 
74

 

Net loan charge-offs
(1,914
)
 

 

 
(1,914
)
Acquired nonperforming assets

 

 

 

New nonperforming loans
4,676

 

 

 
4,676

Reduction of nonperforming loans(1)
(1,409
)
 

 

 
(1,409
)
OREO/Repossessed assets sales proceeds

 
(3,176
)
 
(26
)
 
(3,202
)
OREO/Repossessed assets writedowns, net

 
(539
)
 
(26
)
 
(565
)
Net activity at Citizens Finance Co.

 

 
118

 
118

June 30, 2015
$
26,710

 
$
16,983

 
$
544

 
$
44,237

 
 
 
 
 
 
 
 
(1) Includes principal reductions and transfers to performing status.
 
 
 
 
 
 
 
 
 
Nonperforming
Loans
 
Other
Real Estate
Owned
 
Other
Repossessed
Assets
 
Total
Nonperforming
Assets
December 31, 2014
$
25,348

 
$
19,016

 
$
445

 
$
44,809

Loan foreclosures
(4,046
)
 
3,963

 
83

 

Net loan charge-offs
(3,180
)
 

 

 
(3,180
)
Acquired nonperforming assets
5,755

 
346

 

 
6,101

New nonperforming loans
8,735

 

 

 
8,735

Reduction of nonperforming loans(1)
(5,902
)
 

 

 
(5,902
)
OREO/Repossessed assets sales proceeds

 
(5,486
)
 
(28
)
 
(5,514
)
OREO/Repossessed assets writedowns, net

 
(856
)
 
(28
)
 
(884
)
Net activity at Citizens Finance Co.

 

 
72

 
72

June 30, 2015
$
26,710

 
$
16,983

 
$
544

 
$
44,237

 
 
 
 
 
 
 
 
(1) Includes principal reductions and transfers to performing status.

Securities

The composition of Heartland's securities portfolio is managed to maximize the return on the portfolio while considering the impact it has on Heartland's asset/liability position and liquidity needs. Securities declined to 24% of total assets at June 30, 2015, compared to 28% at year-end 2014. Total available for sale securities as of June 30, 2015, were $1.32 billion, a decrease of $86.2 million or 6% from $1.40 billion at December 31, 2014.






The table below presents the composition of the securities portfolio, including trading, available for sale and held to maturity, by major category, as of June 30, 2015, and December 31, 2014, in thousands:
SECURITIES PORTFOLIO COMPOSITION
June 30, 2015
 
December 31, 2014
 
Amount
 
Percent
 
Amount
 
Percent
U.S. government corporations and agencies
$
15,802

 
0.98
%
 
$
24,093

 
1.41
%
Mortgage-backed securities
1,113,605

 
68.76

 
1,225,000

 
71.77

Obligation of states and political subdivisions
463,704

 
28.63

 
432,279

 
25.32

Corporate debt securities
740

 
0.05

 

 

Equity securities
5,106

 
0.32

 
5,083

 
0.30

Other securities
20,455

 
1.26

 
20,498

 
1.20

Total securities
$
1,619,412

 
100.00
%
 
$
1,706,953

 
100.00
%

The percentage of Heartland's securities portfolio comprised of mortgage-backed securities was 69% at June 30, 2015, and 72% at December 31, 2014. Approximately 84% of Heartland's mortgage-backed securities were issuances of government-sponsored enterprises at June 30, 2015. Heartland's securities portfolio had an expected duration of 3.93 years as of June 30, 2015, compared to 4.07 years at year-end 2014. The available for sale securities portfolio had an expected duration of 2.23 years as of June 30, 2015, compared to 2.52 years as of December 31, 2014.
The Volcker Rule prohibits insured depository institutions and their holding companies from engaging in proprietary trading except in limited circumstances, and prohibits them from owning equity interests in excess of 3% of Tier 1 Capital in private equity and hedge funds. The Volcker Rule will not have a material impact on Heartland’s investment securities portfolio.

At June 30, 2015, Heartland had $20.5 million of other securities, including capital stock in the various Federal Home Loan Banks of which its bank subsidiaries are members and all of which were classified as other securities held at cost.

Deposits And Borrowed Funds

Total deposits were $5.32 billion as of June 30, 2015, compared to $4.77 billion at year-end 2014, an increase of $549.2 million or 12%, with $434.0 million attributable to the Community Bank & Trust acquisition. Demand deposits totaled $1.54 billion at June 30, 2015, an increase of $241.2 million or 19% since year-end 2014, with $117.1 million attributable to the acquisition. Included in the deposit growth during the first six months of 2015 was a $140.3 million increase in brokered time deposits, the majority of which was issued during the second quarter to replace higher cost long-term FHLB advances and wholesale repurchase agreements that matured during the first six months of 2015. The composition of Heartland's deposits remained favorable as no-cost demand deposits as a percentage of total deposits was 29% at June 30, 2015.

Short-term borrowings generally include federal funds purchased, securities sold under agreements to repurchase, short-term FHLB advances and discount window borrowings from the Federal Reserve Bank. These funding alternatives are utilized in varying degrees depending on their pricing and availability. All of Heartland's bank subsidiaries own FHLB stock in either the Chicago, Dallas, Des Moines, San Francisco or Topeka FHLB, enabling them to borrow funds from their respective FHLB for short- or long-term purposes under a variety of programs. The amount of short-term borrowings was $477.9 million at June 30, 2015, compared to $330.3 million at year-end 2014. Short-term FHLB advances of $112.1 million were included in short-term borrowings at June 30, 2015, in comparison with $76.0 million at December 31, 2014.

All of the Heartland bank subsidiaries provide retail repurchase agreements to their customers as a cash management tool, sweeping excess funds from demand deposit accounts into these agreements. This source of funding does not increase the bank's reserve requirements. Although the aggregate balance of these retail repurchase agreements is subject to variation, the account relationships represented by these balances are principally local. The balances of retail repurchase agreements were $229.3 million at June 30, 2015, compared to $240.2 million at December 31, 2014.

Also included in short-term borrowings is the revolving credit line Heartland has with an unaffiliated bank, primarily to provide liquidity to Heartland. There was no balance outstanding on Heartland's revolving credit line at both June 30, 2015, and December 31, 2014. This credit agreement contains specific covenants, with which Heartland was in compliance on June 30, 2015.

Other borrowings include all debt arrangements Heartland and its subsidiaries have entered into with original maturities that extend beyond one year, including long-term FHLB borrowings, term borrowings under term notes, subordinated notes and





senior notes, and obligations under trust preferred capital securities. As of June 30, 2015, the amount of other borrowings was $296.6 million, a decrease of $99.1 million or 25% since year-end 2014.

Long-term FHLB borrowings with an original term beyond one year totaled $40.8 million at June 30, 2015, compared to $109.7 million at December 31, 2014, a decrease of $68.9 million or 63%. Total long-term FHLB borrowings at June 30, 2015, had an average rate of 0.64% and an average maturity of 1.89 years. Structured wholesale repurchase agreements totaled $30.0 million at June 30, 2015, and $45.0 million at December 31, 2014.

The outstanding balance on Heartland's amortizing term loan with an unaffiliated bank was $9.7 million at June 30, 2015, compared to $10.4 million at December 31, 2014. Heartland also had senior notes totaling $29.5 million and subordinated notes totaling $75.0 million outstanding at both June 30, 2015, and December 31, 2014.

On March 31, 2015, $20.0 million of 8.25% trust preferred securities were redeemed with no early redemption penalties. A schedule of Heartland's trust preferred securities outstanding as of June 30, 2015, is as follows, in thousands:
 
Amount
Issued
 
Issuance
Date
 
Interest
Rate
 
Interest
Rate as of
6/30/15(1)
 
Maturity
Date
 
Callable
Date
Heartland Financial Statutory Trust IV
25,774

 
03/17/2004
 
2.75% over LIBOR
 
3.03%(2)
 
03/17/2034
 
09/17/2015
Heartland Financial Statutory Trust V
20,619

 
01/27/2006
 
1.33% over LIBOR
 
1.61%(3)
 
04/07/2036
 
10/07/2015
Heartland Financial Statutory Trust VI
20,619

 
06/21/2007
 
6.75%
 
6.75%(4)
 
09/15/2037
 
09/15/2015
Heartland Financial Statutory Trust VII
20,619

 
06/26/2007
 
1.48% over LIBOR
 
1.76%(5)
 
09/01/2037
 
09/01/2015
Morrill Statutory Trust I
8,665

 
12/19/2002
 
3.25% over LIBOR
 
3.53%(6)
 
12/26/2032
 
09/26/2015
Morrill Statutory Trust II
8,253

 
12/17/2003
 
2.85% over LIBOR
 
3.13%(7)
 
12/17/2033
 
09/17/2015
Sheboygan Statutory Trust I
6,133

 
9/17/2003
 
2.95% over LIBOR
 
3.23%
 
09/17/2033
 
09/17/2015
 
$
110,682

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Effective weighted average interest rate as of June 30, 2015, was 5.03% due to interest rate swap transactions on the variable rate securities as discussed in Note 7 to Heartland's consolidated financial statements.
(2) Effective interest rate as of June 30, 2015, was 5.00% due to an interest rate swap transaction as discussed in Note 7 to Heartland's consolidated financial statements.
(3) Effective interest rate as of June 30, 2015, was 4.69% due to an interest rate swap transaction as discussed in Note 7 to Heartland's consolidated financial statements.
(4) Interest rate is fixed at 6.75% through June 15, 2017, then resets to 1.48% over LIBOR for the remainder of the term.
(5) Effective interest rate as of June 30, 2015, was 4.70% due to an interest rate swap transaction as discussed in Note 7 to Heartland's consolidated financial statements.
(6) Effective interest rate as of June 30, 2015, was 4.92% due to an interest rate swap transaction as discussed in Note 7 to Heartland's consolidated financial statements.
(7) Effective interest rate as of June 30, 2015, was 4.51% due to an interest rate swap transaction as discussed in Note 7 to Heartland's consolidated financial statements.

CAPITAL REQUIREMENTS

Bank regulatory agencies have adopted capital standards by which all bank holding companies will be evaluated, including requirements to maintain certain core capital amounts included as Tier 1 capital at minimum levels relative to total assets (the “Tier 1 Leverage Capital Ratio”) and at minimum levels relative to “risk-weighted assets” which is calculated by assigning value to assets, and off balance sheet commitments, based on their risk characteristics (the “Tier 1 Risk-Based Capital Ratio”), and to maintain total capital at minimum levels relative to risk-weighted assets (the “Total Risk-Based Capital Ratio”). Starting in 2015, bank holding companies are subject to a new Common Tier 1 Capital Ratio, an increased Tier 1 Leverage Capital Ratio and an increased Tier 1 Risk-Based Capital Ratio under the Basel III rules and are required to include in Common Tier 1 capital the effects of other comprehensive income adjustments, such as gains and losses on securities held to maturity, that are currently excluded from the definition of Tier 1 capital, but are allowed to make a one-time election not to include those effects. Heartland and its bank subsidiaries have been, and will continue to be, managed so they meet the well-capitalized requirements under the regulatory framework for prompt corrective action and have made the one-time election to exclude the effects of other comprehensive income adjustments on their Tier 1 capital. Under the Basel III rules, the requirements to be categorized as well-capitalized changed from 4% to 5% for the Tier 1 Leverage Capital Ratio, from 6% to 8% for the Tier 1 Risk-Based Capital Ratio and remained at 10% for the Total Risk-Based Capital Ratio. The most recent notification from the FDIC categorized Heartland and each of its bank subsidiaries as well capitalized under the regulatory framework for prompt corrective action, and Heartland and its bank subsidiaries would have continued to be well capitalized had the Basel III rules





been effective for the period covered by such notification. There are no conditions or events since that notification that management believes have changed each institution's category.

Heartland's capital ratios were as follows for the dates indicated, in thousands:
CAPITAL RATIOS
June 30, 2015
 
December 31, 2014
 
Amount
 
Ratio
 
Amount
 
Ratio
Risk-Based Capital Ratios:
 
 
 
 
 
 
 
Tier 1 capital
$
630,481

 
11.56
%
 
$
578,564

 
12.95
%
Tier 1 capital minimum requirement(1)
327,160

 
6.00
%
 
178,757

 
4.00
%
Excess
$
303,321

 
5.56
%
 
$
399,807

 
8.95
%
 
 
 
 
 
 
 
 
Total capital
$
755,808

 
13.86
%
 
$
703,032

 
15.73
%
Total capital minimum requirement
436,213

 
8.00
%
 
357,513

 
8.00
%
Excess
$
319,595

 
5.86
%
 
$
345,519

 
7.73
%
 
 
 
 
 
 
 
 
  Tier 1 common equity
$
438,203

 
8.04
%
 
 
 
 
  Tier 1 common equity minimum requirement
$
245,370

 
4.50
%
 
 
 
 
Excess
$
192,833

 
3.54
%
 
 
 
 
 
 
 
 
 
 
 
 
Total risk-adjusted assets
$
5,452,663

 
 
 
$
4,468,914

 
 
 
 
 
 
 
 
 
 
Leverage Capital Ratios
 
 
 
 
 

 
 
Tier 1 capital
$
630,481

 
9.60
%
 
$
578,564

 
9.75
%
Tier 1 capital minimum requirement(2)
262,782

 
4.00
%
 
237,316

 
4.00
%
Excess
$
367,699

 
5.60
%
 
$
341,248

 
5.75
%
 
 
 
 
 
 
 
 
Average adjusted assets (less goodwill and other intangible assets)
$
6,569,550

 
 
 
$
5,932,898

 
 
 
 
 
 
 
 
 
 
(1) Under Basel III, the minimum requirement for this measure was changed from 4.00% to 6.00%.
(2) Under Basel III, the minimum requirement for this measure was changed from 3.00% for the most highly-rated banks and 4.00% for all others, to 4.00% for all banks.

Heartland filed a universal shelf registration statement with the Securities and Exchange Commission on August 28, 2013, which became effective on September 9, 2013, to register up to $75.0 million in securities. The shelf registration statement provides Heartland with increased flexibility to raise capital, subject to Securities and Exchange Commission rules and limitations, if Heartland’s board of directors decides to do so.

Common stockholders' equity was $497.5 million at June 30, 2015, compared to $414.6 million at December 31, 2014. Book value per common share was $24.13 at June 30, 2015, compared to $22.40 at year-end 2014. Changes in common stockholders' equity and book value per common share are the result of earnings, dividends paid, stock transactions and mark-to-market adjustment for unrealized gains and losses on securities available for sale. Heartland's unrealized gains on securities available for sale, net of applicable taxes, were $4.4 million at June 30, 2015, compared to $3.6 million at December 31, 2014.

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

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. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit and financial guarantees written are conditional commitments issued by the Heartland banks to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. At June 30, 2015, and December 31, 2014, commitments to extend credit aggregated $1.62 billion and $1.42 billion, and standby letters of credit aggregated $50.6 million and $38.9 million, respectively.






Contractual obligations and other commitments were presented in Heartland's Annual Report on Form 10-K for the year ended December 31, 2014. Except for the commitments with respect to acquisitions discussed below, there have been no other material changes in Heartland's contractual obligations and other commitments since that report was filed.

On April 15, 2015, Heartland entered into a definitive merger agreement with Community Bancorporation of New Mexico, Inc., parent company of Community Bank in Santa Fe, New Mexico. Under the terms of the agreement, Heartland will acquire Community Bancorporation of New Mexico, Inc. in an all cash transaction for approximately $11.1 million. The transaction is expected to close in the third quarter of 2015. Simultaneous with the closing of the transaction, Community Bank will be merged into Heartland's New Mexico Bank & Trust subsidiary.

On May 14, 2015, Heartland entered into a definitive merger agreement with First Scottsdale Bank, National Association, in Scottsdale, Arizona. Under the terms of the agreement, Heartland will acquire First Scottsdale Bank in an all cash transaction for approximately $17.7 million. The transaction is expected to close during the third quarter of 2015, at which time First Scottsdale Bank will be merged into Heartland's Arizona Bank & Trust subsidiary.

On May 28, 2015, Heartland entered into a definitive merger agreement with Premier Valley Bank, a community bank based in Fresno, California. Under the terms of the agreement, Premier Valley will become a wholly-owned subsidiary of Heartland and continue to operate under its present name and management team as Heartland's tenth state-chartered bank. Premier Valley shareholders will receive approximately $95 million or $7.73 per share of Premier Valley common stock in the merger, and may elect to receive this payment in shares of Heartland common stock or in cash, subject to proration so that 70% of the total payment is in Heartland common stock and 30% in cash. The transaction is expected to close during the fourth quarter of 2015.

Heartland continues to explore opportunities to expand its footprint of independent community banks through acquisitions. Although attention is focused on existing and adjacent markets, where there would be an opportunity to grow market share, achieve efficiencies and provide greater convenience for existing customers, acquisitions in new growth markets are also considered if they fit Heartland's business model and would provide a sufficient return on investment to be accretive to earnings within the first year of integration. Future expenditures relating to expansion efforts, in addition to those identified above are not estimable at this time.

On a consolidated basis, Heartland maintains a large balance of short-term securities that, when combined with cash from operations, management believes are adequate to meet Heartland's funding obligations.

At the parent company level, routine funding requirements consist primarily of dividends paid to stockholders, including the U.S. Treasury, which holds Heartland Series C Fixed Rate Non-Cumulative Perpetual preferred stock, debt service on revolving credit arrangements, subordinated debt and trust preferred securities issuances, debt repayment obligations under other obligations and payments for acquisitions. The parent company obtains the funding to meet these obligations from dividends collected from its subsidiaries and the issuance of debt securities. Heartland believes that the regulatory permissible dividends from its subsidiary banks are adequate to meet these funding obligations for the next 12 months and maintains a revolving credit agreement with an unaffiliated bank that provides a maximum borrowing capacity of $20.0 million, of which none has been used during the past 12 months. The credit agreement contains specific financial covenants, all of which Heartland was in compliance with as of June 30, 2015.

LIQUIDITY

Liquidity refers to Heartland's ability to maintain cash flow that is adequate to meet maturing obligations and existing commitments, to withstand fluctuations in deposit levels, to fund operations and to provide for customers' credit needs. The liquidity of Heartland principally depends on cash flows from operating activities, investment in and maturity of assets, changes in balances of deposits and borrowings and its ability to borrow funds in the money or capital markets.

Operating activities provided $9.0 million of cash during the first six months of 2015 compared to $7.5 million during the first six months of 2014. Securities gains, net, totaled $7.5 million during the first six months of 2015 compared to $1.6 million during the first six months of 2014. Loans originated for sale and the proceeds on sales of loans held for sale used cash of $34.7 million during the first six months of 2015 compared to $40.5 million during the first six months of 2014.

Investing activities used cash of $91.4 million during the first six months of 2015 compared to providing cash of $7.7 million during the first six months of 2014. Cash used for the purchase of securities and other investments totaled $538.7 million during the first six months of 2015 compared to $377.1 million during the first six months of 2014. The proceeds from sales of securities sales, paydowns and maturities were $623.9 million during the first six months of 2015 compared to $590.8 million





during the first six months of 2014. The net change in loans and leases used cash of $184.0 million during the first six months of 2015 compared to $212.4 million during the first six months of 2014.

Financing activities provided cash of $128.3 million during the first six months of 2015 compared to using cash of $37.8 million during the first six months of 2014. The net increase in demand and savings deposits provided cash of $64.3 million during the first six months of 2015 compared to $4.7 million during the first six months of 2014. The net increase in time deposits provided cash of $51.0 million during the first six months of 2015 compared to using cash of $29.7 million during the first six months of 2014. Activity in short-term borrowings provided cash of $122.8 million during the first six months of 2015 compared to $11.7 million during the first six months of 2014. Proceeds from other borrowings provided cash of $29.0 million during the first six months of 2015 compared to $5.0 million during the first six months of 2014 while repayment of other borrowings used cash of $134.4 million during the first six months of 2015 compared to $25.4 million during the first six months of 2014.

Management of investing and financing activities, and market conditions, determine the level and the stability of net interest cash flows. Management attempts to mitigate the impact of changes in market interest rates to the extent possible, so that balance sheet growth is the principal determinant of growth in net interest cash flows.

Heartland's short-term borrowing balances are dependent on commercial cash management and smaller correspondent bank relationships and, as such, will normally fluctuate. Management believes these balances, on average, to be stable sources of funds; however, management intends to rely on deposit growth and additional FHLB borrowings in the future.

In the event of short-term liquidity needs, Heartland's bank subsidiaries may purchase federal funds from each other or from correspondent banks and may also borrow from the Federal Reserve Bank. Additionally, the bank subsidiaries’ FHLB memberships give them the ability to borrow funds for short- and long-term purposes under a variety of programs.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market prices and rates. Heartland's market risk is comprised primarily of interest rate risk resulting from its core banking activities of lending and deposit gathering. Interest rate risk measures the impact on earnings from changes in interest rates and the effect on current fair market values of Heartland's assets, liabilities and off-balance sheet contracts. The objective is to measure this risk and manage the balance sheet to avoid unacceptable potential for economic loss.

Management continually develops and applies strategies to mitigate market risk. Exposure to market risk is reviewed on a regular basis by the asset/liability committees of the banks and, on a consolidated basis, by Heartland's executive management and board of directors. Darling Consulting Group, Inc. has been engaged to provide asset/liability management position assessment and strategy formulation services to Heartland and its bank subsidiaries. At least quarterly, a detailed review of the balance sheet risk profile is performed for Heartland and each of its bank subsidiaries. Included in these reviews are interest rate sensitivity analyses, which simulate changes in net interest income in response to various interest rate scenarios. These analyses consider current portfolio rates, existing maturities, repricing opportunities and market interest rates, in addition to prepayments and growth under different interest rate assumptions. Selected strategies are modeled prior to implementation to determine their effect on Heartland's interest rate risk profile and net interest income. Heartland believes its net interest income simulations reflect a well-balanced and manageable interest rate posture, and primary market risk exposures have not changed significantly in the first six months of 2015.

The core interest rate risk analysis utilized by Heartland examines the balance sheet under increasing and decreasing interest scenarios that are neither too modest nor too extreme. All rate changes are ramped over a 12-month horizon based upon a parallel shift in the yield curve and then maintained at those levels over the remainder of the simulation horizon. Using this approach, management is able to see the effect that both a gradual change of rates (year 1) and a rate shock (year 2 and beyond) could have on Heartland's net interest income. Starting balances in the model reflect actual balances on the “as of” date, adjusted for material and significant transactions. Pro-forma balances remain static. This enables interest rate risk embedded within the existing balance sheet structure to be isolated from the interest rate risk often caused by growth in assets and liabilities. Due to the low interest rate environment, the simulations under a decreasing interest rate scenario were prepared using a 100 basis point shift in rates. The most recent reviews at June 30, 2015, and June 30, 2014, provided the following





results, in thousands:
 
2015
 
2014
 
Net Interest
Margin
 
% Change
From Base
 
Net Interest
Margin
 
% Change
From Base
Year 1
 
 
 
 
 
 
 
Down 100 Basis Points
$
214,007

 
(2.65
)%
 
$
180,111

 
(0.28
)%
Base
$
219,839

 
 
 
$
180,610

 
 
Up 200 Basis Points
$
216,128

 
(1.69
)%
 
$
184,125

 
1.95
 %
Year 2
 
 
 
 
 
 
 

Down 100 Basis Points
$
204,777

 
(6.85
)%
 
$
177,223

 
(1.88
)%
Base
$
219,631

 
(0.09
)%
 
$
182,953

 
1.30
 %
Up 200 Basis Points
$
221,044

 
0.55
 %
 
$
196,685

 
8.90
 %

Heartland uses derivative financial instruments to manage the impact of changes in interest rates on its future interest income or interest expense. Heartland is exposed to credit-related losses in the event of nonperformance by the counterparties to these derivative instruments, but believes it has minimized the risk of these losses by entering into the contracts with large, stable financial institutions. The estimated fair market values of these derivative instruments are presented in Note 7 to the consolidated financial statements.

Heartland enters into financial instruments with off balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. 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. Commitments generally have fixed expiration dates and may require collateral from the borrower. Standby letters of credit are conditional commitments issued by Heartland to guarantee the performance of a customer to a third party up to a stated amount and with specified terms and conditions. These commitments to extend credit and standby letters of credit are not recorded on the balance sheet until the instrument is exercised.

Heartland periodically holds a securities trading portfolio that would also be subject to elements of market risk. These securities are carried on the balance sheet at fair value. At both June 30, 2015, and December 31, 2014, Heartland held no securities in its securities trading portfolio.

ITEM 4. CONTROLS AND PROCEDURES

Under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of June 30, 2015. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

There were no significant changes to Heartland's disclosure controls or internal controls over financial reporting during the quarter ended June 30, 2015, that have materially affected or are reasonably likely to materially affect Heartland's internal control over financial reporting.





PART II

ITEM 1. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which Heartland or its subsidiaries are a party other than ordinary routine litigation incidental to their respective businesses. While the ultimate outcome of current legal proceedings cannot be predicted with certainty, it is the opinion of management that the resolution of these legal actions should not have a material effect on Heartland's consolidated financial position or results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes in the risk factors applicable to Heartland from those disclosed in Part I, Item 1A. “Risk Factors” in Heartland's 2014 Annual Report on Form 10-K. Please refer to that section of Heartland's Form 10-K for disclosures regarding the risks and uncertainties related to Heartland's business.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Heartland's board of directors has authorized management to acquire and hold up to 500,000 shares of common stock as treasury shares at any one time. Heartland and its affiliated purchasers made no purchases of its common stock during the six months ended June 30, 2015.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits

(1) 
10.1
 
Agreement and Plan of Merger among Heartland Financial USA, Inc., Premier Valley Bank and, following its organization, PV Acquisition Bank dated May 28, 2015 (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on May 29, 2015).
(1) 
 
 
 
 
101
 
Financial statement formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Equity, and (vi) the Notes to Consolidated Financial Statements.
 
(1) Filed herewith





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized.



HEARTLAND FINANCIAL USA, INC.
(Registrant)
 
Principal Executive Officer
 
/s/ Lynn B. Fuller
By: Lynn B. Fuller
Chairman and Chief Executive Officer
 
Principal Financial and Accounting Officer
 
/s/ Bryan R. McKeag
By: Bryan R. McKeag
Executive Vice President and Chief Financial Officer
 
Dated: August 6, 2015