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 March 31, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period __________ to __________ Commission File Number: 0-24724 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) 319) 589-2100 (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 Indicate the number of shares outstanding of each of the Registrant's common stock as of the latest practicable date: As of May 10, 1996, the Registrant had outstanding 4,719,152 shares of common stock, $1.00 par value per share. HEARTLAND FINANCIAL USA, INC. Form 10-Q Quarterly Report Table of Contents Part I Item 1. Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Form 10-Q Signature Page HEARTLAND FINANCIAL USA, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except per share data) 3/31/96 12/31/95 ------- -------- ASSETS Cash and due from banks $ 28,428 $ 31,305 Federal funds sold 9,050 23,500 --------- --------- Cash and cash equivalents 37,478 54,805 Time deposits in other financial institutions 148 145 Securities: Available for sale-at market (cost of $156,115 for 1996 and $141,680 for 1995 156,948 145,857 Held to maturity-at cost (approximate market value of $2,432 for 1996 and $2,503 for 1995) 2,328 2,369 Loans and leases: Held for sale 624 790 Held to maturity 455,235 454,115 Allowance for possible loan and lease losses (5,892) (5,580) --------- --------- Loans and leases, net 449,967 449,325 Premises, furniture and equipment, net 12,584 12,519 Other real estate, net 599 640 Other assets 15,386 11,653 --------- --------- TOTAL ASSETS $675,438 $677,313 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Deposits: Demand $ 42,117 $ 49,283 Savings 209,352 210,853 Time 276,706 274,451 --------- --------- Total deposits 528,175 534,587 Short-term borrowings 33,401 23,241 Accrued expenses and other liabilities 8,732 9,579 Other borrowings 40,400 45,400 --------- --------- TOTAL LIABILITIES 610,708 612,807 --------- --------- STOCKHOLDERS' EQUITY: Common stock (par value $1 per share; authorized, 7,000,000 shares; issued, 4,853,626 shares at March 31, 1996 and December 31, 1995) 4,854 4,854 Capital surplus 10,696 10,663 Retained earnings 50,976 49,171 Net unrealized gain (loss) on securities available for sale 522 2,620 Treasury stock at cost (134,474 and 16,652 shares at March 31, 1996, and December 31, 1995, respectively) (2,318) (2,802) --------- --------- TOTAL STOCKHOLDERS' EQUITY 64,730 64,506 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $675,438 $677,313 ========= ========= See accompanying notes to consolidated financial statements. HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share data) Three Months Ended 3/31/96 3/31/95 ------- ------- INTEREST INCOME: Interest and fees on loans and leases $ 9,886 $ 9,001 Interest on investment securities: Taxable 2,088 2,024 Nontaxable 355 477 Interest on trading account securities - 10 Interest on federal funds sold 213 31 Interest on interest-bearing deposits in other financial institutions 75 10 -------- -------- TOTAL INTEREST INCOME 12,617 11,553 -------- -------- INTEREST EXPENSE: Interest on deposits 5,717 5,081 Interest on short-term borrowings 416 346 Interest on other borrowings 674 354 -------- -------- TOTAL INTEREST EXPENSE 6,807 5,781 -------- -------- NET INTEREST INCOME 5,810 5,772 Provision for possible loan and lease losses 747 218 -------- -------- NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN AND LEASE LOSSES 5,063 5,554 -------- -------- OTHER INCOME: Service charges 566 489 Trust fees 430 385 Brokerage commissions 35 37 Insurance commissions 154 159 Investment securities gains, net 1,322 76 Gain on sale of loans 28 5 Other 111 75 -------- -------- TOTAL OTHER INCOME 2,646 1,226 -------- -------- OTHER EXPENSES: Salaries and employee benefits 2,794 2,534 Occupancy 283 272 Equipment 317 346 Outside services 255 251 FDIC assessment 50 287 Advertising 350 174 Other operating expense 696 629 -------- -------- TOTAL OTHER EXPENSES 4,745 4,493 -------- -------- INCOME BEFORE INCOME TAXES 2,964 2,287 Income taxes 686 597 -------- -------- NET INCOME $ 2,278 $ 1,690 ======== ======== NET INCOME AVAILABLE FOR COMMON STOCK $ 2,278 $ 1,690 ======== ======== NET INCOME PER COMMON SHARE $ 0.48 $ 0.35 DIVIDENDS DECLARED PER COMMON SHARE $ .10 $ .08 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 4,708,447 4,840,358 See accompanying notes to consolidated financial statements. HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands) Three Months Ended 3/31/96 3/31/95 ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES $ 3,131 $ 5,204 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of time deposits (3) - Proceeds from the sale of investment securities available for sale 4,589 5,802 Proceeds from the sale of mortgage- backed securities available for sale - 576 Proceeds from the maturity of and principal paydowns on investment securities held to maturity 40 2,619 Proceeds from the maturity of and principal paydowns on investment securities available for sale 6,645 8,730 Proceeds from the maturity of and principal paydowns on mortgage- backed securities held to maturity - 171 Proceeds from the maturity of and principal paydowns on mortgage- backed securities available for sale 2 075 1,530 Purchase of investment securities available for sale (9,962) (14,559) Purchase of mortgage-backed securities available for sale (16,357) (2,892) Purchase of interest in low-income housing project (2,865) (250) Net increase in loans and leases (2,958) (15,604) Capital expenditures (578) (183) Proceeds on sale of fixed assets - 23 Proceeds on sale of repossessed assets 156 - --------- --------- NET CASH USED BY INVESTING ACTIVITIES (19,218) (14,037) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Net decrease in demand deposits and savings accounts (8,667) (21,717) Net increase in time deposit accounts 2,255 17,178 Net increase in other borrowings - 11,338 Net increase (decrease) in short-term borrowings 5,160 (8,174) Purchase of treasury stock (167) (294) Proceeds from sale of treasury stock 651 233 Dividends (472) (1,285) --------- --------- NET CASH USED BY FINANCING ACTIVITIES (1,240) (2,721) --------- --------- Net decrease in cash and cash equivalents (17,327) (11,554) Cash and cash equivalents at beginning of year 54,805 35,656 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 37,478 $ 24,102 ========= ========= Supplemental disclosures: Cash paid for income/franchise taxes $ 197 $ 80 Cash paid for interest $ 6,627 $ 5,582 Investment securities transferred from available for sale to public charitable trust $ 220 $ - Other borrowings transferred to short-term borrowings $ 5,000 $ - See accompanying notes to consolidated financial statements. HEARTLAND FINANCIAL USA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands) 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 financial statements for the fiscal year ended December 31, 1995, included in the Company's Form 10-K filed with the Securities and Exchange Commission on March 29, 1996. Accordingly, footnote disclosure which would substantially duplicate the disclosure contained in the audited consolidated financial statements has been omitted. The financial information of Heartland Financial USA, Inc. (the "Company") included herein is prepared pursuant to the rules and regulations for reporting on Form 10-Q. Such information reflects all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of results for the interim periods. The results of the interim period ended March 31, 1996, are not necessarily indicative of the results expected for the year ending December 31, 1996. On March 4, 1996, the Company's Board of Directors declared a two- for-one stock split in the form of a 100% stock dividend to shareholders of record on March 14, 1996, payable on March 29, 1996. Accordingly, all share and per share data have been restated to reflect the stock split. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The Company'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, fees and gains on loans and trust income, also affects the Company's results of operations. The Company's principal operating expenses, aside from interest expense, consist of compensation and employee benefits, occupancy and equipment costs and provision for loan and lease losses. Net income totaled $2,278,000 or $.48 per common share for the quarter ended March 31, 1996, an increase of $588,000 (34.79%) from the first quarter of 1995 total of $1,690,000 or $.35 per common share. Much of this increase in net income resulted from a gain of $1,174,000 on the sale of stock held in the investment portfolio at First Community Bank, FSB ("FCB"), one of the Company's bank subsidiaries. This gain impacted per common share earnings by $.16. Also recorded during the first quarter of 1996 was the writedown of a $469,000 loan at FCB. NET INTEREST INCOME Net interest income was $5,810,000 and $5,772,000 for the three month periods ended March 31, 1996 and 1995, respectively, an increase of .66%. Net interest income to average earning assets on a fully tax equivalent basis was 3.86% for the three month period ended March 31, 1996, as compared to 4.28% for the three month period ended March 31, 1995. This reduction was primarily attributable to higher funding costs and lower reinvestment rates on investment portfolio additions. NONINTEREST INCOME Noninterest income was $2,646,000 for the three months ended March 31, 1996, and $1,226,000 for the same period in 1995, an increase of $1,420,000 (115.82%). The largest component of this increase was the $1,246,000 change in investment security gains from $76,000 during the first quarter of 1995 to $1,322,000 during the same period in 1996. Of these gains, $1,174,000 resulted from the sale of Federal Home Loan Mortgage Corporation common stock held in the investment portfolio at FCB. As interest rates declined during 1994, this stock experienced tremendous appreciation and, in anticipation of rising interest rates in 1996, management decided to sell the stock to reduce the interest rate risk within their investment portfolio. Service charges totaled $566,000 and $489,000 for the three month periods ended March 31, 1996 and March 31, 1995, respectively, an increase of $77,000 (15.75%). The addition of new merchants in the credit card processing area was primarily responsible for this increase. Trust fees increased $45,000 (11.69%) for the quarter ended March 31, 1996, compared to the same period in 1995. This increase is attributable to growth in assets under management due to investment performance and the development of new trust relationships through continued marketing efforts. Total trust assets under management grew $28,616,000 (9.89%) from $289,391,000 at December 31, 1995, to $318,007,000 at March 31, 1996. Brokerage commissions remained relatively flat at $35,000 for the three month period ended March 31, 1996. Commissions for the same period in 1995 totaled $37,000. During the three month period ended March 31, 1996, insurance commissions also remained flat at $154,000 compared to $159,000 for the same period in 1995. Gains on sales of loans increased $23,000 (460.00%) from $5,000 for the quarter ended March 31, 1995, to $28,000 for the same period ended March 31, 1996. This increase was reflective of consumers' renewed interest in fixed rate fifteen- and thirty- year loans which the Company sells into the secondary market while retaining servicing of the loans. The majority of the $36,000 (48.00%) increase in other income from $75,000 for the three month period ended March 31, 1995, to $111,000 for the same period in 1996, was attributable to increases in the cash surrender value of life insurance policies on officers of the Company. NONINTEREST EXPENSE Noninterest expense increased from $4,493,000 for the three months ended March 31, 1995, to $4,745,000 for the same period in 1996, an increase of $252,000 (5.61%). Salaries and employee benefits, the largest component of noninterest expense, increased $260,000 (10.26%) for the periods under comparison. This increase was primarily the result of personnel additions associated with the October 16, 1995, opening of the Company's de novo bank, Riverside Community Bank ("RCB"), in Rockford, Illinois. Occupancy expense for the period ended March 31, 1996, was $283,000 compared to $272,000 for the same period in 1995, an increase of $11,000 (4.04%). Furniture and equipment expense decreased $29,000 (8.38%) from $346,000 during the first three months of 1995 to $317,000 during the same period in 1996. Fees paid for outside services remained stable at $255,000 for the quarter ended March 31, 1996, as compared to the first quarter 1995 total of $251,000. FDIC insurance premium expense decreased $237,000 (82.58%) to $50,000 for the three month period ended March 31, 1996, compared to $287,000 for the same period in 1995. This decrease was the result of a reduction in the deposit insurance assessments charged to members of the Bank Insurance Fund ("BIF")from a range of .23% to .31% of deposits for the semi-annual assessment period which began January 1, 1995 to a range of $1,000 to .27% of deposits for the semi-annual assessment period which began January 1, 1996. Three of the Company's four banks were affected by this reduction. FCB, a federal savings bank, is a member of the Savings Association Insurance Fund, ("SAIF"). Because the SAIF reserves do not yet equal the statutorily designated reserve ratio of 1.25% of total SAIF-insured deposits, the FDIC is prohibited by federal law from reducing SAIF deposit insurance assessments to the levels currently charged members of the BIF. As a result, SAIF assessments for the semi-annual assessment period which began January 1, 1996, remain at the range of .23% to .31% of deposits, the same range in effect for the semi-annual assessment period which began January 1, 1995. Advertising and public relations expense experienced the largest single percentage increase within the noninterest expense category, rising $176,000 (101.15%) during the quarter ended March 31, 1996, to $350,000 from $174,000. The primary component of this increase was the contribution of stock from FCB's investment portfolio to a public charitable trust at a cost basis of $220,000 with an associated market value of $820,000. During the first quarter of 1995, the Company increased advertising expense to publicize the opening of the building addition at its lead bank subsidiary, Dubuque Bank and Trust Company. Other operating expenses for the three month periods ended March 31, 1996 and 1995, were $696,000 and $629,000, respectively, an increase of $67,000 (10.65%). This increase was attributable to expenses incurred due to growth within the merchant credit card processing area and the opening of RCB. INCOME TAX EXPENSE Income tax expense for the first three months of 1996 increased 14.91% over the same period in 1995, primarily as a result of corresponding increases in pre-tax earnings. The Company's effective tax rate declined from 26.10% for the three month period ended March 31, 1995, to 23.14% for the same period in 1996. Components of this change were additional tax credits associated with the investment in low-income housing projects and the previously discussed contribution of appreciated property to a public charitable trust. FINANCIAL CONDITION LOANS AND PROVISION FOR LOAN AND LEASE LOSSES Net loans and leases remained stable at $449,967,000 at March 31, 1996, when compared to the December 31, 1995, total of $449,325,000. Commercial loans experienced modest growth of $1,765,000 (.92%) during the first quarter of 1996, rising from $191,866,000 at December 31, 1995, to $193,631,000 at March 31, 1996. Agricultural loans were $59,535,000 at March 31, 1996, another modest increase of $446,000 (.75%) over the December 31, 1995, balance of $59,089,000. Real estate loans decreased $1,492,000 (.94%) from the December 31, 1995, balance of $158,324,000 to the March 31, 1996, balance of $156,832,000. Consumer loans experienced growth of $904,000 (2.32%), increasing to $39,892,000 at March 31, 1996, from $38,988,000 at December 31, 1995. Due to reduced demand for lease financing during the first quarter and to scheduled paydowns, the Company's lease financing balances declined $637,000 (7.47%) to a total of $7,893,000 at March 31, 1996. The adequacy of the allowance for loan and lease losses is determined by management using factors that include the overall composition of the loan portfolio, types of loans, past loss experience, loan delinquencies, and potential substandard and doubtful credits. The adequacy of the allowance for loan and lease losses is monitored by the loan review staff, senior management and the Board of Directors. The increase in the allowance for loan and lease losses to an amount in excess of six times nonperforming loans and leases is due to a number of factors considered by the Loan Review Committee. Included were the following: i) a continued increase in higher-risk and more- complex commercial and agricultural loans from relatively lower- risk real estate loans; ii) the economies of the Company's primary market areas have been stable since 1989 and the growth of the allowance is intended to anticipate the cyclical nature of most economies; and iii) an increase in the amount of charge-offs for the first time since 1992. The Company's provision for loan and lease losses was $747,000 for the three months ended March 31, 1996, compared to $218,000 for the same period in 1995. Net charge-offs were $435,000 and $364,000 during the first quarter of 1996 and 1995, respectively. Included in the first three months of 1996 chargeoffs is the $469,000 writedown on a loan at FCB. The allowance for loan and lease losses as a percentage of total loans was 1.29% as of March 31, 1996, and 1.23% as of December 31, 1995, and March 31, 1995. Nonperforming loans, defined as nonaccrual loans and loans past due ninety days or more, declined from $1,203,000 at December 31, 1995, to $981,000 at March 31, 1996, a decrease of $222,000 (18.45%). Other real estate owned totaled $598,000 at March 31, 1996, a decrease of $41,000 (6.41%), from the December 31, 1995, total of $640,000. SECURITIES The dual objectives of the investment portfolio are to provide the Company with sources of both liquidity and earnings. Investment securities represented $159,276,000 or 23.58% of total assets at March 31, 1996, as compared to $148,226,000 or 21.88% at December 31, 1995. This $11,050,000 (7.46%) change is representative of the decreased demand for loans. The available for sale securities portfolio of $145,857,000 at December 31, 1995, increased $11,091,000 (7.60%) to $156,948,000 at March 31, 1996. Specifically, U.S. treasury and agency securities increased $1,773,000 (15.42%) to $13,274,000 at March 31, 1996, from the December 31, 1995, total of $11,501,000. Mortgage-backed securities increased $13,716,000 (34.77%) to $53,169,000 at March 31, 1996 from $39,453,000 at December 31, 1995. Municipal obligation securities decreased $956,000 (4.68%) to $19,457,000 at March 31, 1996, due to maturities and scheduled calls. Other securities totaled $16,565,000 at March 31, 1996, a decrease of $3,296,000 (16.60%), from the December 31, 1995, total of $19,861,000 and included equity securities, corporate bonds and bankers acceptances. Amortized cost of securities held to maturity was $2,328,000 at March 31, 1996, a modest decrease of $41,000 (1.73%) from the December 31, 1995, total of $2,369,000. This decrease was due to scheduled maturities and calls. DEPOSITS AND BORROWED FUNDS Total deposits were $528,175,000 at March 31, 1996, a decline of $6,412,000 (1.20%) from the December 31, 1995, total of $534,587,000. Demand deposits experienced the largest percentage decrease, 14.54% ($7,166,000), ending the period at $42,117,000. Much of this reduction can be attributed to normal seasonal fluctuations in demand deposit accounts. Savings accounts experienced a slight decrease of $1,501,000 (.71%) to $209,352,000. Certificates of deposit were $276,706,000 at March 31, 1996, reflecting a modest $2,255,000 (.82%) increase over the December 31, 1995, total of $274,451,000. Short-term borrowings generally include federal funds purchased, securities sold under agreement to repurchase and short-term Federal Home Loan Bank ("FHLB") advances. These funding alternatives are utilized in varying degrees depending on their pricing and availability. As of March 31, 1996, the balance in this account had increased to $33,401,000 from the December 31, 1995, total of $23,241,000. This $10,160,000 (43.72%) increase was primarily attributable to growth in securities sold under agreement to repurchase and the transfer of $5,000,000 in FHLB borrowings from other borrowings to short-term borrowings due to approaching maturities. Other borrowings includes the Company's long-term FHLB funding which decreased to $40,400,000 at March 31, 1996 from the December 31, 1995, total of $45,400,000 due to the transfer of $5,000,000 to short-term borrowings. Total long-term FHLB advances had a weighted average remaining term of 3.77 years at a weighted average rate of 5.85% at March 31, 1996. CAPITAL RESOURCES Bank regulatory bodies have adopted capital standards by which all bank holding companies will be evaluated. Under the risk- based method of measurement, the resulting ratio is dependent upon not only the level of capital and assets, but the composition of assets and capital and the amount of off-balance sheet commitments. The Company's capital ratios were as follows for the dates indicated: CAPITAL RATIOS (Dollars in thousands) 3/31/96 12/31/95 Amount Ratio Amount Ratio ------ ----- ------ ----- Risk-Based Capital Ratios:(1) Tier 1 capital $ 60,867 13.05% $ 60,780 13.28% Tier 1 capital minimum requirement 18,650 4.00% 18,302 4.00% -------- ------ -------- ------ Excess $ 42,217 9.05% $ 42,478 9.28% ======== ====== ======== ====== Total capital $ 66,465 14.26% $ 66,165 14.46% Total capital minimum requirement 37,300 8.00% 36,603 8.00% -------- ------ -------- ------ Excess $ 29,165 6.26% $ 29,562 6.46% ======== ====== ======== ====== Total risk adjusted assets $466,248 $457,539 ======== ======== Leverage Capital Ratios:(2) Tier 1 capital $ 60,867 9.02% $ 60,780 9.47% Tier 1 capital minimum requirement(3) 33,750 5.00% 32,083 5.00% -------- ------ -------- ------ Excess $ 27,117 4.02% $ 28,697 4.47% ======== ====== ======== ====== Average adjusted assets (less goodwill) $674,998 $641,650 ======== ======== (1)Based on the risk-based capital guidelines of the Federal Reserve, a bank holding company is required to maintain a Tier 1 capital to risk-adjusted assets ratio of 4.00% and total capital to risk-adjusted assets ratio of 8.00% (2)The leverage ratio is defined as the ratio of Tier 1 capital to average adjusted assets. (3)Management of the Company has established a minimum target leverage ratio of 5.00%. Based on Federal Reserve guidelines, a bank holding company generally is required to maintain a leverage ratio of 3.00% plus additional capital of at least 100 to 200 basis points. Commitments for capital expenditures are an important factor in evaluating capital adequacy. Construction of a $2,200,000 bank facility in Galena, Illinois began during the third quarter of 1995 with anticipated completion by the fall of this year. This project will allow Galena State Bank and Trust Company to consolidate operations into one bank building and provide better accessibility and parking for bank customers. RCB continues construction of its $1,800,000 permanent facility with completion scheduled for this summer. An $800,000 branch facility is under construction on Keokuk's northwest side in direct response to potential growth opportunities. Completion is targeted for early this summer. Heartland continues to explore opportunities to expand its umbrella of independent community banks through mergers and acquisitions as well as de novo and branching opportunities. Future expenditures relating to these efforts are not estimable at this time. LIQUIDITY Liquidity measures the ability of the Company to meet maturing obligations and its existing commitments, to withstand fluctuations in deposit levels, to fund its operations and to provide for customers' credit needs. The liquidity of the Company 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. Net cash outflows from investing activities were $19,218,000 and $14,037,000 during the first three months of 1996 and 1995, respectively. Net principal disbursed on loans totaled $2,958,000 during the first quarter of 1996 compared to $15,604,000 for the same period in 1995. Proceeds from the maturity and paydowns on securities totaled $8,760,000 and $13,050,000 for the three month periods ended March 31, 1996 and 1995, respectively. Cash provided from the sales of securities decreased from $6,378,000 for the first quarter of 1995 to $4,589,000 for the same period in 1996. Cash used for the purchases of securities was $26,319,000 for the first three months of 1996 compared to $17,451,000 for the same period in 1995. Additional purchases of interests in low-income housing projects totaled $2,958,000 during the first quarter of 1996 compared to $250,000 during the first quarter of 1995. Cash outflows for financing activities decreased from $2,721,000 for the three month period ended March 31, 1995, to $1,240,000 for the same period in 1996. Cash used by a net decrease in demand deposits and savings accounts declined from $21,717,000 for the first quarter of 1995 to $8,667,000 for the same quarter in 1996. For the three month period ended March 31, 1996, cash provided by a net increase in time deposit accounts was $2,255,000 compared with $17,178,000 for the same period in 1995. Short-term borrowings experienced a net decrease of $8,174,000 during the three month period ended March 31, 1995, compared to a net increase of $5,160,000 during the same three month period in 1996. Other borrowings experienced a net increase of $11,338,000 during the first quarter of 1995 and no change during the same period in 1996. In the event of short term liquidity needs, the Company may purchase federal funds from correspondent banks. The Company may also borrow funds from the Federal Reserve Bank of Chicago, but has not done so during the periods covered in this report. The Company also sells securities under agreements to repurchase. These agreements, which are principally to local businesses, have been utilized by Dubuque Bank and Trust Company as a funding mechanism for several years. Finally, the Company's subsidiary banks' memberships in the FHLB System have given them the ability to borrow funds from the FHLBs of Des Moines and Chicago for short- and long-term purposes. Total cash inflows from operating activities exceeded outflows during the first quarter of 1996 by $3,131,000 and $5,204,000 during the first quarter of 1995. 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. PART II ITEM 1. LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Company or its subsidiaries is a party other than ordinary routine litigation incidental to their respective businesses. ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibits None Reports on Form 8-K None 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) By: /s/ Lynn B. Fuller ----------------------- Lynn B. Fuller By: /s/ John K. Schmidt ----------------------- John K. Schmidt Dated: May 14, 1996