form8k011410.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 of 15(d) of
The
Securities Exchange Act of 1934
Date of
Report: January 14, 2010
(Date of
earliest event reported): January 14, 2010
Heartland
Financial USA, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
(State or
jurisdiction of incorporation)
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0-24724
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42-1405748
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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1398
Central Avenue, Dubuque, Iowa
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52001
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(Address
of principal executive offices)
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(Zip
Code)
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(563)
589-2100
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2 below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02 Results of Operations and Financial Condition
Due to
general economic conditions in its Arizona and Montana markets, Heartland
Financial USA, Inc. determined that a valuation of the goodwill at its banks in
those markets was appropriate and utilized the assistance of independent third
party valuation experts to value the goodwill of those banks. As a result of
these valuations, Heartland expects to record a goodwill impairment charge in
the fourth quarter 2009. This non-cash charge, anticipated to be in the range of
$12.0 to $13.0 million, will reduce the carrying value of the goodwill Heartland
recorded in connection with acquisitions made in previous years. Prior to the
impairment charge, Heartland’s goodwill was $ 40.2 million or 1% of total
assets. As a result of the goodwill impairment charge, Heartland expects to
report a net loss between $7.5 and $8.5 million for the fourth quarter 2009 and
net income between $5.5 and $6.5 million for the year 2009. Net income (loss)
available to common stockholders is estimated to be a net loss between $8.8 and
$9.8 million for the fourth quarter 2009 and net income between $0.5 and $1.5
million for the year 2009. As of year-end 2009, nonperforming assets, exclusive
of those covered under loss sharing agreements, were approximately $110
million.
The
goodwill impairment charge is a non-cash accounting adjustment that does not
affect cash flows, liquidity or tangible capital. As goodwill is excluded from
regulatory capital, the impairment charge will not impact Heartland’s
or its bank subsidiaries’ regulatory capital ratios, all of which will continue
to be classified as “well-capitalized” under regulatory standards. The goodwill
impairment charge will be classified as a noninterest expense item and will not
be tax-deductible.
Heartland
expects to release its results for the year, and three months ended, December
31, 2009 on January 25, 2010.
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 hereunto
duly authorized.
Date: January
14, 2010
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HEARTLAND
FINANCIAL USA, INC.
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By:
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/s/
John K. Schmidt
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Executive
Vice President, COO & CFO
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