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Old Second BancorpAfter 20 Years of Service, we thank and honor Executive Vice President and Chief Financial Officer, George R. Smith, for his dedication, leadership and wisdom. Good luck in your upcoming retirement! 2014 Annual Report Heartland BancCorp Parent Company of Heartland Bank A message from the President G. Scott McComb April 2, 2015 Dear Fellow Shareholders, Great teams win together! I am pleased to report that 2014 was another banner year for Heartland BancCorp as assets, profitability, our branch system, and dividends all grew. We continue to tell the Heartland Story and garner support of yOur communities through the promotion of HLAN BancCorp stock as an investment in the local capital. Our local economy continues to grow following job creation and the natural benefits found in the great state of Ohio. We continued growth of our team of community bankers from within and are gaining national and local accolades for our results. This year we honor and thank George Smith for his dedication and loyal service to our company as he enters retirement. The central Ohio economy has continued to expand through revitalization, the creation of new jobs, a bustling service economy, and the continued success of the region. Retaining more of Ohio’s young adults has led to expansion of businesses inside the city’s core, sparking growth in formerly underdeveloped areas of town. The addition of jobs in the shale oil and natural gas industries in eastern Ohio has produced increased cash flow for residents who in turn make Columbus’ economy thrive. Logistics activities and the Fortune 1000 companies in the area have had another good year boding well for the local economy. This creates an environment for growth and opportunity to cultivate relationships, which we have been successful in capitalizing on this year. Asset growth of 18%, profit growth of 13%, deposit growth of 9% and dividend growth of 5% made for a great year. The bank also continued its branch expansion with the establishment of a facility in Pickerington which opened in early 2015. More financial information and performance ratios can be found on the next page. Even a third string quarterback can be a superstar when you surround him with talent - just ask anyone in the nation after our Buckeyes’ performance in the National Championship game last year. Our team’s continued ability to grow talent from within is paying dividends while retaining and growing customers. Heartland was honored to be recognized as one of “Central Ohio’s Best Places to Work” by Columbus Business First Magazine. We also continued a four year presence in the nation’s Top 200 Community Banks and Thrifts List by American Banker Magazine, coming in at #86. Our bankers call it the “Heartland Way” and strive hard to hold one another accountable for quality and excellence in their daily duties. Our people are our core strength and working together, they are a very effective community bank team. Each knows their role, that we are in this together, that together we all achieve more, and our clients and shareholders come first. Until now, the bank’s Founder, Tiney M. McComb, has been the only person featured on the cover of this annual report. I thought it very appropriate to honor George R. Smith on the cover of this 2014 Annual Report as he enters retirement after 20 years of service to Heartland Bank. All those years ago, Tiney needed a partner he could count on to lead the entire operations and accounting areas of the bank. He needed someone who would work hard and selflessly serve the shareholders, manage risk and costs, as well as provide the analytical counterpart to complement Tiney’s sales, growth and marketing acumen. George has served us with an impeccable record of accuracy and professionalism, a revered style of diplomacy and tact, and compassion for his team. On behalf of Heartland Bank and Heartland BancCorp, thank you George and Lynne Smith. As our Buckeyes have taught us, we can lose a key player and still be on top if the team believes in itself and acts in concert as one. Next community banker up. Thank you for investing in yOur community and for your continued patronage and support. Sincerely, G. Scott McComb Chairman, President and CEO THE YEAR IN REVIEW 75% Deposit Growth in Downtown Market 2014 Best Places to Work List by Columbus Business First Magazine Commercial Loan Production #86 on 2014 Top 200 Community Banks & Thrifts List State of Ohio Ranking #5 SBA Production List 504 & 7A Loans Opened second satellite office at Worthington Christian Village Launched Mobile Deposit Make Deposits Anytime. Anywhere. Sign. Snap. Deposit from any mobile phone. Named #2Fastest Growing Bank (year over year by Deposit Growth Percentage) by Columbus Business First Magazine Bauer 5-Star Superior Rating Highest ranking for financial strength and security. SBA 504 Bank of the Year Economic Development For Fiscal Year 2014 for their support of Small Business Lending and the U.S. SBA 504 Loan program CCDC Community Capital Development Corporation $140 M $120 M $100 M $80 M $60 M $40 M $20 M 2012 2013 2014 Downtown Branch Relocation 101 South High Street n o i t a r i p s n I d n a n o i t c e r i D 2014 FINANCIAL REVIEW This past year marked an unequaled period of operations in which Heartland BancCorp earned near record levels of net income and earnings per common share. Net income for the year increased 17% to $6.1 million or $3.87 per diluted share, an increase of $.53 or 16% from $3.34 per share in the prior year. Return on average assets and average equity were .99% and 10.57% respectively for the year and compare to .91% and 9.54% for the prior year. The improved operating results were further driven by continued improvement in asset quality, resulting in the reduction of the loan loss provision expense by $715 thousand, down 36% compared to the previous year. The year ended with strong liquidity and exceeded all levels of regulatory capital requirements. Capital levels were further strengthened during 2014 as the result of these higher earnings. Overview of Operations: Net interest income (before provision for loan loss) for the year ended December 31, 2014 was $22.8 million, up 10% or $2.1 million compared to 2013. Interest income of $25.7 million for 2014 increased $1.8 million or 8% while interest expense on deposits and borrowings declined $249 thousand or 8% in 2014 compared to 2013. The 8% decline in interest expense in 2014, compared to 2013, results from changing our deposit mix to a higher level of transaction accounts, resulting in lower cost deposits coupled with favorable deposit pricing in a lower sustained interest rate environment, reducing both deposit and borrowing costs. The expectation of an improving economy and continuing lower level of non-accrual loans, combined with the need to establish reserves for loan growth, led Heartland Bank to record a provision for loan loss of $1.3 million in 2014. The addition to our allowance for loan loss, less $581 thousand of net loan charge-offs, resulted in a net increase of $674 thousand to the allowance which ended the year at $5.4 million. The allowance as a percent of loans outstanding was 1.07% at the end of 2014 representing a decline of 4% from 1.11% at the end of 2013. Net interest income after provision for loan loss totaled $21.6 million, up $2.8 million or 15% in 2014 compared to 2013 as a result of the combined factors noted above. Noninterest income of $3.1 million for 2014 declined $541 thousand or 15% compared to 2013. The lower level of non-interest income in 2014 was due primarily to net gains realized on the sale of available-for-sale investment securities from the Bank’s investment portfolio totaling $687 thousand in 2013, which was $550 thousand higher than gains from the sales of securities of $137 thousand in 2014. Noninterest expense was $16.3 million for 2014, up $752 thousand or 5% over non-interest expense of $15.6 million in the prior year. Total salary and employee benefit expense increased $937 thousand or 11.2% in 2014 compared to 2013. The higher employee related expense increased staffing was due substantially to in the lending area supporting the 18% total loan growth in 2014. State of Ohio Financial Institutions taxes totaling $373 thousand in 2014 declined $246 thousand or 40% reflecting the change from the former State of Ohio Franchise taxes which totaled $620 thousand in 2013. FDIC insurance premiums declined $137 thousand or 29% reflecting improved loan quality in 2014 versus 2013. Financial Condition: Total assets outstanding increased significantly during 2014, ending the year at $649.7 million, up $69.3 million or 12% over December 31, 2013 assets of $580.4 million. Net Loans outstanding as of December 31, 2014 were $498.6 million up $75.7 million or 18% from $423.0 million at loans December 31, 2013. Total Commercial increased $74.6 million, up 24% as of December 31, 2014. Commercial (non-real estate) loans totaled $45.7 million, up 16%, while commercial real estate loans of $333.4 million increased 26% during 2014. Retail loans outstanding at December 31, 2014 totaled $124.9 million, an increase of 2% over 2013. Residential real estate loans of $91.1 million at December 31, 2013 grew 3% during 2014 compared to growth of $11.2 million or 11% in 2013 reflecting a lower level of refinance activity in 2014 compared to 2013. Overall asset quality continued to improve during 2014 with non-performing assets declining to .82%, down 48 basis points from 1.30% as of December 31, 2013. Heartland funds earning asset growth through its branch network’s ability to generate deposit relationships, while borrowings have historically been maintained at insignificant levels. Total deposits at December 31, 2014 were $556.2 million, up 13% from $490.8 million at December 31, 2013. A key element of Heartland’s deposit strategy continues to be focused on growing commercial and retail transaction accounts while continuing to reduce our dependence on public funds and larger non-core certificate of deposit accounts. Shareholders’ Equity: Total shareholders’ equity remained strong, growing 12% to $60.7 million from $54.2 million at year-end 2013. Based upon shares outstanding, the book value of Shareholders’ equity increased 12% from $35.00 at year-end 2013 to $39.05 per share at December 31, 2014. Among the financial strengths of Heartland BancCorp is its capital position, which exceeds regulatory guidelines and compares favorably to our peers and other Ohio based banks. Tier 1 leverage, Tier 1 risk based and Total risk based capital ratios were 9.11%, 12.71%, and 13.86% respectively as of December 31, 2014. Regulatory requirements for a “well-capitalized bank” are 5%, 6%, and 10% for Tier 1 leverage; Tier 1 risk based and Total risk based capital ratios respectively. In 2014, Heartland BancCorp paid a dividend of $1.40 per share, representing a yield of 3.60% on the weighted average market price of $38.93 per share for 2014. Dividends paid resulted in a dividend payout ratio of 36.21% for 2014. Heartland BancCorp Consolidated Balance Sheets December 31, 2014 and 2013 Heartland BancCorp Consolidated Statements of Income Years Ended December 31, 2014 and 2013 Assets Cash and cash equivalents Available-for-sale securities Held-to-maturity securities, fair value $6,914,217 and $6,928,702 at December 31, 2014 and 2013, respectively Loans, net of allowance for loan losses of $5,350,637 and $4,676,231 at December 31, 2014 and 2013, respectively Premises and equipment Nonmarketable equity securities Foreclosed assets held for sale Interest receivable Goodwill Deferred income taxes Other Total assets Liabilities and Shareholders’ Equity Liabilities Deposits Demand 2014 2013 Interest Income $ 22,561,068 $ 15,943,266 101,479,692 112,421,722 Loans Securities Taxable Tax-exempt 6,454,963 6,626,777 Other 498,585,125 422,967,223 12,653,144 11,969,597 2,655,439 108,082 1,803,108 417,353 1,881,258 1,083,056 1,889,950 1,616,294 1,807,632 417,353 2,600,821 2,097,943 $ 649,682,288 $ 580,358,578 Total interest income Interest Expense Deposits Borrowings Total interest expense Net Interest Income Provision for Loan Losses Net Interest Income After Provision for Loan Losses Noninterest income Service charges Net Gains and commissions on loan sales Net realized gains on sales of available-for-sale securities Net realized gain/(loss) on sales of foreclosed assets $ 108,394,566 $ 82,076,014 Other 2014 2013 $ 22,767,132 $ 20,600,599 1,256,494 1,626,882 47,837 1,454,271 1,792,899 42,375 25,698,345 23,890,144 2,834,757 2,868,355 16,601 232,171 2,851,358 3,100,526 22,846,987 1,255,000 21,591,987 20,789,618 1,970,000 18,819,618 1,980,529 1,949,909 121,695 136,701 209,901 657,126 70,045 687,248 (29,129) 968,914 Saving, NOW and money market 203,367,315 188,825,641 Total noninterest income 3,105,952 3,646,987 Time Total deposits Short-term borrowings Interest payable and other liabilities Total liabilities 244,394,645 219,921,798 556,156,526 490,823,453 28,395,316 4,421,322 31,136,220 4,152,059 588,973,164 526,111,732 Shareholders’ Equity Common stock, without par value; authorized 5,000,000 shares; issued 2014 - 1,554,457 shares, 2013 - 1,549,922 shares Retained earnings Accumulated other comprehensive income (expense) Total shareholders’ equity 23,558,806 36,160,565 989,753 60,709,124 23,355,806 32,287,838 (1,396,798) 54,246,846 Total liabilities and shareholders’ equity $ 649,682,288 $ 580,358,578 Book value per share $ 39.05 $ 35.00 Noninterest Expense Salaries and employee benefits Net occupancy and equipment expense Data processing fees Professional fees Marketing expense Printing and office supplies State financial institution tax FDIC Insurance premiums Other Total noninterest expense Income before Income Tax Provision for Income Taxes Net Income Basic Earnings Per Share Diluted Earnings Per Share 9,294,269 1,706,778 1,018,464 772,812 598,036 165,248 373,224 342,089 2,060,441 16,331,361 8,366,578 2,285,364 $ 6,081,214 $ $ 3.92 3.87 8,357,754 1,780,983 926,392 785,666 346,260 161,958 619,566 478,982 2,121,609 15,579,170 6,887,435 1,671,275 $ 5,216,160 $ $ 3.38 3.34 e c n e l l e c x E d n a e c n a m r o f r e P TAKING STOCK IN HEARTLAND When you buy shares in Heartland BancCorp, you’re supporting an entire community and a trusted institution that shares your values of hard work, personal commitment, community support and sound financial practices. KEEPING YOUR COMMUNITY SMILING Joyce Strong Joyce Strong Ministries “I opened my ministry account at Heartland Bank as soon as we moved here in 2000. Heartland immediately became my ‘banking family’. The bank is not only a respectful and professional business partner, but a good friend. Banking at Heartland is hassle-free! The staff members at the Gahanna branch sort out the foreign wires I have to send to support the orphanage in Kenya as well as pay for book translations and printing in Africa and Russia. Even though my ministry is small, Heartland places high value on me and my needs as a client. I could not ask for a more pleasant, professional and personal place to do my banking!” Invest in yOur community. Heartland BancCorp Total Return Performance Heartland BancCorp Total Return Performance Heartland BancCorp SNL Bank Pink >$500 M SNL Midwest Bank 275 250 225 200 175 150 125 100 l e u a V x e d n I 12/2010 12/2011 12/2012 12/2013 12/2014 This graph depicts the yearly percentage change in Heartland BancCorp’s cumulative total shareholder return against the cumulative return of the SNL Bank Pink Sheet index of banking institutions over $500 million in total assets and the SNL Midwest Bank index over the last 5-year fiscal periods. Calculations include the reinvestment of dividends and are indexed to the base year measurement point (closing price on the last trading day before the beginning of the registrant’s fifth preceding fiscal year). Heartland BancCorp SNL Bank Pink >$500 M SNL Midwest Bank 275 250 225 200 175 150 125 100 l e u a V x e d n I 12/2010 12/2011 12/2012 12/2013 12/2014 This graph depicts the yearly percentage change in Heartland BancCorp’s cumulative total shareholder return against the cumulative return of the SNL Bank Pink Sheet index of banking institutions over $500 million in total assets and the SNL Midwest Bank index over the last 5-year fiscal periods. Calculations include the reinvestment of dividends and are indexed to the base year measurement point (closing price on the last trading day before the beginning of the registrant’s fifth preceding fiscal year). HLAN Heartland BancCorp is currently quoted on the-over-the-counter (OTC) Bulletin Board Service under the symbol HLAN. INTERESTED IN BECOMING A SHARE- HOLDER? To learn more about Heartland BancCorp shares, please contact one of the following: • Scott McComb, Chairman, President and CEO of Heartland Bank or Jennifer Eckert, Vice President, Compliance Officer and Corporate Secretary (614) 337-4600 • Your Financial Advisor • Heartland Investment Services (614) 839-2265 HEARTLAND BANCCORP Visit us online at ir.HeartlandBank.com Statements made are a reflection of past performance of the bank and holding company and should not be considered a projection of future performance. Investments involve varying degrees of risk, including possible loss of principal. Funds held in corporate stock are not considered a deposit of the bank or bank holding company, not guaranteed by the bank or holding company and are not insured by the FDIC or any government agency and may lose value. Claudia Foss District Manager at Arbonne International Eric Bean Owner and Brewmaster Columbus Brewing Company Tom P. Halliday, DVM Owner of Animal Care Center at Cherry Way Mark Ruff Owner Ruff Farms in Circleville “Heartland Bank was the perfect choice for us! Unlike the national banks we’ve used before, Heartland has a quicker response time and we’ve become dependent on the personal relationships we’ve developed with many of their employees and even with the President of the bank, Scott McComb. We also like the fact that Heartland Bank was founded on a rural infrastructure and has a grass- roots community feel.” “We had a vision for the future of our company, but no plan. Heartland Bank helped us realize what was possible and then worked with us to make it happen. Heartland is not just our bank, they are our partners!” “I financed my practice through Heartland Bank. Their competitive rates and terms, along with the excellent customer service, have allowed me to grow and improve my practice with the confidence that they are looking after my interests.” “One of the things that I am very impressed with is the high level of service and products that are available, like that of a large bank, but Heartland has the feel of a small-town community bank with its personable, helpful, and courteous staff. The people of Heartland make you feel good about banking there.” y t l a y o L d n a t n e m t i m m o C Columbus Crew SC Partnership Successful launch of Crew SC branded debit and credit card programs Cheer on the Crew MasterCard promotion with $5,000 prize awarded at final match of Crew SC season Partner Activation of the Year Award Endorsement with Crew SC Midfielder Wil Trapp #20, Heartland’s inaugural professional spokesperson CONNECTING WITH OUR COMMUNITIES Heartland Bank Sponsored Events A Tradition of Giving Grove City Arts in the Alley CD102.5 For The Kids Hartford Fair Columbus Crew Soccer Foundation Pelotonia Relay For Life Johnstown Fireman’s Festival Croton Church of Christ Food Pantry Reynoldsburg Helping Hands Food Pantry North Market’s Craft Brew Festival Reynoldsburg Tomato Festival Summer Jam at Westgate Park Dublin Food Pantry Faith Mission Schilling Family Fundraiser for Juvenile Diabetes St. Matthews Catholic Church - Gahanna Foundation for Appalachian Ohio Steps for Sarcoma Westerville Music & Arts Festival Freedom School, Croton Susan G Komen Race For The Cure Employee Initiatives 104.9 The River’s Mission Backpack Gahanna Residents in Need (G.R.I.N.) The Open Shelter Grove City Food Pantry Emergency Services, Inc. UNCF Walk for Education Johnstown Food Pantry United Way of Central Ohio 17th annual Heartland Bank Charity Golf Classic Licking County Animal Shelter Girl Scouts Financial Literacy Johnstown Monroe’s Searfoss Elementary School 4th grade Financial Literacy 8th Annual Money Matters Free Financial Summit Tiney’s Team Pelotonia ride for cancer research Silent Auction at annual Holiday Party to benefit local food banks and non-profits LifeTown Lessons for Life Lutheran Social Services Food Pantry March of Dimes - March for Babies Masonic Learning Centers for Children with Dyslexia Ohio 4-H Celebration of Youth PALS, A Chrysalis Health Company Victory Ministries for Children’s Outreach Program Westerville Area Resource Ministry (W.A.R.M.) C lassic f y G o l t i r 17t h C h a 2014 at a Glance Episode of History Channel’s ‘America Unearthed’ taped at corporate office in Gahanna Heartland Bank RV made appearances at both Ohio State football and Columbus Crew SC games, local parades and festivals, and youth soccer events in central Ohio Participated in Farm Science Review in London, Ohio, to launch Agribusiness program COLUMBUS CREW SC FOUNDATION check presentation HEARTLAND BANK RV at Gahanna Lions Club Fourth of July Parade CEREAL BOX COLLECTION for Gahanna Residents in Need TEACHING FINANCIAL LITERACY at Searfoss Elementary School FARM SCIENCE REVIEW Agribusiness Program Kick-off WESTERVILLE MUSIC & ARTS FESTIVAL WIL TRAPP Columbus Crew SC #20 MONEY MATTERS Heartland’s Free Financial Summit 75-100 MILE PELOTONIA RIDE to support cancer research t n e m e v o v n l I d n a s s e r g o r P HEARTLAND BANK SENIOR MANAGEMENT Our Senior Management team represents what Heartland Bank is all about: people and the relationships we build as a community bank. Each member not only brings detailed insight, knowledge and expertise to Heartland Bank, but also a passion for helping our customers and communities plan, grow and succeed. HEARTLAND BANCCORP AND BANK DIRECTORS Arthur G.H. Bing M.D., Plastic & Reconstructive Surgeon (Not Pictured) William A. Dodson, Jr., EVP/Community Relations Director, Rhema Christian Center Steven C. Hines EVP, Chief Operating Officer George R. Smith EVP, Chief Financial Officer Carrie L. Almendinger Senior VP, Controller David P. Curby Senior VP, Mortgage Lending Jay B. Eggspuehler, Esq., Isaac Wiles Jodi L. Garrison, CPA, Partner, Hirth, Norris & Garrsion, LLP John R. Haines, Retired, John R. Haines Insurance Agency David C. Kotary, Senior Vice President, Brower Insurance Gerald K. McClain, President, The Jerry McClain Company, Inc. G. Scott McComb, Chairman, President and CEO Robert C. Overs, EVP & COO, Technical Rubber Company, Inc. Gary D. Paine, Owner, Pilot Freight Services William J. Schottenstein, Principal, Arshot Investment Corporation Richard A. Vincent, President & CEO, Osteopathic Heritage Foundation and Osteopathic Heritage Foundation of Nelsonville DIRECTORS EMERITUS I. Robert Amerine, Chairman, American Apex Corporation Jack J. Eggspuehler, President, Aerosafe, Inc. Tiney M. McComb, Founder, Heartland BancCorp Cheryl C. Poulton, Executive Chairman, Tech International HEARTLAND BANCCORP OFFICERS G. Scott McComb, Chairman, President and CEO Jay B. Eggspuehler, Esq., Vice Chairman Jodi L. Garrison, Secretary G. Scott McComb Chairman, President and CEO Board of Directors George R. Smith, Executive Vice President, Chief Financial Officer William A. Daily, Jr. Senior VP, Commercial Lending Manager Benjamin J. Babcanec VP, Retail Sales Manager Joseph A. Duffey VP, Director of Credit Administration Jennifer L. Eckert VP, Compliance Officer, Corporate Secretary Ashley A. Trout VP, Retail Operations Manager Mindy N. King AAO, Director of Human Resources Gretchen A. Hof AO, Director of Marketing Mark J. Posey VP, Director of Investment Services, Heartland; Investment Executive, Infinex HEARTLAND INVESTMENT SERVICES Mark J. Posey VP, Director of Investment Services, Heartland; Investment Executive, Infinex HEARTLAND INSURANCE SERVICES Agent Representation Brower Insurance: a Marsh & McLennan Agency, LLC. Company k r o w m a e T d n a p h s r e d a e L i 12 Heartland Locations to Serve You 1 2 5 14 13 INTERSTATE 71 9 7 10 4 11 8 INTERSTATE 70 6 NEWARK 3 INTERSTATE 270 12 Call Us Today (1) Croton 740-893-2191 (4) Wilson Road 614-351-2100 (7) Gahanna 614-337-4605 (10) Stygler Road 614-475-7024 (2) Johnstown 740-967-6500 (5) Dublin 614-798-8818 (8) Reynoldsburg 614-416-0400 (11) Capitol Square 614-416-0244 (3) Grove City 614-875-1884 (6) Newark 740-349-7888 (9) Westerville 614-839-2265 (12) Pickerington 614-321-4919 (13) Worthington Christian Village 614-846-6076 (14) Friendship Village of Dublin 614-923-0575 General Info Heartland BancCorp is a registered Ohio bank holding company and the parent of Heartland Bank, which operates twelve full-service banking offices. Heartland Bank, founded in 1911, provides full service commercial, small business, and consumer banking services; alternative investment services; insurance services; and other financial products and services. Heartland Bank is a member of the Federal Reserve, a member of the FDIC and an Equal Housing Lender. Mission Statement It is Heartland Bank’s mission to provide the best personalized financial services at competitive prices for the economic growth and well being of individuals and businesses within our communities. This goal shall be accomplished through well-trained, caring employees with unquestionable integrity, who practice sound and innovative banking principles, which will maximize bank profits and growth. Heartland Bank’s Shared Values • Superior service is our highest priority • Productivity is an integral part of our corporate strategy • Team players receive the highest rewards • Quality is rewarded as well as quantity • Rewards will include advancement, recognition and/or incentive compensation • Through access to accurate information, we will strive to keep ourselves and our customers informed • We will constantly seek to improve how we are perceived by our customers • We will empower our employees to perform their duties in a responsible manner • We will seek to know our cost of doing business • We encourage the exploring of new ideas • Our business is to provide customer satisfaction profitability • We value loyalty, honesty and integrity in our relationships • We are committed to the enrichment of our local communities through our involvement Follow us on Twitter! @heartlandbank Follow us on Twitter! @heartlandbank Like us on Facebook! 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