Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2016
 
Commission File Number 001-15877
 
German American Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Indiana
 
35-1547518
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
711 Main Street, Jasper, Indiana 47546
(Address of Principal Executive Offices and Zip Code)
 
Registrant’s telephone number, including area code: (812) 482-1314
 
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 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
YES   x      NO ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
Large accelerated filer ¨
Accelerated filer x
Non-accelerated filer ¨
Smaller reporting company ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): 
YES   ¨      NO x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
 
Outstanding at November 1, 2016
Common Shares, no par value
 
15,257,849



CAUTION REGARDING FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
 
Information included in or incorporated by reference in this Quarterly Report on Form 10-Q, our other filings with the Securities and Exchange Commission (the “SEC”) and our press releases or other public statements, contains or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Please refer to the discussions of our forward-looking statements and associated risks in our Annual Report on Form 10-K for the year ended December 31, 2015, in Item 1, “Business – Forward-Looking Statements and Associated Risks” and our discussion of risk factors in Item 1A, “Risk Factors” of that Annual Report on Form 10-K, as updated from time to time in our subsequent SEC filings, including by Item 2 of Part I of this Report (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) at the conclusion of that Item 2 under the heading “Forward-Looking Statements and Associated Risks.”

2


*****
 
INDEX
 
PART I.            FINANCIAL INFORMATION
 
 
 
Item 1.
Unaudited Financial Statements
 
 
 
 
Consolidated Balance Sheets – September 30, 2016 and December 31, 2015
 
 
 
 
Consolidated Statements of Income – Three Months Ended September 30, 2016 and 2015
 
 
 
 
Consolidated Statements of Income – Nine Months Ended September 30, 2016 and 2015
 
 
 
 
Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2016 and 2015
 
 
 
 
Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2016 and 2015
 
 
 
 
Notes to Consolidated Financial Statements – September 30, 2016
 
 
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
Item 4. 
Controls and Procedures
 
 
 
PART II.           OTHER INFORMATION
 
 
 
Item 1.
Legal Proceedings
 
 
 
Item 1A.
Risk Factors
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
Item 3.
Defaults Upon Senior Securities
 
 
 
Item 4.
Mine Safety Disclosures
 
 
 
Item 5.
Other Information
 
 
 
Item 6.
Exhibits
 
 
 
SIGNATURES
 
 
 
INDEX OF EXHIBITS

3


PART  I.         FINANCIAL INFORMATION
Item 1.           Financial Statements
GERMAN AMERICAN BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited, dollars in thousands except share and per share data)
 
 
September 30,
2016
 
December 31,
2015
ASSETS
 
 

 
 

Cash and Due from Banks
 
$
38,329

 
$
36,062

Federal Funds Sold and Other Short-term Investments
 
16,455

 
15,947

Cash and Cash Equivalents
 
54,784

 
52,009

 
 
 
 
 
Interest-bearing Time Deposits with Banks
 
744

 

Securities Available-for-Sale, at Fair Value
 
732,911

 
637,840

Securities Held-to-Maturity, at Cost (Fair value of $0 and $95 on September 30, 2016 and December 31, 2015, respectively)
 

 
95

 
 
 
 
 
Loans Held-for-Sale, at Fair Value
 
12,967

 
10,762

 
 
 
 
 
Loans
 
2,006,090

 
1,568,075

Less: Unearned Income
 
(3,710
)
 
(3,728
)
Allowance for Loan Losses
 
(15,154
)
 
(14,438
)
Loans, Net
 
1,987,226

 
1,549,909

 
 
 
 
 
Stock in FHLB of Indianapolis and Other Restricted Stock, at Cost
 
13,048

 
8,571

Premises, Furniture and Equipment, Net
 
48,074

 
37,817

Other Real Estate
 
355

 
169

Goodwill
 
53,671

 
20,536

Intangible Assets
 
3,096

 
1,283

Company Owned Life Insurance
 
46,343

 
32,732

Accrued Interest Receivable and Other Assets
 
26,321

 
21,978

TOTAL ASSETS
 
$
2,979,540

 
$
2,373,701

 
 
 
 
 
LIABILITIES
 
 

 
 

Non-interest-bearing Demand Deposits
 
$
534,620

 
$
465,357

Interest-bearing Demand, Savings, and Money Market Accounts
 
1,361,522

 
1,054,983

Time Deposits
 
433,521

 
306,036

Total Deposits
 
2,329,663

 
1,826,376

 
 
 
 
 
FHLB Advances and Other Borrowings
 
279,110

 
273,323

Accrued Interest Payable and Other Liabilities
 
29,776

 
21,654

TOTAL LIABILITIES
 
2,638,549

 
2,121,353

 
 
 
 
 
SHAREHOLDERS’ EQUITY
 
 

 
 

Preferred Stock, no par value; 500,000 shares authorized, no shares issued
 

 

Common Stock, no par value, $1 stated value; 30,000,000 shares authorized
 
15,258

 
13,279

Additional Paid-in Capital
 
171,261

 
110,145

Retained Earnings
 
142,347

 
125,112

Accumulated Other Comprehensive Income
 
12,125

 
3,812

TOTAL SHAREHOLDERS’ EQUITY
 
340,991

 
252,348

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 
$
2,979,540

 
$
2,373,701

End of period shares issued and outstanding
 
15,257,849

 
13,278,824





See accompanying notes to consolidated financial statements.

4


GERMAN AMERICAN BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited, dollars in thousands except per share data)
 

Three Months Ended 
 September 30,
 

2016

2015
INTEREST INCOME

 


 

Interest and Fees on Loans

$
22,311


$
16,702

Interest on Federal Funds Sold and Other Short-term Investments

25


3

Interest and Dividends on Securities:

 


 

Taxable

2,491


2,176

Non-taxable

1,907


1,538

TOTAL INTEREST INCOME

26,734


20,419








INTEREST EXPENSE

 


 

Interest on Deposits

1,323


987

Interest on FHLB Advances and Other Borrowings

851


573

TOTAL INTEREST EXPENSE

2,174


1,560








NET INTEREST INCOME

24,560


18,859

Provision for Loan Losses



(500
)
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

24,560


19,359








NON-INTEREST INCOME

 


 

Trust and Investment Product Fees

1,191


1,051

Service Charges on Deposit Accounts

1,612


1,237

Insurance Revenues

1,661


1,752

Company Owned Life Insurance

247


205

Interchange Fee Income

688


547

Other Operating Income

1,523


2,134

Net Gains on Sales of Loans

1,004


831

Net Gains on Securities

458



TOTAL NON-INTEREST INCOME

8,384


7,757








NON-INTEREST EXPENSE

 


 

Salaries and Employee Benefits

10,572


8,998

Occupancy Expense

1,656


1,305

Furniture and Equipment Expense

568


456

FDIC Premiums

373


284

Data Processing Fees

1,261


901

Professional Fees

777


787

Advertising and Promotion

687


2,198

Intangible Amortization

280


183

Other Operating Expenses

2,479


1,854

TOTAL NON-INTEREST EXPENSE

18,653


16,966








Income before Income Taxes

14,291


10,150

Income Tax Expense

4,106


2,429

NET INCOME

$
10,185


$
7,721








Basic Earnings per Share

$
0.67


$
0.58

Diluted Earnings per Share

$
0.67


$
0.58








Dividends per Share

$
0.18


$
0.17

 


See accompanying notes to consolidated financial statements.

5


GERMAN AMERICAN BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited, dollars in thousands except per share data)
 
 
Nine Months Ended 
 September 30,
 
 
2016
 
2015
INTEREST INCOME
 
 

 
 

Interest and Fees on Loans
 
$
63,645

 
$
49,538

Interest on Federal Funds Sold and Other Short-term Investments
 
62

 
10

Interest and Dividends on Securities:
 


 


Taxable
 
7,055

 
6,830

Non-taxable
 
5,502

 
4,219

TOTAL INTEREST INCOME
 
76,264

 
60,597

 
 
 
 
 
INTEREST EXPENSE
 
 

 
 

Interest on Deposits
 
3,804

 
3,002

Interest on FHLB Advances and Other Borrowings
 
2,445

 
1,481

TOTAL INTEREST EXPENSE
 
6,249

 
4,483

 
 
 
 
 
NET INTEREST INCOME
 
70,015

 
56,114

Provision for Loan Losses
 
1,200

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
 
68,815

 
56,114

 
 
 
 
 
NON-INTEREST INCOME
 
 

 
 

Trust and Investment Product Fees
 
3,435

 
2,974

Service Charges on Deposit Accounts
 
4,379

 
3,594

Insurance Revenues
 
5,993

 
5,812

Company Owned Life Insurance
 
709

 
617

Interchange Fee Income
 
1,824

 
1,593

Other Operating Income
 
3,283

 
3,341

Net Gains on Sales of Loans
 
2,607

 
2,364

Net Gains on Securities
 
1,426

 
725

TOTAL NON-INTEREST INCOME
 
23,656

 
21,020

 
 
 
 
 
NON-INTEREST EXPENSE
 
 

 
 

Salaries and Employee Benefits
 
32,357

 
26,082

Occupancy Expense
 
4,649

 
3,732

Furniture and Equipment Expense
 
1,680

 
1,417

FDIC Premiums
 
1,040

 
850

Data Processing Fees
 
4,607

 
2,608

Professional Fees
 
2,875

 
2,073

Advertising and Promotion
 
1,860

 
3,125

Intangible Amortization
 
800

 
630

Other Operating Expenses
 
7,364

 
5,597

TOTAL NON-INTEREST EXPENSE
 
57,232

 
46,114

 
 
 
 
 
Income before Income Taxes
 
35,239

 
31,020

Income Tax Expense
 
10,120

 
8,668

NET INCOME
 
$
25,119

 
$
22,352

 
 
 
 
 
Basic Earnings per Share
 
$
1.70

 
$
1.69

Diluted Earnings per Share
 
$
1.70

 
$
1.69

 
 
 
 
 
Dividends per Share
 
$
0.54

 
$
0.51




See accompanying notes to consolidated financial statements.

6


GERMAN AMERICAN BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, dollars in thousands)
 
 
 
Three Months Ended 
 September 30,
 
 
2016
 
2015
 
 
 
 
 
NET INCOME
 
$
10,185

 
$
7,721

 
 
 
 
 
Other Comprehensive Income (Loss):
 
 

 
 

Unrealized Gains (Losses) on Securities
 
 

 
 

Unrealized Holding Gain (Loss) Arising During the Period
 
1,898

 
6,420

Reclassification Adjustment for Losses (Gains) Included in Net Income
 
(458
)
 

Tax Effect
 
(510
)
 
(2,259
)
Net of Tax
 
930

 
4,161

 
 
 
 
 
Total Other Comprehensive Income (Loss)
 
930

 
4,161

 
 
 
 
 
COMPREHENSIVE INCOME
 
$
11,115

 
$
11,882

 

 
 




 
 
Nine Months Ended 
 September 30,
 
 
2016
 
2015
 
 
 
 
 
NET INCOME
 
$
25,119

 
$
22,352

 
 
 
 
 
Other Comprehensive Income (Loss):
 
 

 
 

Unrealized Gains (Losses) on Securities
 
 

 
 

Unrealized Holding Gain (Loss) Arising During the Period
 
14,241

 
3,333

Reclassification Adjustment for Losses (Gains) Included in Net Income
 
(1,426
)
 
(725
)
Tax Effect
 
(4,502
)
 
(914
)
Net of Tax
 
8,313

 
1,694

 
 
 
 
 
Total Other Comprehensive Income (Loss)
 
8,313

 
1,694

 
 
 
 
 
COMPREHENSIVE INCOME
 
$
33,432

 
$
24,046










See accompanying notes to consolidated financial statements.

7


GERMAN AMERICAN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, dollars in thousands)
 
 
Nine Months Ended 
 September 30,
 
 
2016
 
2015
CASH FLOWS FROM OPERATING ACTIVITIES
 
 

 
 

Net Income
 
$
25,119

 
$
22,352

Adjustments to Reconcile Net Income to Net Cash from Operating Activities:
 
 

 
 

Net Amortization on Securities
 
2,794

 
1,869

Depreciation and Amortization
 
3,366

 
3,254

Loans Originated for Sale
 
(95,244
)
 
(111,296
)
Proceeds from Sales of Loans Held-for-Sale
 
95,765

 
113,472

Provision for Loan Losses
 
1,200

 

Gain on Sale of Loans, net
 
(2,607
)
 
(2,364
)
Gain on Securities, net
 
(1,426
)
 
(725
)
Loss (Gain) on Sales of Other Real Estate and Repossessed Assets
 
(95
)
 
53

Loss on Disposition and Donation of Premises and Equipment
 
5

 
389

Increase in Cash Surrender Value of Company Owned Life Insurance
 
(769
)
 
(454
)
Equity Based Compensation
 
796

 
737

Change in Assets and Liabilities:
 
 

 
 

Interest Receivable and Other Assets
 
4,805

 
2,278

Interest Payable and Other Liabilities
 
(911
)
 
(412
)
Net Cash from Operating Activities
 
32,798

 
29,153

 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 

 
 

Purchase of Other Short-term Investments
 
(1,000
)
 

Proceeds from Maturity of Other Short-term Investments
 
1,248

 

Proceeds from Maturities, Calls, Redemptions of Securities Available-for-Sale
 
74,179

 
71,026

Proceeds from Sales of Securities Available-for-Sale
 
141,451

 
18,999

Purchase of Securities Available-for-Sale
 
(166,857
)
 
(82,711
)
Proceeds from Maturities of Securities Held-to-Maturity
 
95

 
89

Purchase of Federal Home Loan Bank Stock
 
(1,350
)
 
(1,127
)
Purchase of Loans
 
(5,608
)
 
(1,852
)
Proceeds from Sales of Loans
 
1,063

 

Loans Made to Customers, net of Payments Received
 
(116,801
)
 
(64,708
)
Proceeds from Sales of Other Real Estate
 
1,071

 
983

Property and Equipment Expenditures
 
(2,855
)
 
(886
)
Acquisition of River Valley Bancorp
 
(793
)
 

Net Cash from Investing Activities
 
(76,157
)
 
(60,187
)
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
 
 

 
 

Change in Deposits
 
98,036

 
24,085

Change in Short-term Borrowings
 
(19,189
)
 
(1,993
)
Advances in Long-term Debt
 

 
75,000

Repayments of Long-term Debt
 
(24,883
)
 
(40,111
)
Issuance of Common Stock
 
54

 
52

Employee Stock Purchase Plan
 

 
447

Dividends Paid
 
(7,884
)
 
(6,754
)
Net Cash from Financing Activities
 
46,134

 
50,726

 
 
 
 
 
Net Change in Cash and Cash Equivalents
 
2,775

 
19,692

Cash and Cash Equivalents at Beginning of Year
 
52,009

 
42,446

Cash and Cash Equivalents at End of Period
 
$
54,784

 
$
62,138

 
 
 
 
 
Cash Paid During the Year for
 
 

 
 

Interest
 
$
6,201

 
$
4,610

Income Taxes
 
7,064

 
6,219

 
 
 
 
 
Supplemental Non Cash Disclosures (See Note 12 for Business Combination)
 
 

 
 

Loans Transferred to Other Real Estate
 
$
55

 
$
804

See accompanying notes to consolidated financial statements.

8


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

  
NOTE 1 – Basis of Presentation
 
German American Bancorp, Inc. operates primarily in the banking industry. The accounting and reporting policies of German American Bancorp, Inc. and its subsidiaries (hereinafter collectively referred to as the "Company") conform to U.S. generally accepted accounting principles. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the periods reported have been included in the accompanying unaudited consolidated financial statements, and all such adjustments are of a normal recurring nature. It is suggested that these consolidated financial statements and notes be read in conjunction with the financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. Certain items included in the prior period financial statements were reclassified to conform to the current presentation. There was no effect on net income or total shareholders' equity based on these reclassifications.

NOTE 2 – Per Share Data
 
The computations of Basic Earnings per Share and Diluted Earnings per Share are as follows:
 
 
Three Months Ended 
 September 30,
 
 
2016
 
2015
Basic Earnings per Share:
 
 

 
 

Net Income
 
$
10,185

 
$
7,721

Weighted Average Shares Outstanding
 
15,257,814

 
13,265,893

Basic Earnings per Share
 
$
0.67

 
$
0.58

 
 
 
 
 
Diluted Earnings per Share:
 
 

 
 

Net Income
 
$
10,185

 
$
7,721

 
 
 
 
 
Weighted Average Shares Outstanding
 
15,257,814

 
13,265,893

Potentially Dilutive Shares, Net
 

 
7,617

Diluted Weighted Average Shares Outstanding
 
15,257,814

 
13,273,510

Diluted Earnings per Share
 
$
0.67

 
$
0.58

 
For the three months ended September 30, 2016 and 2015, there were no anti-dilutive shares.

 
 
Nine Months Ended 
 September 30,
 
 
2016
 
2015
Basic Earnings per Share:
 
 

 
 

Net Income
 
$
25,119

 
$
22,352

Weighted Average Shares Outstanding
 
14,814,520

 
13,247,954

Basic Earnings per Share
 
$
1.70

 
$
1.69

 
 
 
 
 
Diluted Earnings per Share:
 
 

 
 

Net Income
 
$
25,119

 
$
22,352

 
 
 
 
 
Weighted Average Shares Outstanding
 
14,814,520

 
13,247,954

Potentially Dilutive Shares, Net
 
1,759

 
7,556

Diluted Weighted Average Shares Outstanding
 
14,816,279

 
13,255,510

Diluted Earnings per Share
 
$
1.70

 
$
1.69


For the nine months ended September 30, 2016 and 2015, there were no anti-dilutive shares.


9


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 3 – Securities 

The amortized cost, unrealized gross gains and losses recognized in accumulated other comprehensive income (loss), and fair value of Securities Available-for-Sale at September 30, 2016 and December 31, 2015, were as follows:
Securities Available-for-Sale: 
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
 Fair
Value
 
 
 

 
 

 
 

 
 

September 30, 2016
 
 

 
 

 
 

 
 

U.S. Treasury and Agency Securities
 
$

 
$

 
$

 
$

Obligations of State and Political Subdivisions
 
234,656

 
12,630

 
(76
)
 
247,210

Mortgage-backed Securities - Residential
 
479,047

 
6,802

 
(501
)
 
485,348

Equity Securities
 
353

 

 

 
353

Total
 
$
714,056

 
$
19,432

 
$
(577
)
 
$
732,911

 
 
 
 
 
 
 
 
 
December 31, 2015
 
 

 
 

 
 

 
 

U.S. Treasury and Agency Securities
 
$
10,000

 
$

 
$
(102
)
 
$
9,898

Obligations of State and Political Subdivisions
 
195,360

 
8,286

 
(18
)
 
203,628

Mortgage-backed Securities - Residential
 
426,087

 
2,114

 
(4,240
)
 
423,961

Equity Securities
 
353

 

 

 
353

Total
 
$
631,800

 
$
10,400

 
$
(4,360
)
 
$
637,840

 
   
Equity securities that do not have readily determinable fair values are included in the above totals, are carried at historical cost and are evaluated for impairment on a periodic basis. All mortgage-backed securities in the above table are residential mortgage-backed securities and guaranteed by government sponsored entities.
 
The carrying amount, unrecognized gains and losses and fair value of Securities Held-to-Maturity at September 30, 2016 and December 31, 2015, were as follows:
Securities Held-to-Maturity:
 
Carrying
Amount
 
Gross
Unrecognized
Gains
 
Gross
Unrecognized
Losses
 
Fair
Value
 
 
 

 
 

 
 

 
 

September 30, 2016
 
 

 
 

 
 

 
 

Obligations of State and Political Subdivisions
 
$

 
$

 
$

 
$

 
 
 
 
 
 
 
 
 
December 31, 2015
 
 

 
 

 
 

 
 

Obligations of State and Political Subdivisions
 
$
95

 
$

 
$

 
$
95

   
The amortized cost and fair value of securities at September 30, 2016 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because some issuers have the right to call or prepay certain obligations with or without call or prepayment penalties. Mortgage-backed and Equity Securities are not due at a single maturity date and are shown separately in the table below.
Securities Available-for-Sale:
 
Amortized
Cost
 
Fair
Value
 
 
 
 
 
Due in one year or less
 
$
4,663

 
$
4,700

Due after one year through five years
 
16,432

 
17,282

Due after five years through ten years
 
71,210

 
75,651

Due after ten years
 
142,351

 
149,577

Mortgage-backed Securities - Residential
 
479,047

 
485,348

Equity Securities
 
353

 
353

Total
 
$
714,056

 
$
732,911

  

10


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 3 - Securities (continued)

Proceeds from the Sales of Securities are summarized below:
 
 
Three Months Ended
 
Three Months Ended
 
 
September 30, 2016
 
September 30, 2015
 
 
 
 
 
Proceeds from Sales
 
$
36,112

 
$

Gross Gains on Sales
 
458

 

Income Taxes on Gross Gains
 
160

 

 
 
Nine Months Ended
 
Nine Months Ended
 
 
September 30, 2016
 
September 30, 2015
 
 
 
 
 
Proceeds from Sales
 
$
141,451

 
$
18,999

Gross Gains on Sales
 
1,426

 
725

Income Taxes on Gross Gains
 
499

 
254

  
The carrying value of securities pledged to secure repurchase agreements, public and trust deposits, and for other purposes as required by law was $202,808 and $154,628 as of September 30, 2016 and December 31, 2015, respectively.

Below is a summary of securities with unrealized losses as of September 30, 2016 and December 31, 2015, presented by length of time the securities have been in a continuous unrealized loss position:
 
 
Less than 12 Months
 
12 Months or More
 
Total
September 30, 2016
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and Agency Securities
 
$

 
$

 
$

 
$

 
$

 
$

Obligations of State and Political Subdivisions
 
6,627

 
(76
)
 

 

 
6,627

 
(76
)
Mortgage-backed Securities - Residential
 
9,634

 
(6
)
 
51,066

 
(495
)
 
60,700

 
(501
)
Equity Securities
 

 

 

 

 

 

Total
 
$
16,261

 
$
(82
)
 
$
51,066

 
$
(495
)
 
$
67,327

 
$
(577
)

 
 
Less than 12 Months
 
12 Months or More
 
Total
December 31, 2015
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and Agency Securities
 
$

 
$

 
$
9,898

 
$
(102
)
 
$
9,898

 
$
(102
)
Obligations of State and Political Subdivisions
 
1,891

 
(15
)
 
356

 
(3
)
 
2,247

 
(18
)
Mortgage-backed Securities - Residential
 
150,427

 
(1,173
)
 
129,040

 
(3,067
)
 
279,467

 
(4,240
)
Equity Securities
 

 

 

 

 

 

Total
 
$
152,318

 
$
(1,188
)
 
$
139,294

 
$
(3,172
)
 
$
291,612

 
$
(4,360
)
 
Securities are written down to fair value when a decline in fair value is not considered temporary. In estimating other-than-temporary losses, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Company has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery.  The Company does not intend to sell or expect to be required to sell these securities, and the decline in fair value is largely due to changes in market interest rates. Therefore, the Company does not consider these securities to be other-than-temporarily impaired. All mortgage-backed securities in the Company’s portfolio are guaranteed by government sponsored entities, are investment grade, and are performing as expected.
 

11


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 4 – Derivatives

The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. The notional amounts of these interest rate swaps and the offsetting counterparty derivative instruments were $68.3 million at September 30, 2016 and $36.8 million at December 31, 2015. These interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions with independent counterparties with substantially matching terms. The agreements are considered stand alone derivatives and changes in the fair value of derivatives are reported in earnings as non-interest income.  

Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. The Company’s exposure is limited to the replacement value of the contracts rather than the notional, principal or contract amounts. There are provisions in the agreements with the counterparties that allow for certain unsecured credit exposure up to an agreed threshold. Exposures in excess of the agreed thresholds are collateralized. In addition, the Company minimizes credit risk through credit approvals, limits, and monitoring procedures.
 
The following table reflects the fair value hedges included in the Consolidated Balance Sheets as of:
 
 
September 30, 2016
 
December 31, 2015
 
 
Notional
Amount
 
Fair Value
 
Notional
Amount
 
Fair Value
Included in Other Assets:
 
 

 
 

 
 

 
 

Interest Rate Swaps
 
$
68,334

 
$
4,208

 
$
36,781

 
$
1,201

 
 
 
 
 
 
 
 
 
Included in Other Liabilities:
 
 

 
 

 
 

 
 

Interest Rate Swaps
 
$
68,334

 
$
4,535

 
$
36,781

 
$
1,232

 

The following table presents the effect of derivative instruments on the Consolidated Statements of Income for the periods presented:
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2016
 
2015
 
2016
 
2015
Interest Rate Swaps:
 
 

 
 

 
 

 
 

Included in Other Operating Income
 
$
670

 
$
179

 
$
828

 
$
344



12


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 5 – Loans
 
Loans were comprised of the following classifications at September 30, 2016 and December 31, 2015: 
 
 
September 30,
2016
 
December 31,
2015
Commercial:
 
 

 
 

Commercial and Industrial Loans and Leases
 
$
469,255

 
$
418,154

Commercial Real Estate Loans
 
862,998

 
618,788

Agricultural Loans
 
299,080

 
246,886

Retail:
 
 

 
 

Home Equity Loans
 
128,321

 
97,902

Consumer Loans
 
58,533

 
50,029

Residential Mortgage Loans
 
187,903

 
136,316

Subtotal
 
2,006,090

 
1,568,075

Less: Unearned Income
 
(3,710
)
 
(3,728
)
Allowance for Loan Losses
 
(15,154
)
 
(14,438
)
Loans, Net
 
$
1,987,226

 
$
1,549,909

 
As further described in Note 12, during 2016 the Company acquired loans with a fair value of $317,760 as a part of a business combination. This was made up of loans with an acquired balance of $328,431, net of $10,671 of fair value discounts at date of acquisition. At September 30, 2016, the remaining carrying amount of such loans total $280,027, which is included in the September 30, 2016 table above. This amount is made up of loans with a remaining balance of $288,559 net of remaining fair value discounts of $8,532.

The following tables present the activity in the allowance for loan losses by portfolio class for the three months ended September 30, 2016 and 2015:
September 30, 2016
 
Commercial and Industrial
Loans and Leases
 
Commercial Real Estate Loans
 
Agricultural
Loans
 
Home Equity Loans
 
Consumer Loans
 
Residential Mortgage Loans
 
Unallocated
 
Total
Beginning Balance
 
$
4,190

 
$
6,533

 
$
2,704

 
$
350

 
$
242

 
$
559

 
$
726

 
$
15,304

Provision for Loan Losses
 
(378
)
 
(1,111
)
 
1,408

 
20

 
119

 
(7
)
 
(51
)
 

Recoveries
 
1

 
2

 

 
1

 
59

 
2

 

 
65

Loans Charged-off
 

 

 
(10
)
 
(15
)
 
(173
)
 
(17
)
 

 
(215
)
Ending Balance
 
$
3,813

 
$
5,424

 
$
4,102

 
$
356

 
$
247

 
$
537

 
$
675

 
$
15,154


September 30, 2015
 
Commercial and Industrial
Loans and Leases
 
Commercial Real Estate Loans
 
Agricultural
Loans
 
Home Equity Loans
 
Consumer Loans
 
Residential Mortgage Loans
 
Unallocated
 
Total
Beginning Balance
 
$
4,659

 
$
7,315

 
$
1,223

 
$
350

 
$
382

 
$
619

 
$
710

 
$
15,258

Provision for Loan Losses
 
(337
)
 
(568
)
 
754

 
(41
)
 
(105
)
 
(172
)
 
(31
)
 
(500
)
Recoveries
 
16

 
30

 

 
2

 
39

 
3

 

 
90

Loans Charged-off
 
(5
)
 

 

 
(2
)
 
(71
)
 

 

 
(78
)
Ending Balance
 
$
4,333

 
$
6,777

 
$
1,977

 
$
309

 
$
245

 
$
450

 
$
679

 
$
14,770


13


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 5 - Loans (continued)

The following tables present the activity in the allowance for loan losses by portfolio class for the nine months ended September 30, 2016 and 2015:
September 30, 2016
 
Commercial and Industrial
Loans and Leases
 
Commercial Real Estate Loans
 
Agricultural
Loans
 
Home Equity Loans
 
Consumer Loans
 
Residential Mortgage Loans
 
Unallocated
 
Total
Beginning Balance
 
$
4,242

 
$
6,342

 
$
2,115

 
$
383

 
$
230

 
$
414

 
$
712

 
$
14,438

Provision for Loan Losses
 
(453
)
 
(923
)
 
1,997

 
60

 
212

 
344

 
(37
)
 
1,200

Recoveries
 
29

 
5

 

 
2

 
147

 
11

 

 
194

Loans Charged-off
 
(5
)
 

 
(10
)
 
(89
)
 
(342
)
 
(232
)
 

 
(678
)
Ending Balance
 
$
3,813

 
$
5,424

 
$
4,102

 
$
356

 
$
247

 
$
537

 
$
675

 
$
15,154


September 30, 2015
 
Commercial and Industrial
Loans and Leases
 
Commercial Real Estate Loans
 
Agricultural
Loans
 
Home Equity Loans
 
Consumer Loans
 
Residential Mortgage Loans
 
Unallocated
 
Total
Beginning Balance
 
$
4,627

 
$
7,273

 
$
1,123

 
$
246

 
$
354

 
$
622

 
$
684

 
$
14,929

Provision for Loan Losses
 
(350
)
 
(566
)
 
854

 
88

 
(65
)
 
44

 
(5
)
 

Recoveries
 
83

 
81

 

 
8

 
193

 
14

 

 
379

Loans Charged-off
 
(27
)
 
(11
)
 

 
(33
)
 
(237
)
 
(230
)
 

 
(538
)
Ending Balance
 
$
4,333

 
$
6,777

 
$
1,977

 
$
309

 
$
245

 
$
450

 
$
679

 
$
14,770


In determining the adequacy of the allowance for loan loss, general allocations are made for pools of loans, including non-classified loans, homogeneous portfolios of consumer and residential real estate loans, and loans within certain industry categories believed to present unique risk of loss. General allocations of the allowance are primarily made based on historical averages for loan losses for these portfolios, judgmentally adjusted for current economic factors and portfolio trends.  During 2016, the overall allowance for loan and lease losses was increased in the agricultural sector as a result of qualitative considerations for current economic conditions and trends which included a decline in the aggregate debt service coverage ratios for agricultural borrowers and a decline in per acre values of crop production real estate.

Loan impairment is reported when full repayment under the terms of the loan is not expected. This methodology is used for all loans, including loans acquired with deteriorated credit quality if such loans perform worse than what was expected at the time of acquisition. For purchased loans, the assessment is made at the time of acquisition as well as over the life of loan. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate, or at the fair value of collateral if repayment is expected solely from the collateral. Commercial and industrial loans, commercial real estate loans, and agricultural loans are evaluated individually for impairment. Smaller balance homogeneous loans are evaluated for impairment in total. Such loans include real estate loans secured by one-to-four family residences and loans to individuals for household, family and other personal expenditures. Individually evaluated loans on non-accrual are generally considered impaired. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

Specific allocations on impaired loans are determined by comparing the loan balance to the present value of expected cash flows or expected collateral proceeds. Allocations are also applied to categories of loans not considered individually impaired but for which the rate of loss is expected to be greater than historical averages, including non-performing consumer or residential real estate loans. Such allocations are based on past loss experience and information about specific borrower situations and estimated collateral values. The allowance for commercial real estate loans declined during 2016 primarily as a result of the repayment of a single non-accrual commercial real estate credit during the third quarter of 2016. This credit relationship was considered impaired and therefore had a specific allocation assigned prior to repayment.



14


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 5 - Loans (continued)

The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio class and based on impairment method as of September 30, 2016 and December 31, 2015:
September 30, 2016
 
Total
 
Commercial and Industrial
Loans and Leases
 
Commercial Real Estate Loans
 
Agricultural Loans
 
Home Equity Loans
 
Consumer Loans
 
Residential Mortgage Loans
 
Unallocated
Allowance for Loan Losses:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Ending Allowance Balance Attributable to Loans:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually Evaluated for Impairment
 
$
411

 
$
86

 
$
325

 
$

 
$

 
$

 
$

 
$

Collectively Evaluated for Impairment
 
14,687

 
3,727

 
5,099

 
4,054

 
356

 
239

 
537

 
675

Acquired with Deteriorated Credit Quality
 
56

 

 

 
48

 

 
8

 

 

Total Ending Allowance Balance
 
$
15,154

 
$
3,813

 
$
5,424

 
$
4,102

 
$
356

 
$
247

 
$
537

 
$
675


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Loans Individually Evaluated for Impairment
 
$
1,897

 
$
215

 
$
1,383

 
$
299

 
$

 
$

 
$

 
n/a(2)

Loans Collectively Evaluated for Impairment
 
2,000,022

 
467,244

 
856,974

 
301,953

 
128,742

 
58,665

 
186,444

 
n/a(2)

Loans Acquired with Deteriorated Credit Quality
 
12,084

 
2,922

 
6,514

 
702

 

 
53

 
1,893

 
n/a(2)

Total Ending Loans Balance(1)
 
$
2,014,003

 
$
470,381

 
$
864,871

 
$
302,954

 
$
128,742

 
$
58,718

 
$
188,337

 
n/a(2)

 
 
(1)Total recorded investment in loans includes $7,913 in accrued interest.
(2)n/a = not applicable

December 31, 2015
 
Total
 
Commercial and Industrial
Loans and Leases
 
Commercial Real Estate Loans
 
Agricultural Loans
 
Home Equity Loans
 
Consumer Loans
 
Residential Mortgage Loans
 
Unallocated
Allowance for Loan Losses:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Ending Allowance Balance Attributable to Loans:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually Evaluated for Impairment
 
$
1,202

 
$
106

 
$
1,096

 
$

 
$

 
$

 
$

 
$

Collectively Evaluated for Impairment
 
13,236

 
4,136

 
5,246

 
2,115

 
383

 
230

 
414

 
712

Acquired with Deteriorated Credit Quality
 

 

 

 

 

 

 

 

Total Ending Allowance Balance
 
$
14,438

 
$
4,242

 
$
6,342

 
$
2,115

 
$
383

 
$
230

 
$
414

 
$
712


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Loans Individually Evaluated for Impairment
 
$
4,435

 
$
1,578

 
$
2,845

 
$
12

 
$

 
$

 
$

 
n/a(2)

Loans Collectively Evaluated for Impairment
 
1,562,037

 
416,273

 
611,955

 
249,687

 
98,167

 
50,169

 
135,786

 
n/a(2)

Loans Acquired with Deteriorated Credit Quality
 
7,555

 
1,325

 
5,363

 

 

 

 
867

 
n/a(2)

Total Ending Loans Balance(1)
 
$
1,574,027

 
$
419,176

 
$
620,163

 
$
249,699

 
$
98,167

 
$
50,169

 
$
136,653

 
n/a(2)

 
(1)Total recorded investment in loans includes $5,952 in accrued interest.
(2)n/a = not applicable 

15


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 5 - Loans (continued)

The following tables present loans individually evaluated for impairment by class of loans as of September 30, 2016 and December 31, 2015:
September 30, 2016
 
Unpaid Principal Balance(1)
 
 Recorded Investment
 
Allowance for Loan Losses Allocated
With No Related Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
$
173

 
$
114

 
$

Commercial Real Estate Loans
 
2,495

 
1,068

 

Agricultural Loans
 
361

 
299

 

Subtotal
 
3,029

 
1,481

 

With An Allowance Recorded:
 
 

 
 

 


Commercial and Industrial Loans and Leases
 
105

 
103

 
86

Commercial Real Estate Loans
 
1,100

 
1,093

 
325

Agricultural Loans
 
589

 
498

 
48

Subtotal
 
1,794

 
1,694

 
459

Total
 
$
4,823

 
$
3,175

 
$
459

 
 
 
 
 
 
 
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
 
$
2,201

 
$
780

 
$

Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above)
 
$
589

 
$
498

 
$
48

   
(1) Unpaid Principal Balance is the remaining contractual payments gross of partial charge-offs.


December 31, 2015
 
Unpaid Principal Balance(1)
 
 Recorded Investment
 
Allowance for Loan Losses Allocated
With No Related Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
$
161

 
$
161

 
$

Commercial Real Estate Loans
 
1,292

 
768

 

Agricultural Loans
 
12

 
12

 

Subtotal
 
1,465

 
941

 

With An Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
1,403

 
1,417

 
106

Commercial Real Estate Loans
 
2,207

 
2,077

 
1,096

Agricultural Loans
 

 

 

Subtotal
 
3,610

 
3,494

 
1,202

Total
 
$
5,075

 
$
4,435

 
$
1,202

 
 
 
 
 
 
 
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
 
$
528

 
$

 
$

Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above)
 
$

 
$

 
$

    
(1) Unpaid Principal Balance is the remaining contractual payments gross of partial charge-offs.
 

16


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 5 - Loans (continued)

The following tables present loans individually evaluated for impairment by class of loans for the three month periods ended September 30, 2016 and 2015:
September 30, 2016
 
Average Recorded
Investment
 
Interest Income Recognized
 
Cash Basis
Recognized
With No Related Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
$
194

 
$
1

 
$
1

Commercial Real Estate Loans
 
3,102

 
47

 
47

Agricultural Loans
 
373

 

 

Subtotal
 
3,669

 
48

 
48

With An Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
108

 

 

Commercial Real Estate Loans
 
1,105

 

 

Agricultural Loans
 
589

 

 

Subtotal
 
1,802

 

 

Total
 
$
5,471

 
$
48

 
$
48

 
 
 
 
 
 
 
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
 
$
2,399

 
$
1

 
$
1

Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above)
 
$
589

 
$

 
$



September 30, 2015
 
Average Recorded
Investment
 
Interest Income Recognized
 
Cash Basis
Recognized
With No Related Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
$
366

 
$
12

 
$
12

Commercial Real Estate Loans
 
1,008

 
11

 
11

Agricultural Loans
 
12

 
1

 
1

Subtotal
 
1,386

 
24

 
24

With An Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
1,974

 
22

 
22

Commercial Real Estate Loans
 
3,067

 
2

 
1

Agricultural Loans
 

 

 

Subtotal
 
5,041

 
24

 
23

Total
 
$
6,427

 
$
48

 
$
47

 
 
 
 
 
 
 
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
 
$
127

 
$

 
$

Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above)
 
$

 
$

 
$


17


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 5 - Loans (continued)

The following tables present loans individually evaluated for impairment by class of loans for the nine month periods ended September 30, 2016 and 2015:
September 30, 2016
 
Average Recorded
Investment
 
Interest Income Recognized
 
Cash Basis
Recognized
With No Related Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
$
446

 
$
26

 
$
12

Commercial Real Estate Loans
 
3,745

 
71

 
51

Agricultural Loans
 
812

 
2

 
1

Subtotal
 
5,003

 
99

 
64

With An Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
108

 

 

Commercial Real Estate Loans
 
1,834

 
2

 

Agricultural Loans
 
196

 

 

Subtotal
 
2,138

 
2

 

Total
 
$
7,141

 
$
101

 
$
64

 
 
 
 
 
 
 
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
 
$
2,272

 
$
14

 
$
4

Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above)
 
$
717

 
$

 
$



September 30, 2015
 
Average Recorded
Investment
 
Interest Income Recognized
 
Cash Basis
Recognized
With No Related Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
$
471

 
$
24

 
$
24

Commercial Real Estate Loans
 
1,228

 
92

 
92

Agricultural Loans
 
8

 
1

 
1

Subtotal
 
1,707

 
117

 
117

With An Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
1,821

 
68

 
68

Commercial Real Estate Loans
 
3,093

 
3

 
2

Agricultural Loans
 

 

 

Subtotal
 
4,914

 
71

 
70

Total
 
$
6,621

 
$
188

 
$
187

 
 
 
 
 
 
 
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
 
$
237

 
$

 
$

Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above)
 
$

 
$

 
$


All classes of loans, including loans acquired with deteriorated credit quality, are generally placed on non-accrual status when scheduled principal or interest payments are past due for 90 days or more or when the borrower’s ability to repay becomes doubtful. For purchased loans, the determination is made at the time of acquisition as well as over the life of the loan. Uncollected accrued interest for each class of loans is reversed against income at the time a loan is placed on non-accrual. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. All classes of loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments

18


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 5 - Loans (continued)

are reasonably assured. Loans are typically charged-off at 180 days past due, or earlier if deemed uncollectible. Exceptions to the non-accrual and charge-off policies are made when the loan is well secured and in the process of collection.
 
The following tables present the recorded investment in non-accrual loans and loans past due 90 days or more still on accrual by class of loans as of September 30, 2016 and December 31, 2015:
 
 
Non-Accrual
 
Loans Past Due 90 Days
or More & Still Accruing
 
 
September 30,
 
December 31,
 
September 30,
 
December 31,
 
 
2016
 
2015
 
2016
 
2015
Commercial and Industrial Loans and Leases
 
$
168

 
$
134

 
$
148

 
$
98

Commercial Real Estate Loans
 
2,161

 
2,047

 

 
48

Agricultural Loans
 
797

 

 
55

 

Home Equity Loans
 
204

 
204

 

 

Consumer Loans
 
104

 
90

 

 

Residential Mortgage Loans
 
1,472

 
668

 

 

Total
 
$
4,906

 
$
3,143

 
$
203

 
$
146

Loans Acquired With Deteriorated Credit Quality (Included in the Total Above)
 
$
1,506

 
$
68

 
$

 
$


The following tables present the aging of the recorded investment in past due loans by class of loans as of September 30, 2016 and December 31, 2015:
September 30, 2016
 
Total
 
30-59 Days Past Due
 
60-89 Days Past Due
 
90 Days or More Past Due
 
Total
Past Due
 
Loans Not Past Due
Commercial and Industrial Loans and Leases
 
$
470,381

 
$
120

 
$
32

 
$
217

 
$
369

 
$
470,012

Commercial Real Estate Loans
 
864,871

 
1,421

 
439

 
912

 
2,772

 
862,099

Agricultural Loans
 
302,954

 
229

 

 
671

 
900

 
302,054

Home Equity Loans
 
128,742

 
387

 
46

 
200

 
633

 
128,109

Consumer Loans
 
58,718

 
889

 
30

 
104

 
1,023

 
57,695

Residential Mortgage Loans
 
188,337

 
3,229

 
1,511

 
838

 
5,578

 
182,759

Total(1)
 
$
2,014,003

 
$
6,275

 
$
2,058

 
$
2,942

 
$
11,275

 
$
2,002,728

Loans Acquired With Deteriorated Credit Quality (Included in the Total Above)
 
$
12,084

 
$

 
$

 
$
710

 
$
710

 
$
11,374

Net Carrying Value of Loans Acquired in Current Year (Included in the Total Above)
 
$
281,252

 
$
2,637

 
$
1,222

 
$
1,389

 
$
5,248

 
$
276,004

 
(1)Total recorded investment in loans includes $7,913 in accrued interest.
December 31, 2015
 
Total
 
30-59 Days Past Due
 
60-89 Days Past Due
 
90 Days or More Past Due
 
Total
Past Due
 
Loans Not Past Due
Commercial and Industrial Loans and Leases
 
$
419,176

 
$
82

 
$
117

 
$
124

 
$
323

 
$
418,853

Commercial Real Estate Loans
 
620,163

 
136

 
163

 
104

 
403

 
619,760

Agricultural Loans
 
249,699

 

 

 

 

 
249,699

Home Equity Loans
 
98,167

 
225

 
8

 
204

 
437

 
97,730

Consumer Loans
 
50,169

 
101

 
40

 
90

 
231

 
49,938

Residential Mortgage Loans
 
136,653

 
2,615

 
154

 
668

 
3,437

 
133,216

Total(1)
 
$
1,574,027

 
$
3,159

 
$
482

 
$
1,190

 
$
4,831

 
$
1,569,196

Loans Acquired With Deteriorated Credit Quality (Included in the Total Above)
 
$
7,555

 
$

 
$

 
$

 
$

 
$
7,555

 
(1)Total recorded investment in loans includes $5,952 in accrued interest.

19


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 5 - Loans (continued)

Troubled Debt Restructurings:
 
In certain instances, the Company may choose to restructure the contractual terms of loans. A troubled debt restructuring occurs when the Bank grants a concession to the borrower that it would not otherwise consider due to a borrower’s financial difficulty.   In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without modification. This evaluation is performed under the Company’s internal underwriting policy. The Company uses the same methodology for loans acquired with deteriorated credit quality as for all other loans when determining whether the loan is a troubled debt restructuring.
 
During the three and nine months ended September 30, 2016 and 2015, there were no loans modified as troubled debt restructurings.

The following tables present the recorded investment of troubled debt restructurings by class of loans as of September 30, 2016 and December 31, 2015:
September 30, 2016
 
Total
 
Performing
 
Non-Accrual(1)
Commercial and Industrial Loans and Leases
 
$
50

 
$
50

 
$

Commercial Real Estate Loans
 

 

 

Total
 
$
50

 
$
50

 
$

December 31, 2015
 
Total
 
Performing
 
Non-Accrual(1)
Commercial and Industrial Loans and Leases
 
$
1,446

 
$
1,445

 
$
1

Commercial Real Estate Loans
 
2,455

 
795

 
1,660

Total
 
$
3,901

 
$
2,240

 
$
1,661

 
 
(1)The non-accrual troubled debt restructurings are included in the Non-Accrual Loan table presented on a previous page.
 
The Company had not committed to lending any additional amounts as of September 30, 2016 and December 31, 2015 to customers with outstanding loans that are classified as troubled debt restructurings.

For the three months ended September 30, 2016 and 2015, there were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification. For the nine months ended September 30, 2016, there were no loans modified as troubled debt restructurings for which there was a payment default within the twelve months following the modification. For the nine months ended September 30, 2015, there was one troubled debt restructuring with a recorded investment of $95 for which there was a payment default within twelve months following the modification. The troubled debt restructuring that subsequently defaulted resulted in no change to the allowance for loan losses and a charge-off of $95 during the nine months ending September 30, 2015. A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms.

Credit Quality Indicators:

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company classifies loans as to credit risk by individually analyzing loans. This analysis includes commercial and industrial loans, commercial real estate loans, and agricultural loans with an outstanding balance greater than $100. This analysis is typically performed on at least an annual basis. The Company uses the following definitions for risk ratings:
 
Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
 
Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation

20


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 5 - Loans (continued)

of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
 
Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
 
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. Based on the most recent analysis performed, the risk category of loans by class of loans is as follows:
September 30, 2016
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Total
Commercial and Industrial Loans and Leases
 
$
448,350

 
$
12,789

 
$
9,242

 
$

 
$
470,381

Commercial Real Estate Loans
 
817,596

 
31,247

 
16,028

 

 
864,871

Agricultural Loans
 
282,472

 
15,519

 
4,963

 

 
302,954

Total
 
$
1,548,418

 
$
59,555

 
$
30,233

 
$

 
$
1,638,206

Loans Acquired With Deteriorated Credit Quality (Included in the Total Above)
 
$
1,653

 
$
3,162

 
$
5,323

 
$

 
$
10,138

Net Carrying Value of Loans Acquired in Current Year (Included in the Total Above)
 
$
188,987

 
$
11,669

 
$
8,941

 
$

 
$
209,597


December 31, 2015
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Total
Commercial and Industrial Loans and Leases
 
$
393,270

 
$
13,675

 
$
12,231

 
$

 
$
419,176

Commercial Real Estate Loans
 
586,247

 
25,341

 
8,575

 

 
620,163

Agricultural Loans
 
242,728

 
5,177

 
1,794

 

 
249,699

Total
 
$
1,222,245

 
$
44,193

 
$
22,600

 
$

 
$
1,289,038

Loans Acquired With Deteriorated Credit Quality (Included in the Total Above)
 
$
1,572

 
$
3,319

 
$
1,797

 
$

 
$
6,688

    
The Company considers the performance of the loan portfolio and its impact on the allowance for loan losses. For home equity, consumer and residential mortgage loan classes, the Company also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity.  The following table presents the recorded investment in home equity, consumer and residential mortgage loans based on payment activity as of September 30, 2016 and December 31, 2015:
September 30, 2016
 
Home Equity Loans
 
Consumer Loans
 
Residential Mortgage Loans
Performing
 
$
128,538

 
$
58,614

 
$
186,865

Nonperforming
 
204

 
104

 
1,472

Total
 
$
128,742

 
$
58,718

 
$
188,337

Loans Acquired With Deteriorated Credit Quality
(Included in the Total Above)
 
$

 
$
53

 
$
1,893

 
December 31, 2015
 
Home Equity Loans
 
Consumer Loans
 
Residential Mortgage Loans
Performing
 
$
97,963

 
$
50,079

 
$
135,985

Nonperforming
 
204

 
90

 
668

Total
 
$
98,167

 
$
50,169

 
$
136,653

Loans Acquired With Deteriorated Credit Quality
(Included in the Total Above)
 
$

 
$

 
$
867

 

21


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 5 - Loans (continued)

The Company has purchased loans, for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. The recorded investment of those loans is as follows: 
 
 
September 30, 2016
 
December 31, 2015
 
 
 
 
 
Commercial and Industrial Loans
 
$
2,922

 
$
1,325

Commercial Real Estate Loans
 
6,514

 
5,363

Agricultural Loans
 
702

 

Home Equity Loans
 

 

Consumer Loans
 
53

 

Residential Mortgage Loans
 
1,893

 
867

Total
 
$
12,084

 
$
7,555

 
 
 

 
 

Carrying Amount, Net of Allowance
 
$
12,028

 
$
7,555

 
Accretable yield, or income expected to be collected, is as follows:
 
 
2016
 
2015
 
 
 
 
 
Balance at July 1
 
$
2,198

 
$
1,680

New Loans Purchased
 

 

Accretion of Income
 
(100
)
 
(251
)
Reclassifications from Non-accretable Difference
 
570

 

Charge-off of Accretable Yield
 

 

Balance at September 30
 
$
2,668

 
$
1,429

    
For those purchased loans disclosed above, the Company increased the allowance for loan losses by $56 during the three months ended September 30, 2016. The Company did not increase the allowance for loan losses during the three months ended September 30, 2015. No allowance for loan losses were reversed during the three months ended September 30, 2016 and 2015.

 
 
2016
 
2015
 
 
 
 
 
Balance at January 1
 
$
1,279

 
$
1,685

New Loans Purchased
 
1,395

 

Accretion of Income
 
(576
)
 
(333
)
Reclassifications from Non-accretable Difference
 
570

 
104

Charge-off of Accretable Yield
 

 
(27
)
Balance at September 30
 
$
2,668

 
$
1,429

    
For those purchased loans disclosed above, the Company increased the allowance for loan losses by $56 during the nine months ended September 30, 2016. The Company did not increase the allowance for loan losses during the nine months ended September 30, 2015. No allowances for loan losses were reversed during the nine months ended September 30, 2016. Allowances for losses were reversed by $44 during the nine months ended September 30, 2015.


22


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 5 - Loans (continued)

Contractually required payments receivable of loans purchased with evidence of credit deterioration during the nine months ended September 30, 2016 are included in the table below. The value of the purchased loans included in the table are as of acquisition date. There were no such loans purchased during the year ended December 31, 2015.
Commercial and Industrial Loans
$
220

Commercial Real Estate Loans
10,612

Agricultural Loans
896

Home Equity Loans

Consumer Loans
87

Residential Mortgage Loans
2,279

Total
$
14,094

 
 
Cash Flows Expected to be Collected at Acquisition
$
11,051

Fair Value of Acquired Loans at Acquisition
$
8,807


The carrying amount of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process according to local requirements of the applicable jurisdiction totaled $315 as of September 30, 2016 and $169 as of December 31, 2015.

NOTE 6 – Repurchase Agreements Accounted for as Secured Borrowings

Repurchase agreements are short-term borrowings included in FHLB Advances and Other Borrowings and mature overnight and continuously. Repurchase agreements, which were secured by mortgage-backed securities, totaled $39,462 and $18,417 as of September 30, 2016 and December 31, 2015, respectively. Risk could arise when the collateral pledged to a repurchase agreement declines in fair value. The Company minimizes risk by consistently monitoring the value of the collateral pledged. At the point in time where the collateral has declined in fair value, the Company is required to provide additional collateral based on the value of the underlying securities.

NOTE 7 – Segment Information
 
The Company’s operations include three primary segments: core banking, trust and investment advisory services, and insurance operations. The core banking segment involves attracting deposits from the general public and using such funds to originate consumer, commercial and agricultural, commercial and agricultural real estate, and residential mortgage loans, primarily in the Company’s local markets. The core banking segment also involves the sale of residential mortgage loans in the secondary market. The trust and investment advisory services segment involves providing trust, investment advisory, and brokerage services to customers. The insurance segment offers a full range of personal and corporate property and casualty insurance products, primarily in the Company’s banking subsidiary’s local markets.
 
The core banking segment is comprised by the Company’s banking subsidiary, German American Bancorp, which operated through 52 banking offices at September 30, 2016. Net interest income from loans and investments funded by deposits and borrowings is the primary revenue for the core-banking segment. The trust and investment advisory services segment’s revenues are comprised primarily of fees generated by the trust operations of the Company's banking subsidiary and by German American Investment Services, Inc. These fees are derived by providing trust, investment advisory, and brokerage services to its customers. The insurance segment primarily consists of German American Insurance, Inc., which provides a full line of personal and corporate insurance products. Commissions derived from the sale of insurance products are the primary source of revenue for the insurance segment.

The following segment financial information has been derived from the internal financial statements of the Company which are used by management to monitor and manage financial performance. The accounting policies of the three segments are the same as those of the Company. The evaluation process for segments does not include holding company income and expense. Holding company amounts are the primary differences between segment amounts and consolidated totals, and are reflected in the column labeled “Other” below, along with amounts to eliminate transactions between segments.

23


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 7 - Segment Information (continued)

 

Core
Banking

Trust and Investment Advisory Services

Insurance

Other

Consolidated Totals
Three Months Ended

 


 


 


 


 

September 30, 2016

 


 


 





 

Net Interest Income

$
24,721


$


$
2


$
(163
)

$
24,560

Net Gains on Sales of Loans

1,004








1,004

Net Gains on Securities

458








458

Trust and Investment Product Fees

(6
)

1,205




(8
)

1,191

Insurance Revenues

6


15


1,640




1,661

Noncash Items:













 

Provision for Loan Losses










Depreciation and Amortization

1,065




10


64


1,139

Income Tax Expense (Benefit)

4,249


51


80


(274
)

4,106

Segment Profit (Loss)

10,168


69


122


(174
)

10,185

Segment Assets at September 30, 2016

2,972,622


1,792


7,842


(2,716
)

2,979,540

 

 

Core
Banking

Trust and Investment Advisory Services

Insurance

Other

Consolidated Totals
Three Months Ended

 


 


 


 


 

September 30, 2015

 


 


 


 


 

Net Interest Income

$
18,961


$


$
2


$
(104
)

$
18,859

Net Gains on Sales of Loans

831








831

Net Gains on Securities










Trust and Investment Product Fees

1


1,053




(3
)

1,051

Insurance Revenues

8


15


1,729




1,752

Noncash Items:

 


 


 


 


 

Provision for Loan Losses

(500
)







(500
)
Depreciation and Amortization

980


2


27


38


1,047

Income Tax Expense (Benefit)

2,571


(1
)

84


(225
)

2,429

Segment Profit (Loss)

7,702


(14
)

140


(107
)

7,721

Segment Assets at December 31, 2015

2,367,296


1,338


7,022


(1,955
)

2,373,701



24


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 7 - Segment Information (continued)

 
 
Core
Banking
 
Trust and Investment Advisory Services
 
Insurance
 
Other
 
Consolidated Totals
Nine Months Ended
 
 

 
 

 
 

 
 

 
 

September 30, 2016
 
 

 
 

 
 

 
 
 
 

Net Interest Income
 
$
70,492

 
$

 
$
5

 
$
(482
)
 
$
70,015

Net Gains on Sales of Loans
 
2,607

 

 

 

 
2,607

Net Gains on Securities
 
1,426

 

 

 

 
1,426

Trust and Investment Product Fees
 
(3
)
 
3,446

 

 
(8
)
 
3,435

Insurance Revenues
 
14

 
28

 
5,951

 

 
5,993

Noncash Items:
 
 
 
 
 
 
 
 
 
 

Provision for Loan Losses
 
1,200

 

 

 

 
1,200

Depreciation and Amortization
 
3,129

 
2

 
61

 
174

 
3,366

Income Tax Expense (Benefit)
 
10,349

 
115

 
648

 
(992
)
 
10,120

Segment Profit (Loss)
 
25,049

 
152

 
999

 
(1,081
)
 
25,119

Segment Assets at September 30, 2016
 
2,972,622

 
1,792

 
7,842

 
(2,716
)
 
2,979,540


 
 
Core
Banking
 
Trust and Investment Advisory Services
 
Insurance
 
Other
 
Consolidated Totals
Nine Months Ended
 
 

 
 

 
 

 
 

 
 

September 30, 2015
 
 

 
 

 
 

 
 
 
 

Net Interest Income
 
$
56,402

 
$
8

 
$
4

 
$
(300
)
 
$
56,114

Net Gains on Sales of Loans
 
2,364

 

 

 

 
2,364

Net Gains on Securities
 
698

 

 

 
27

 
725

Trust and Investment Product Fees
 
3

 
2,974

 

 
(3
)
 
2,974

Insurance Revenues
 
19

 
33

 
5,760

 

 
5,812

Noncash Items:
 
 
 
 
 
 
 
 
 
 

Provision for Loan Losses
 

 

 

 

 

Depreciation and Amortization
 
3,045

 
15

 
81

 
113

 
3,254

Income Tax Expense (Benefit)
 
8,709

 
(13
)
 
576

 
(604
)
 
8,668

Segment Profit (Loss)
 
21,650

 
(47
)
 
874

 
(125
)
 
22,352

Segment Assets at December 31, 2015
 
2,367,296

 
1,338

 
7,022

 
(1,955
)
 
2,373,701


NOTE 8 – Stock Repurchase Plan
 
On April 26, 2001, the Company announced that its Board of Directors approved a stock repurchase program for up to 607,754 of the outstanding shares of common stock of the Company. Shares may be purchased from time to time in the open market and in large block privately negotiated transactions. The Company is not obligated to purchase any shares under the program, and the program may be discontinued at any time before the maximum number of shares specified by the program are purchased. The Board of Directors established no expiration date for this program. As of September 30, 2016, the Company had purchased 334,965 shares under the program. No shares were purchased under the program during the three and nine months ended September 30, 2016 and 2015.


25


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 9 – Equity Plans and Equity Based Compensation
 
The Company maintains three equity incentive plans under which stock options, restricted stock, and other equity incentive awards can be granted. At September 30, 2016, the Company has reserved 314,393 shares of common stock (as adjusted for subsequent stock dividends and subject to further customary anti-dilution adjustments) for the purpose of issuance pursuant to outstanding and future grants of options, restricted stock, and other equity awards to officers, directors and other employees of the Company. 
 
For the three months and nine months ended September 30, 2016 and 2015, the Company granted no options.  The Company recorded no stock compensation expense applicable to options during the three and nine months ended September 30, 2016 and 2015 because all outstanding options were fully vested prior to 2007. In addition, there was no unrecognized option expense. 
 
During the periods presented, awards of long-term incentives were granted in the form of restricted stock.  Awards that were granted to management under a management incentive plan were granted in tandem with cash credit entitlements (typically in the form of 60% restricted stock grants and 40% cash credit entitlements). The management and employee restricted stock grants and tandem cash credit entitlements awarded will vest in three equal installments of 33.3% with the first annual vesting on December 5th of the year of the grant and on December 5th of the next two succeeding years.  Awards that were granted to directors as additional retainer for their services do not include any cash credit entitlement. These director restricted stock grants are subject to forfeiture in the event that the recipient of the grant does not continue in service as a director of the Company through December 5th of the year after grant or does not satisfy certain meeting attendance requirements, at which time they generally vest 100 percent. For measuring compensation costs, restricted stock awards are valued based upon the market value of the common shares on the date of grant. During the three months ended September 30, 2016 and 2015, the Company granted awards of 180 and 102 shares of restricted stock, respectively. During the nine months ended September 30, 2016 and 2015, the Company granted awards of 32,430 and 33,480 shares of restricted stock, respectively. Total unvested restricted stock awards at September 30, 2016 and December 31, 2015 were 66,943 and 34,513, respectively.

The following table presents expense recorded for restricted stock and cash entitlements as well as the related tax information for the periods presented:
 

Three Months Ended
September 30,
 

2016

2015







Restricted Stock Expense

$
267


$
227

Cash Entitlement Expense

143


134

Tax Effect

(166
)

(146
)
Net of Tax

$
244


$
215


 
 
Nine Months Ended
September 30,
 
 
2016
 
2015
 
 
 
 
 
Restricted Stock Expense
 
$
1,122

 
$
737

Cash Entitlement Expense
 
427

 
438

Tax Effect
 
(627
)
 
(476
)
Net of Tax
 
$
922

 
$
699

 
Unrecognized expense associated with the restricted stock grants and cash entitlements totaled $1,257 and $1,808 as of September 30, 2016 and 2015, respectively.
 
The Company maintains an Employee Stock Purchase Plan whereby eligible employees have the option to purchase the Company’s common stock at a discount. The purchase price of the shares under this Plan has been set at 95% of the fair market value of the Company’s common stock as of the last day of the plan year. The plan provided for the purchase of up to 500,000 shares of common stock, which the Company may obtain by purchases on the open market or from private sources, or by issuing authorized but unissued common shares. Funding for the purchase of common stock is from employee and Company contributions. 

26


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 9 - Equity Plans and Equity Based Compensation (continued)

The Employee Stock Purchase Plan is not considered compensatory.  There was $82 expense recorded for the employee stock purchase plan during the three and nine months ended September 30, 2016. There was $22 expense recorded for the employee stock purchase plan during the three and nine months ended September 30, 2015. There was no unrecognized compensation expense as of September 30, 2016 and 2015 for the Employee Stock Purchase Plan.

NOTE 10 – Fair Value
 
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
 
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
 
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
 
The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Investment Securities: The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). Level 3 pricing is obtained from a third-party based upon similar trades that are not traded frequently without adjustment by the Company. At September 30, 2016, the Company held $8.0 million in Level 3 securities which consist of $7.7 million of non-rated Obligations of State and Political Subdivisions and $353 thousand of equity securities that are not actively traded. Absent the credit rating, significant assumptions must be made such that the credit risk input becomes an unobservable input and thus these securities are reported by the Company in a Level 3 classification.
 
Derivatives: The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2).
 
Impaired Loans: Fair values for impaired collateral dependent loans are generally based on appraisals obtained from licensed real estate appraisers and in certain circumstances consideration of offers obtained to purchase properties prior to foreclosure. Appraisals for commercial real estate generally use three methods to derive value: cost, sales or market comparison and income approach. The cost method bases value in the cost to replace the current property. Value of market comparison approach evaluates the sales price of similar properties in the same market area. The income approach considers net operating income generated by the property and an investor's required return. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Comparable sales adjustments are based on known sales prices of similar type and similar use properties and duration of time that the property has been on the market to sell. Such adjustments made in the appraisal process are typically significant and result in a Level 3 classification of the inputs for determining fair value.
 
Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Company’s Risk Management Area reviews the assumptions and approaches utilized in the appraisal. In determining the value of impaired collateral dependent loans and other real estate owned, significant unobservable inputs may be used which include: physical condition of comparable properties sold, net operating income generated by the property and investor rates of return.
 

27


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 10 - Fair Value (continued)

Other Real Estate: Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate (ORE) are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are generally based on third party appraisals of the property utilizing similar techniques as discussed above for Impaired Loans, resulting in a Level 3 classification. In cases where the carrying amount exceeds the fair value, less costs to sell, impairment loss is recognized.
 
Loans Held-for-Sale: The fair values of loans held for sale are determined by using quoted prices for similar assets, adjusted for specific attributes of that loan resulting in a Level 2 classification.

Assets and Liabilities Measured on a Recurring Basis
 
Assets and liabilities measured at fair value on a recurring basis, including financial assets and liabilities for which the Company has elected the fair value option, are summarized below:
 
 
Fair Value Measurements at September 30, 2016 Using
 
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant
Unobservable Inputs (Level 3)
 
Total
Assets:
 
 

 
 

 
 

 
 

U.S. Treasury and Agency Securities
 
$

 
$

 
$

 
$

Obligations of State and Political Subdivisions
 

 
239,552

 
7,658

 
247,210

Mortgage-backed Securities-Residential
 

 
485,348

 

 
485,348

Equity Securities
 

 

 
353

 
353

Total Securities
 
$

 
$
724,900

 
$
8,011

 
$
732,911

 
 
 
 
 
 
 
 
 
Loans Held-for-Sale
 
$

 
$
12,967

 
$

 
$
12,967

 
 
 
 
 
 
 
 
 
Derivative Assets
 
$

 
$
4,208

 
$

 
$
4,208

 
 
 
 
 
 
 
 
 
Derivative Liabilities
 
$

 
$
4,535

 
$

 
$
4,535

 
 
Fair Value Measurements at December 31, 2015 Using
 
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant
Unobservable  Inputs (Level 3)
 
Total
Assets:
 
 

 
 

 
 

 
 

U.S. Treasury and Agency Securities
 
$

 
$
9,898

 
$

 
$
9,898

Obligations of State and Political Subdivisions
 

 
194,608

 
9,020

 
203,628

Mortgage-backed Securities-Residential
 

 
423,961

 

 
423,961

Equity Securities
 

 

 
353

 
353

Total Securities
 
$

 
$
628,467

 
$
9,373

 
$
637,840

 
 
 
 
 
 
 
 
 
Loans Held-for-Sale
 
$

 
$
10,762

 
$

 
$
10,762

 
 
 
 
 
 
 
 
 
Derivative Assets
 
$

 
$
1,201

 
$

 
$
1,201

 
 
 
 
 
 
 
 
 
Derivative Liabilities
 
$

 
$
1,232

 
$

 
$
1,232

    
There were no transfers between Level 1 and Level 2 for the periods ended September 30, 2016 and December 31, 2015.
 
At September 30, 2016, the aggregate fair value of the Loans Held-for-Sale was $12,967, aggregate contractual principal balance was $12,728 with a difference of $239. At December 31, 2015, the aggregate fair value of the Loans Held-for-Sale was $10,762, aggregate contractual principal balance was $10,559 with a difference of $203.

28


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 10 - Fair Value (continued)

The tables below present a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2016 and 2015:
 
 
Obligations of State and Political Subdivisions
 
Equity Securities
 
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
Balance of Recurring Level 3 Assets at July 1
 
$
8,213

 
$
9,521

 
$
353

 
$
353

Total Gains or Losses (realized/unrealized) Included in Other Comprehensive Income
 

 
25

 

 

Maturities / Calls
 
(555
)
 
(540
)
 

 

Purchases
 

 

 

 

Balance of Recurring Level 3 Assets at September 30
 
$
7,658

 
$
9,006

 
$
353

 
$
353


 

Obligations of State and Political Subdivisions

Equity Securities
 

2016

2015

2016

2015













Balance of Recurring Level 3 Assets at January 1

$
9,020


$
10,141


$
353


$
353

Total Gains or Losses (realized/unrealized) Included in Other Comprehensive Income

38


(20
)




Maturities / Calls

(1,400
)

(1,115
)




Purchases








Balance of Recurring Level 3 Assets at September 30

$
7,658


$
9,006


$
353


$
353

   
Of the total gain/loss included in other comprehensive income for the three and nine months ended September 30, 2016, $0 and $38, respectively, was attributable to other changes in fair value. Of the total gain/loss included in other comprehensive income for the three and nine months ended September 30, 2015, $25 and $(20), respectively, was attributable to other changes in fair value. The three and nine months ended September 30, 2016 and 2015 included no gain/loss attributable to interest income on securities.
 
Assets and Liabilities Measured on a Non-Recurring Basis
 
Assets and liabilities measured at fair value on a non-recurring basis are summarized below:
 
 
Fair Value Measurements at September 30, 2016 Using
 
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable 
Inputs (Level 3)
 
Total
Assets:
 
 

 
 

 
 

 
 

Impaired Loans
 
 

 
 

 
 

 
 

Commercial and Industrial Loans
 
$

 
$

 
$
17

 
$
17

Commercial Real Estate Loans
 

 

 
768

 
768

Agricultural Loans
 

 

 
450

 
450

Other Real Estate
 
 

 
 

 
 
 
 

Commercial Real Estate
 

 

 

 

 

29


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 10 - Fair Value (continued)

 
 
Fair Value Measurements at December 31, 2015 Using
 
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable 
Inputs (Level 3)
 
Total
Assets:
 
 

 
 

 
 

 
 

Impaired Loans
 
 

 
 

 
 

 
 

Commercial and Industrial Loans
 
$

 
$

 
$
15

 
$
15

Commercial Real Estate Loans
 

 

 
960

 
960

Other Real Estate
 
 

 
 

 
 

 
 

Commercial Real Estate
 

 

 

 

 
Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $1,694 with a valuation allowance of $459, resulting in an increase to the provision for loan losses of $197 and $222 for the three and nine months ended September 30, 2016, respectively. For the three and nine months ended September 30, 2015, impaired loans resulted in an additional provision for loan losses of $78 and $113, respectively. Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $2,148 with a valuation allowance of $1,173, resulting in a decrease to the provision for loan losses of $286 for the year ended December 31, 2015.
 
There was no Other Real Estate carried at fair value less costs to sell at September 30, 2016. A charge to earnings through Other Operating Income of $75 was included in the three and nine months ended September 30, 2016. No charge to earnings was included in the three or nine months ended September 30, 2015. There was no Other Real Estate carried at fair value less costs to sell at December 31, 2015. No charge to earnings was included in the year ended December 31, 2015.
 
The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at September 30, 2016 and December 31, 2015:
September 30, 2016
 
Fair Value

Valuation Technique(s)

Unobservable Input(s)

Range (Weighted Average)

 








Impaired Loans - Commercial and Industrial Loans
 
$
17

 
Sales comparison approach
 
Adjustment for physical condition of comparable properties sold
 
100%-0%
(80%)
Impaired Loans - Commercial Real Estate Loans
 
$
768


Sales comparison approach

Adjustment for physical condition of comparable properties sold

77%-30%
(49%)
Impaired Loans - Agricultural Loans
 
$
450

 
Sales comparison approach
 
Adjustment for physical condition of comparable properties sold
 
 32%
(32%)

December 31, 2015
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Input(s)
 
Range (Weighted Average)
 
 
 
 
 
 
 
 
 
Impaired Loans - Commercial and Industrial Loans
 
$
15

 
Sales comparison approach
 
Adjustment for physical condition of comparable properties sold
 
100%-82%
(82%)
Impaired Loans - Commercial Real Estate Loans
 
$
960

 
Sales comparison approach
 
Adjustment for physical condition of comparable properties sold
 
86%-30%
(75%)
 

30


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 10 - Fair Value (continued)

The carrying amounts and estimated fair values of the Company’s financial instruments not previously presented are provided in the tables below for the periods ending September 30, 2016 and December 31, 2015. Not all of the Company’s assets and liabilities are considered financial instruments, and therefore are not included in the tables. Because no active market exists for a significant portion of the Company’s financial instruments, fair value estimates were based on subjective judgments, and therefore cannot be determined with precision.
 
 
 
 
Fair Value Measurements at
September 30, 2016 Using
 
 
Carrying Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial Assets:
 
 

 
 

 
 

 
 

 
 

Cash and Short-term Investments
 
$
55,528

 
$
38,329

 
$
17,199

 
$

 
$
55,528

Securities Held-to-Maturity
 

 

 

 

 

Loans, Net
 
1,985,991

 

 

 
1,989,264

 
1,989,264

FHLB Stock and Other Restricted Stock
 
13,048

 
N/A

 
N/A

 
N/A

 
N/A

Accrued Interest Receivable
 
11,448

 

 
3,472

 
7,976

 
11,448

Financial Liabilities:
 
 

 
 

 
 

 
 

 
 

Demand, Savings, and Money Market Deposits
 
(1,896,142
)
 
(1,896,142
)
 

 

 
(1,896,142
)
Time Deposits
 
(433,521
)
 

 
(432,327
)
 

 
(432,327
)
Short-term Borrowings
 
(158,528
)
 

 
(158,528
)
 

 
(158,528
)
Long-term Debt
 
(120,582
)
 

 
(110,278
)
 
(10,665
)
 
(120,943
)
Accrued Interest Payable
 
(724
)
 

 
(711
)
 
(13
)
 
(724
)
 
 
 
 
 
Fair Value Measurements at
December 31, 2015 Using
 
 
Carrying Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial Assets:
 
 

 
 

 
 

 
 

 
 

Cash and Short-term Investments
 
$
52,009

 
$
36,062

 
$
15,947

 
$

 
$
52,009

Securities Held-to-Maturity
 
95

 

 
95

 

 
95

Loans, Net
 
1,548,934

 

 

 
1,551,497

 
1,551,497

FHLB Stock and Other Restricted Stock
 
8,571

 
N/A

 
N/A

 
N/A

 
N/A

Accrued Interest Receivable
 
8,803

 

 
2,722

 
6,081

 
8,803

Financial Liabilities:
 
 

 
 

 
 

 
 

 
 

Demand, Savings, and Money Market Deposits
 
(1,520,340
)
 
(1,520,340
)
 

 

 
(1,520,340
)
Time Deposits
 
(306,036
)
 

 
(305,965
)
 

 
(305,965
)
Short-term Borrowings
 
(177,717
)
 

 
(177,717
)
 

 
(177,717
)
Long-term Debt
 
(95,606
)
 

 
(90,473
)
 
(5,538
)
 
(96,011
)
Accrued Interest Payable
 
(676
)
 

 
(668
)
 
(8
)
 
(676
)
 
Cash and Short-term Investments:
The carrying amount of cash and short-term investments approximate fair values and are classified as Level 1 or Level 2.

Securities Held-to-Maturity:
The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2).
 
FHLB Stock and Other Restricted Stock:
It is not practical to determine the fair values of FHLB stock and other restricted stock due to restrictions placed on their transferability.
 

31


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 10 - Fair Value (continued)

Loans:
Fair values of loans, excluding loans held for sale and collateral dependent impaired loans carried at fair value, are estimated as follows: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analysis, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are valued as described previously. The methods utilized to estimate fair value of loans do not necessarily represent an exit price.
 
Accrued Interest Receivable:
The carrying amount of accrued interest approximates fair value resulting in a Level 2 or Level 3 classification consistent with the asset they are associated with.
 
Deposits:
The fair values disclosed for demand deposits (e.g., interest and non-interest checking, savings and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount) resulting in a Level 1 classification. Fair values for fixed rate time deposits are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification. 
 
Short-term Borrowings:
The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings, generally maturing within ninety days, approximate their fair values resulting in a Level 2 classification.
 
Long-term Debt:
The fair values of the Company’s long-term borrowings are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 2 classification. 
 
The fair values of the Company’s subordinated debentures are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 3 classification. 
 
Accrued Interest Payable:
The carrying amount of accrued interest approximates fair value resulting in a Level 2 or Level 3 classification consistent with the liability they are associated with.

NOTE 11 – Other Comprehensive Income (Loss)
 
The tables below summarize the changes in accumulated other comprehensive income (loss) by component for the three and nine months ended September 30, 2016 and 2015, net of tax:
September 30, 2016

Unrealized Gains and Losses on Available-for-Sale Securities

Defined Benefit Pension Items

Postretirement Benefit Items

Total













Beginning Balance at July 1, 2016

$
11,273


$


$
(78
)

$
11,195

Other Comprehensive Income (Loss) Before Reclassification

1,228






1,228

Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)

(298
)





(298
)
Net Current Period Other Comprehensive Income (Loss)

930






930

Ending Balance at September 30, 2016

$
12,203


$


$
(78
)

$
12,125


32


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 11 - Other Comprehensive Income (Loss) (continued)

September 30, 2016

Unrealized Gains and Losses on Available-for-Sale Securities

Defined Benefit Pension Items

Postretirement Benefit Items

Total













Beginning Balance at January 1, 2016

$
3,890


$


$
(78
)

$
3,812

Other Comprehensive Income (Loss) Before Reclassification

9,240






9,240

Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)

(927
)





(927
)
Net Current Period Other Comprehensive Income (Loss)

8,313






8,313

Ending Balance at September 30, 2016

$
12,203


$


$
(78
)

$
12,125


September 30, 2015
 
Unrealized Gains and Losses on Available-for-Sale Securities
 
Defined Benefit Pension Items
 
Postretirement Benefit Items
 
Total
 
 
 
 
 
 
 
 
 
Beginning Balance at July 1, 2015
 
$
491

 
$

 
$
(68
)
 
$
423

Other Comprehensive Income (Loss) Before Reclassification
 
4,161

 

 

 
4,161

Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
 

 

 

 

Net Current Period Other Comprehensive Income (Loss)
 
4,161

 

 

 
4,161

Ending Balance at September 30, 2015
 
$
4,652

 
$

 
$
(68
)
 
$
4,584


September 30, 2015
 
Unrealized Gains and Losses on Available-for-Sale Securities
 
Defined Benefit Pension Items
 
Postretirement Benefit Items
 
Total
 
 
 
 
 
 
 
 
 
Beginning Balance at January 1, 2015
 
$
2,958

 
$

 
$
(68
)
 
$
2,890

Other Comprehensive Income (Loss) Before Reclassification
 
2,165

 

 

 
2,165

Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
 
(471
)
 

 

 
(471
)
Net Current Period Other Comprehensive Income (Loss)
 
1,694

 

 

 
1,694

Ending Balance at September 30, 2015
 
$
4,652

 
$

 
$
(68
)
 
$
4,584


33


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 11 - Other Comprehensive Income (Loss) (continued)

The tables below summarize the classifications out of accumulated other comprehensive income (loss) by component for the three and nine months ended September 30, 2016 and 2015:
Details about Accumulated Other Comprehensive Income (Loss) Components

Amount Reclassified From Accumulated Other Comprehensive Income (Loss)

Affected Line Item in the Statement Where Net Income is Presented






Unrealized Gains and Losses on Available-for-Sale Securities

$
458


Net Gains on Securities


(160
)

Income Tax Expense
 

298


Net of Tax






Total Reclassifications for the Three Months Ended September 30, 2016

$
298


 

Details about Accumulated Other Comprehensive Income (Loss) Components

Amount Reclassified From Accumulated Other Comprehensive Income (Loss)

Affected Line Item in the Statement Where Net Income is Presented






Unrealized Gains and Losses on Available-for-Sale Securities

$
1,426


Net Gains on Securities
 

(499
)

Income Tax Expense
 

927


Net of Tax






Total Reclassifications for the Nine Months Ended September 30, 2016

$
927


 

Details about Accumulated Other Comprehensive Income (Loss) Components
 
Amount Reclassified From Accumulated Other Comprehensive Income (Loss)
 
Affected Line Item in the Statement Where Net Income is Presented
 
 
 
 
 
Unrealized Gains and Losses on Available-for-Sale Securities
 
$

 
Net Gains on Securities
 
 

 
Income Tax Expense
 
 

 
Net of Tax
 
 
 
 
 
Total Reclassifications for the Three Months Ended September 30, 2015
 
$

 
 

Details about Accumulated Other Comprehensive Income (Loss) Components
 
Amount Reclassified From Accumulated Other Comprehensive Income (Loss)
 
Affected Line Item in the Statement Where Net Income is Presented
 
 
 
 
 
Unrealized Gains and Losses on Available-for-Sale Securities
 
$
725

 
Net Gains on Securities
 
 
(254
)
 
Income Tax Expense
 
 
471

 
Net of Tax
 
 
 
 
 
Total Reclassifications for the Nine Months Ended September 30, 2015
 
$
471

 
 

34


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 12 – Business Combination

Effective March 1, 2016, the Company acquired River Valley Bancorp ("River Valley") and its subsidiaries, including River Valley Financial Bank, pursuant to an Agreement and Plan of Reorganization dated October 26, 2015, as amended. The acquisition was accomplished by the merger of River Valley into German American Bancorp, Inc., immediately followed by the merger of River Valley Financial Bank into German American Bancorp, Inc.'s bank subsidiary, German American Bancorp. River Valley Financial Bank operated 14 banking offices in Southeast Indiana and 1 banking office in Northern Kentucky. River Valley's consolidated assets and equity (unaudited) as of February 29, 2016 totaled $516.3 million and $56.6 million, respectively. The Company accounted for the transaction under the acquisition method of accounting which means that the acquired assets and liabilities were recorded at fair value at the date of acquisition. The fair value estimates included in these financial statements are based on preliminary valuations. The Company does not expect material variances from these estimates and expects that final valuation estimates will be completed during the year ending December 31, 2016.

In accordance with ASC 805, the Company has expensed approximately $4.3 million of direct acquisition costs and recorded $33.1 million of goodwill and $2.6 million of intangible assets. The intangible assets are related to core deposits and are being amortized over 8 years. For tax purposes, goodwill totaling $33.1 million is non-deductible but will be evaluated annually for impairment. The following table summarizes the fair value of the total consideration transferred as a part of the River Valley acquisition as well as the fair value of identifiable assets acquired and liabilities assumed as of the effective date of the transaction.
Consideration
 
 

Cash for Options and Fractional Shares
 
$
395

Cash Consideration
 
24,975

Equity Instruments
 
62,022

 
 
 

Fair Value of Total Consideration Transferred
 
$
87,392

 
 
 
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed:
 
 
     Cash
 
$
17,877

     Federal Funds Sold and Other Short-term Investments
 
6,477

     Interest-bearing Time Deposits with Banks
 
992

     Securities
 
132,396

     Loans
 
317,760

     Stock in FHLB of Indianapolis and Other Restricted Stock, at Cost
 
3,127

     Premises, Furniture & Equipment
 
10,219

     Other Real Estate
 
882

     Intangible Assets
 
2,613

     Company Owned Life Insurance
 
12,842

     Accrued Interest Receivable and Other Assets
 
8,958

     Deposits - Non Interest Bearing
 
(9,584
)
     Deposits - Interest Bearing
 
(395,862
)
     FHLB Advances and Other Borrowings
 
(49,910
)
     Accrued Interest Payable and Other Liabilities
 
(4,530
)
 
 
 
     Total Identifiable Net Assets
 
$
54,257

 
 
 
Goodwill
 
$
33,135


Under the terms of the merger agreement, the Company issued approximately 1,942,000 shares of its common stock to the former shareholders of River Valley. Each River Valley common shareholder of record at the effective time of the merger became entitled to receive 0.770 shares of common stock of the Company for each of their former shares of River Valley common stock.

35


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 12 - Business Combination (continued)

In connection with the closing of the merger, the Company paid to River Valley's shareholders of record at the close of business on February 29, 2016, cash consideration of $9.90 per River Valley share (an aggregate of $24,975 to shareholders) and the Company paid approximately $395 to persons who held options to purchase River Valley common stock (all of which rights were cancelled at the effective time of the merger and were not assumed by the Company).

This acquisition was consistent with the Company’s strategy to build a regional presence in Southern Indiana. The acquisition offers the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as add new customers in the expanded region.

The fair value of net assets acquired includes fair value adjustments to certain receivables that were not considered impaired as of the acquisition date. The fair value adjustments were determined using discounted cash flows. However, the Company believes that all contractual cash flows related to these financial instruments will be collected. As such, these receivables were not considered impaired at the acquisition date and were not subject to the guidance relating to purchased credit impaired loans, which are loans that have shown evidence of credit deterioration since origination. Receivables acquired that were not subject to these requirements include non-impaired loans and customer receivables with a fair value of $309.0 million and unpaid principle of $316.4 million on the date of acquisition.

The following table presents unaudited pro forma information as if the acquisition had occurred on January 1, 2015 after giving effect to certain adjustments. The unaudited pro forma information for the three and nine months ended September 30, 2016 and 2015 includes adjustments for interest income on loans and securities acquired, amortization of intangibles arising from the transaction, interest expense on deposits and borrowings acquired, and the related income tax effects. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been effected on the assumed date.
 
 
Pro Forma Three Months Ended 9/30/2016
 
Pro Forma Three Months Ended 9/30/2015
 
 
 
 
 
Net Interest Income
 
$
24,560

 
$
25,165

Non-interest Income
 
8,384

 
8,857

     Total Revenue
 
32,944

 
34,022

Provision for Loan Losses Expense
 

 
(500
)
Non-interest Expense
 
18,465

 
20,817

     Income Before Income Taxes
 
14,479

 
13,705

Income Tax Expense
 
4,182

 
3,357

     Net Income
 
10,297

 
10,348

Earnings Per Share and Diluted Earnings Per Share
 
$
0.67

 
$
0.68

 
 
Pro Forma Nine Months Ended 9/30/2016
 
Pro Forma Nine Months Ended 9/30/2015
 
 
 
 
 
Net Interest Income
 
$
72,907

 
$
73,313

Non-interest Income
 
24,298

 
24,445

     Total Revenue
 
97,205

 
97,758

Provision for Loan Losses Expense
 
1,200

 

Non-interest Expense
 
54,877

 
57,338

     Income Before Income Taxes
 
41,128

 
40,420

Income Tax Expense
 
12,263

 
11,029

     Net Income
 
28,865

 
29,391

Earnings Per Share and Diluted Earnings Per Share
 
$
1.89

 
$
1.93


The above pro forma financial information includes approximately $429 of net income and $3,043 of total revenue related to the operations of River Valley during the third quarter of 2016 and $3,187 of net income and $12,561 of total revenue related to the

36


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016
(unaudited, dollars in thousands except share and per share data)

NOTE 12 - Business Combination (continued)

operations of River Valley for the nine months ended 2016. The above pro forma financial information related to 2016 excludes non-recurring merger costs that totaled $189 and $4,318 on a pre-tax basis for the three and nine months ended September 30, 2016, respectively. The above pro forma financial information excludes the River Valley provision for loan loss recognized during the three and nine months ended 2016 and 2015. Under acquisition accounting treatment, loans are recorded at fair value which includes a credit risk component, and therefore the provision for loan loss recognized during the three and nine months ended September 30, 2015 was presumed to not be necessary.

NOTE 13 - Newly Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the "FASB") issued an update (ASU No. 2014-09 Revenue From Contracts With Customers) creating FASB Topic 606, Revenue from Contracts with Customers. The guidance in this update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize 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. The guidance provides steps to follow to achieve the core principle. An entity should disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. The Company is currently evaluating the impact of this new accounting standard on the Company's consolidated results of operations and financial condition.
 
In January 2016, the FASB issued update ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this update are as follows: (1) require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (2) simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (3) eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (4) require entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (5) require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (6) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (7) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. These amendments are effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of this new accounting standard on the Company's consolidated financial statements.

In February 2016, the FASB issued its new lease accounting guidance in ASU No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the following for all leases, with the exception of short-term leases, at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. The amendments in this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2018. The Company is currently evaluating the impact of this new accounting standard on the Company's consolidated financial statements.

In June 2016, the FASB issued new accounting guidance in ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). The main objective of the update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current GAAP (Generally Accepted Accounting Principles) with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to form credit loss estimates. The amendments in this update become effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact of this new accounting standard on the Company's consolidated financial statements.

37



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

GERMAN AMERICAN BANCORP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
German American Bancorp, Inc., is a NASDAQ-traded (symbol: GABC) financial services holding company based in Jasper, Indiana. German American Bancorp, Inc., through its banking subsidiary German American Bancorp, operates 52 banking offices in 19 contiguous southern Indiana counties and one northern Kentucky county. The Company also owns an investment brokerage subsidiary (German American Investment Services, Inc.) and a full line property and casualty insurance agency (German American Insurance, Inc.).
 
Throughout this Management’s Discussion and Analysis, as elsewhere in this Report, when we use the term “Company,” we will usually be referring to the business and affairs (financial and otherwise) of German American Bancorp, Inc. and its subsidiaries and affiliates as a whole. Occasionally, we will refer to the term “parent company” or “holding company” when we mean to refer to only German American Bancorp, Inc.

This section presents an analysis of the consolidated financial condition of the Company as of September 30, 2016 and December 31, 2015 and the consolidated results of operations for the three and nine months ended September 30, 2016 and 2015. This discussion should be read in conjunction with the consolidated financial statements and other financial data presented elsewhere herein and with the financial statements and other financial data, as well as the Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

MANAGEMENT OVERVIEW

This updated discussion should be read in conjunction with the Management Overview that was included in our Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016.

On March 1, 2016, the Company completed its acquisition of River Valley Bancorp ("River Valley") and its subsidiaries, including River Valley Financial Bank. This acquisition was consistent with the Company's strategy to build a regional presence in Southern Indiana. The acquisition offers the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as add new customers in the expanded region. The acquisition is discussed in more detail in Note 12 (Business Combination) of the Notes to the Consolidated Financial Statements included in Item 1 of this Report.

Net income for the quarter ended September 30, 2016 totaled $10,185,000, or $0.67 per diluted share, an increase of $2,464,000, or 16% on a per share basis, from the quarter ended September 30, 2015 net income of $7,721,000, or $0.58 per diluted share. The operating results for the third quarter of 2016 were enhanced by the inclusion of the operations of River Valley.

On a year-to-date basis, 2016 earnings improved $2,767,000, or 12%, to $25,119,000 as compared to $22,352,000 for the first nine months of 2015. On a per share basis, net income totaled $1.70 per diluted share during the first nine months of 2016 representing a 1% increase from the $1.69 per diluted share for the first nine months of 2015. The first nine months of 2016 included seven months of operations of River Valley and was significantly impacted by merger related charges associated with the closing of the River Valley transaction effective March 1, 2016. The merger related charges totaled approximately $4,318,000, or $2,724,000 on an after-tax basis, which represented approximately $0.18 per share during the first nine months of 2016.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The financial condition and results of operations for the Company presented in the Consolidated Financial Statements, accompanying Notes to the Consolidated Financial Statements, and selected financial data appearing elsewhere within this Report, are, to a large degree, dependent upon the Company’s accounting policies. The selection of and application of these policies involve estimates, judgments, and uncertainties that are subject to change. The critical accounting policies and estimates that the Company has determined to be the most susceptible to change in the near term relate to the determination of the allowance for loan losses, the valuation of securities available for sale and income tax expense.


38



Allowance for Loan Losses

The Company maintains an allowance for loan losses to cover probable incurred credit losses at the balance sheet date. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off. A provision for loan losses is charged to operations based on management’s periodic evaluation of the necessary allowance balance. Evaluations are conducted at least quarterly and more often if deemed necessary. The ultimate recovery of all loans is susceptible to future market factors beyond the Company’s control.
 
The Company has an established process to determine the adequacy of the allowance for loan losses. The determination of the allowance is inherently subjective, as it requires significant estimates, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on other classified loans and pools of homogeneous loans, and consideration of past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors, all of which may be susceptible to significant change. The allowance consists of two components of allocations, specific and general. These two components represent the total allowance for loan losses deemed adequate to cover losses inherent in the loan portfolio.
 
Commercial and agricultural loans are subject to a standardized grading process administered by an internal loan review function. The need for specific reserves is considered for credits identified as impaired when: (a) the customer’s cash flow or net worth appears insufficient to repay the loan; (b) the loan has been criticized in a regulatory examination; (c) the loan is on non-accrual; or (d) other reasons where the ultimate collectability of the loan is in question, or the loan characteristics require special monitoring. Specific allowances are established in cases where management has identified significant conditions or circumstances related to an individual credit that we believe indicates the loan is impaired.

Specific allocations on impaired loans are determined by comparing the loan balance to the present value of expected cash flows or expected collateral proceeds. Allocations are also applied to categories of loans not considered individually impaired but for which the rate of loss is expected to be greater than historical averages, including non-performing consumer or residential real estate loans. Such allocations are based on past loss experience and information about specific borrower situations and estimated collateral values.

General allocations are made for commercial and agricultural loans that are graded as substandard based on migration analysis techniques to determine historical average losses for similar types of loans. General allocations are also made for other pools of loans, including non-classified loans, homogeneous portfolios of consumer and residential real estate loans, and loans within certain industry categories believed to present unique risk of loss. General allocations of the allowance are primarily made based on historical averages for loan losses for these portfolios, judgmentally adjusted for economic, external and internal factors and portfolio trends. Economic factors include evaluating changes in international, national, regional and local economic and business conditions that affect the collectability of the loan portfolio. Internal factors include evaluating changes in lending policies and procedures; changes in the nature and volume of the loan portfolio; and changes in experience, ability and depth of lending management and staff. In setting our external and internal factors we also consider the overall level of the allowance for loan losses to total loans; our allowance coverage as compared to similar size bank holding companies; and regulatory requirements.

Due to the imprecise nature of estimating the allowance for loan losses, the Company’s allowance for loan losses includes a minor unallocated component. The unallocated component of the allowance for loan losses incorporates the Company’s judgmental determination of inherent losses that may not be fully reflected in other allocations, including factors such as economic uncertainties, lending staff quality, industry trends impacting specific portfolio segments, and broad portfolio quality trends.  Therefore, the ratio of allocated to unallocated components within the total allowance may fluctuate from period to period.

Securities Valuation
 
Securities available-for-sale are carried at fair value, with unrealized holding gains and losses reported separately in accumulated other comprehensive income (loss), net of tax. The Company obtains market values from a third party on a monthly basis in order to adjust the securities to fair value. Equity securities that do not have readily determinable fair values are carried at cost. Additionally, when securities are deemed to be other than temporarily impaired, a charge will be recorded through earnings; therefore, future changes in the fair value of securities could have a significant impact on the Company’s operating results. In determining whether a market value decline is other than temporary, management considers the reason for the decline, the extent of the decline, the duration of the decline and whether the Company intends to sell or believes it will be required to sell the securities prior to recovery.  As of September 30, 2016, gross unrealized gains on the securities available-for-sale portfolio totaled approximately $19,432,000 and gross unrealized losses totaled approximately $577,000.  

39



Income Tax Expense
 
Income tax expense involves estimates related to the valuation allowance on deferred tax assets and loss contingencies related to exposure from tax examinations presumed to occur.
 
A valuation allowance reduces deferred tax assets to the amount management believes is more likely than not to be realized. In evaluating the realization of deferred tax assets, management considers the likelihood that sufficient taxable income of appropriate character will be generated within carry-back and carry-forward periods, including consideration of available tax planning strategies. Tax-related loss contingencies, including assessments arising from tax examinations and tax strategies, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. In considering the likelihood of loss, management considers the nature of the contingency, the progress of any examination or related protest or appeal, the views of legal counsel and other advisors, experience of the Company or other enterprises in similar matters, if any, and management’s intended response to any assessment.

RESULTS OF OPERATIONS

Net Income:

Net income for the quarter ended September 30, 2016 totaled $10,185,000, or $0.67 per diluted share, an increase of $2,464,000, or 16% on a per share basis, from the quarter ended September 30, 2015 net income of $7,721,000, or $0.58 per diluted share. The operating results for the third quarter of 2016 were enhanced by the inclusion of the operations of River Valley.

On a year-to-date basis, 2016 earnings improved $2,767,000, or 12%, to $25,119,000 as compared to $22,352,000 for the first nine months of 2015. On a per share basis, net income totaled $1.70 per diluted share during the first nine months of 2016 representing a 1% increase from the $1.69 per diluted share for the first nine months of 2015. The first nine months of 2016 included seven months of operations of River Valley and was significantly impacted by merger related charges associated with the closing of the River Valley transaction effective March 1, 2016. The merger related charges totaled approximately $4,318,000, or $2,724,000 on an after-tax basis, which represented approximately $0.18 per share during the first nine months of 2016.

Net Interest Income:
 
Net interest income is the Company’s single largest source of earnings, and represents the difference between interest and fees realized on earning assets, less interest paid on deposits and borrowed funds. Several factors contribute to the determination of net interest income and net interest margin, including the volume and mix of earning assets, interest rates, and income taxes. Many factors affecting net interest income are subject to control by management policies and actions. Factors beyond the control of management include the general level of credit and deposit demand, Federal Reserve Board monetary policy, and changes in tax laws.


40



The following table summarizes net interest income (on a tax-equivalent basis). For tax-equivalent adjustments, an effective tax rate of 35% was used for all periods presented(1).
 

Average Balance Sheet
(Tax-equivalent basis; dollars in thousands)
 

Three Months Ended
September 30, 2016

Three Months Ended
September 30, 2015
 

Principal Balance

Income / Expense

Yield / Rate

Principal Balance

Income / Expense

Yield / Rate
ASSETS

 


 


 


 


 


 

Federal Funds Sold and Other
Short-term Investments

$
22,709


$
25


0.44
%

$
22,155


$
3


0.06
%
Securities:

 


 


 


 





 

Taxable

487,489


2,491


2.04
%

442,907


2,176


1.97
%
Non-taxable

247,380


2,935


4.74
%

186,563


2,365


5.07
%
Total Loans and Leases(2)

1,982,291


22,475


4.51
%

1,492,772


16,796


4.47
%
TOTAL INTEREST EARNING ASSETS

2,739,869


27,926


4.07
%

2,144,397


21,340


3.96
%
Other Assets

219,074


 


 


145,019


 


 

Less: Allowance for Loan Losses

(15,379
)

 


 


(15,382
)

 


 

TOTAL ASSETS

$
2,943,564


 


 


$
2,274,034


 


 




















LIABILITIES AND SHAREHOLDERS’ EQUITY

 


 


 


 


 


 

Interest-bearing Demand, Savings
and Money Market Deposits

$
1,363,654


$
671


0.20
%

$
1,027,035


$
329


0.13
%
Time Deposits

416,968


652


0.62
%

355,853


658


0.73
%
FHLB Advances and Other Borrowings

274,365


851


1.23
%

200,831


573


1.13
%
TOTAL INTEREST-BEARING LIABILITIES

2,054,987


2,174


0.42
%

1,583,719


1,560


0.39
%
Demand Deposit Accounts

522,994


 


 


428,380


 


 

Other Liabilities

28,134


 


 


19,628


 


 

TOTAL LIABILITIES

2,606,115


 


 


2,031,727


 


 

Shareholders’ Equity

337,449


 


 


242,307


 


 

TOTAL LIBABILITIES AND SHAREHOLDERS' EQUITY

$
2,943,564


 


 


$
2,274,034


 


 




















COST OF FUNDS

 


 


0.32
%

 


 


0.29
%
NET INTEREST INCOME

 


$
25,752





 


$
19,780


 

NET INTEREST MARGIN

 


 


3.75
%

 


 


3.67
%
 
(1) 
Effective tax rates were determined as though interest earned on the Company’s investments in municipal bonds and loans was fully taxable.
(2) 
Loans held-for-sale and non-accruing loans have been included in average loans.

Net interest income increased $5,701,000, or 30% (an increase of $5,972,000 or 30% on a tax-equivalent basis), for the quarter ended September 30, 2016 compared with the same quarter of 2015. The increased level of net interest income during the third quarter of 2016 compared with the third quarter of 2015 was primarily driven by a higher level of earning assets resulting from the acquisition of River Valley and from organic loan growth.

The net interest margin represents tax-equivalent net interest income expressed as a percentage of average earning assets. The tax equivalent net interest margin was 3.75% for the third quarter of 2016 compared to 3.67% during the third quarter of 2015. The tax equivalent yield on earning assets totaled 4.07% during the quarter ended September 30, 2016 compared to 3.96% in the same period of 2015, while the cost of funds (expressed as a percentage of average earning assets) totaled 0.32% during the quarter ended September 30, 2016 compared to 0.29% in the same period of 2015.

The increase in the net interest margin during the third quarter of 2016 was primarily attributable to an increase in the amount of accretion of loan discounts on acquired loans combined with an increased loan yield stemming largely from the addition of the River Valley loan portfolio partially offset by a higher cost of funds. Accretion of loan discounts on acquired loans contributed approximately 9 basis points to the net interest margin on an annualized basis in the third quarter of 2016 and 4 basis points in the third quarter of 2015. The increase in accretion in the third quarter of 2016 was largely attributable to the loans acquired in the River Valley transaction.



41



The following table summarizes net interest income (on a tax-equivalent basis). For tax-equivalent adjustments, an effective tax rate of 35% was used for all periods presented(1).
 
 
Average Balance Sheet
(Tax-equivalent basis; dollars in thousands)
 
 
Nine Months Ended
September 30, 2016
 
Nine Months Ended
September 30, 2015
 
 
Principal Balance
 
Income / Expense
 
Yield / Rate
 
Principal Balance
 
Income / Expense
 
Yield / Rate
ASSETS
 
 

 
 

 
 

 
 

 
 

 
 

Federal Funds Sold and Other
Short-term Investments
 
$
23,000

 
$
62

 
0.36
%
 
$
19,755

 
$
10

 
0.07
%
Securities:
 
 

 
 

 
 

 
 

 
 
 
 

Taxable
 
483,476

 
7,055

 
1.95
%
 
460,499

 
6,830

 
1.98
%
Non-taxable
 
234,674

 
8,465

 
4.81
%
 
172,007

 
6,490

 
5.03
%
Total Loans and Leases(2)
 
1,871,134

 
64,021

 
4.57
%
 
1,464,632

 
49,815

 
4.55
%
TOTAL INTEREST EARNING ASSETS
 
2,612,284

 
79,603

 
4.07
%
 
2,116,893

 
63,145

 
3.98
%
Other Assets
 
200,478

 
 

 
 

 
145,749

 
 

 
 

Less: Allowance for Loan Losses
 
(15,085
)
 
 

 
 

 
(15,247
)
 
 

 
 

TOTAL ASSETS
 
$
2,797,677

 
 

 
 

 
$
2,247,395

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 

 
 

 
 

 
 

 
 

 
 

Interest-bearing Demand, Savings
and Money Market Deposits
 
$
1,292,439

 
$
1,807

 
0.19
%
 
$
1,033,107

 
$
986

 
0.13
%
Time Deposits
 
414,754

 
1,997

 
0.64
%
 
352,444

 
2,016

 
0.76
%
FHLB Advances and Other Borrowings
 
251,029

 
2,445

 
1.30
%
 
177,138

 
1,481

 
1.12
%
TOTAL INTEREST-BEARING LIABILITIES
 
1,958,222

 
6,249

 
0.43
%
 
1,562,689

 
4,483

 
0.38
%
Demand Deposit Accounts
 
497,620

 
 

 
 

 
425,379

 
 

 
 

Other Liabilities
 
25,940

 
 

 
 

 
21,223

 
 

 
 

TOTAL LIABILITIES
 
2,481,782

 
 

 
 

 
2,009,291

 
 

 
 

Shareholders’ Equity
 
315,895

 
 

 
 

 
238,104

 
 

 
 

TOTAL LIBABILITIES AND SHAREHOLDERS' EQUITY
 
$
2,797,677

 
 

 
 

 
$
2,247,395

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
COST OF FUNDS
 
 

 
 

 
0.32
%
 
 

 
 

 
0.28
%
NET INTEREST INCOME
 
 

 
$
73,354

 
 
 
 

 
$
58,662

 
 

NET INTEREST MARGIN
 
 

 
 

 
3.75
%
 
 

 
 

 
3.70
%
 
(1) 
Effective tax rates were determined as though interest earned on the Company’s investments in municipal bonds and loans was fully taxable.
(2) 
Loans held-for-sale and non-accruing loans have been included in average loans.

Net interest income increased $13,901,000, or 25% (an increase of $14,692,000 or 25% on a tax-equivalent basis), for the nine months ended September 30, 2016 compared with the same period of 2015. The increased level of net interest income during 2016 compared with 2015 was driven primarily by a higher level of earning assets resulting from the acquisition of River Valley and from organic loan growth, which excludes the purchased River Valley loan portfolio.

The tax equivalent net interest margin was 3.75% for the first nine months of 2016 compared to 3.70% during the same period of 2015. The tax equivalent yield on earning assets totaled 4.07% during the nine months ended September 30, 2016 compared to 3.98% in the same period of 2015, while the cost of funds (expressed as a percentage of average earning assets) totaled 0.32% during the nine months ended September 30, 2016 compared to 0.28% in the same period of 2015.

The increase in the net interest margin during the nine months ended September 30, 2016 was primarily attributable to an increase in the amount of accretion of loan discounts on acquired loans combined with an increased loan yield stemming largely from the addition of the River Valley loan portfolio and a securities portfolio mix shift to a higher percentage of total securities in non-taxable securities rather than in taxable securities, partially offset by a higher cost of funds. Accretion of loan discounts on acquired loans contributed approximately 13 basis points to the net interest margin on an annualized basis in the first nine months of 2016 and 5 basis points in the same period of 2015. The increase in accretion in the nine months ended September 30, 2016 was largely attributable to loans acquired in the River Valley merger transaction.The increase in the cost of funds was largely attributable to the increase in short-term market interest rates that occurred late in the fourth quarter of 2015 and to the addition of the River Valley deposit portfolio.

42



Provision for Loan Losses:

The Company provides for loan losses through regular provisions to the allowance for loan losses. The provision is affected by net charge-offs on loans and changes in specific and general allocations of the allowance. During the quarter ended September 30, 2016, the Company recorded no provision for loan losses compared to a negative provision for loan losses of $500,000 in the third quarter of 2015. The provision for loan losses totaled $1,200,000 for the nine months ended September 30, 2016, compared with no provision during the nine months ended September 30, 2015. During the first nine months of 2016, the provision for loan loss represented approximately 9 basis points of average loans on an annualized basis. The increased level of provision during the first nine months of 2016 was done in accordance with the Company's standard methodology for determining the adequacy of its allowance for loan loss and was largely related to an increased level of allowance for loan loss that has been allocated to the Company's agricultural loan portfolio.
 
Net charge-offs totaled $150,000 or 3 basis points on an annualized basis of average loans outstanding during the three months ended September 30, 2016, compared with a net recovery of $12,000 during the same period of 2015. The Company realized net charge-offs of $484,000 or 3 basis points on an annualized basis of average loans outstanding during the nine months ended September 30, 2016, compared with net charge-offs of $159,000 or 1 basis point on an annualized basis of average loans outstanding during the same period of 2015.

The provision for loan losses made during the three and nine months ended September 30, 2016 was made at a level deemed necessary by management to absorb changes in estimated, probable incurred losses in the loan portfolio. A detailed evaluation of the adequacy of the allowance for loan losses is completed quarterly by management, the results of which are used to determine provision for loan losses. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors.

Non-interest Income:
 
During the quarter ended September 30, 2016, non-interest income totaled $8,384,000, an increase of $627,000, or 8%, compared with the third quarter of 2015. The increase during the third quarter of 2016 was largely attributable to the the acquisition of River Valley and an increase in the level of gains on the sale of securities. The third quarter of 2016 included a full quarter of River Valley operations while third quarter of 2015 had no operations of River Valley included.
Non-interest Income
(dollars in thousands)

Three Months
Ended September 30,

Change From
Prior Period


 
 
 

Amount

Percent
 

2016

2015

Change

Change
Trust and Investment Product Fees

$
1,191


$
1,051


$
140


13
 %
Service Charges on Deposit Accounts

1,612


1,237


375


30

Insurance Revenues

1,661


1,752


(91
)

(5
)
Company Owned Life Insurance

247


205


42


20

Interchange Fee Income

688


547


141


26

Other Operating Income

1,523


2,134


(611
)

(29
)
Subtotal

6,922


6,926


(4
)

n/m (1)

Net Gains on Sales of Loans

1,004


831


173


21

Net Gains on Securities

458




458


n/m (1)

Total Non-interest Income

$
8,384


$
7,757


$
627


8

 
(1)n/m = not meaningful

Other operating income declined $611,000, or 29%, during the third quarter of 2016 compared with the third quarter of 2015.The decline in the third quarter of 2016 compared with the third quarter of 2015 was attributable to the donation of a building and accompanying real estate to an economic development foundation in one of the Company's market areas that resulted in a net gain on the disposition of fixed assets of approximately $1.4 million, partially mitigated by increased swap transaction fees with loan customers.

The Company realized gains on sales of securities during the third quarter of quarter of 2016 of $458,000 related to the sale of $35.6 million of securities compared with no sales of securities during the third quarter of 2015.


43



During the nine months ended September 30, 2016, non-interest income totaled $23,656,000, an increase of $2,636,000, or 13%, compared with the first nine months of 2015. The increase during nine months ended September 30, 2016 compared with 2015 was largely the result of the acquisition of River Valley and an increase in the level of gains on the sale of securities. The nine months ended September 30, 2016 included seven months of River Valley operations while the same period of 2015 had no operations of River Valley included.
Non-interest Income
(dollars in thousands)
 
Nine Months
Ended September 30,
 
Change From
Prior Period
 
 
 
 
 
 
Amount
 
Percent
 
 
2016
 
2015
 
Change
 
Change
Trust and Investment Product Fees
 
$
3,435

 
$
2,974

 
$
461

 
16
 %
Service Charges on Deposit Accounts
 
4,379

 
3,594

 
785

 
22

Insurance Revenues
 
5,993

 
5,812

 
181

 
3

Company Owned Life Insurance
 
709

 
617

 
92

 
15

Interchange Fee Income
 
1,824

 
1,593

 
231

 
15

Other Operating Income
 
3,283

 
3,341

 
(58
)
 
(2
)
Subtotal
 
19,623

 
17,931

 
1,692

 
9

Net Gains on Sales of Loans
 
2,607

 
2,364

 
243

 
10

Net Gains on Securities
 
1,426

 
725

 
701

 
97

Total Non-interest Income
 
$
23,656

 
$
21,020

 
$
2,636

 
13


The Company realized gains on sales of securities during the nine months ended September 30, 2016 of $1,426,000 related to the sale of $77.1 million of securities compared with a net gain on the sale of securities of $725,000 in the same period of 2015 related to the sale of $18.3 million of securities.

Non-interest Expense:

During the quarter ended September 30, 2016, non-interest expense totaled $18,653,000, an increase of $1,687,000, or 10%, compared with the third quarter of 2015. The majority of the increase in operating expenses during the third quarter of 2016 compared to the third quarter of 2015 were related to the operating costs of River Valley. The third quarter of 2016 included a full quarter of River Valley operations while the third quarter of 2015 had no operations of River Valley included.
Non-interest Expense
(dollars in thousands)

Three Months
Ended September 30,

Change From
Prior Period


 
 
 

Amount

Percent
 

2016

2015

Change

Change
Salaries and Employee Benefits

$
10,572


$
8,998


$
1,574


17
 %
Occupancy, Furniture and Equipment Expense

2,224


1,761


463


26

FDIC Premiums

373


284


89


31

Data Processing Fees

1,261


901


360


40

Professional Fees

777


787


(10
)

(1
)
Advertising and Promotion

687


2,198


(1,511
)

(69
)
Intangible Amortization

280


183


97


53

Other Operating Expenses

2,479


1,854


625


34

Total Non-interest Expense

$
18,653


$
16,966


$
1,687


10


Advertising and promotion declined $1,511,000, or 69%, during the quarter ended September 30, 2016 compared with the third quarter of 2015. The decline in advertising and promotion during the third quarter of 2016 compared with the third quarter of 2015 was related to the recognition of a $1,750,000 contribution expense during the third quarter of 2015 in connection with the donation of a building and accompanying real estate to an economic development foundation in one of the Company's market areas.

During the nine months ended September 30, 2016, non-interest expense totaled $57,232,000, an increase of $11,118,000, or 24%, compared with the first nine months of 2015. During the nine months ended September 30, 2016, the Company recorded costs related to the River Valley merger transaction that totaled $4,318,000. The majority of the remainder of the increase in operating expenses during the first nine months of 2016 compared with the same period of 2015 were related to the operating costs of River Valley. The nine months ended September 30, 2016 included seven months of River Valley operations while 2015 had no operations of River Valley included.

44



Non-interest Expense
(dollars in thousands)
 
Nine Months
Ended September 30,
 
Change From
Prior Period
 
 
 
 
 
 
Amount
 
Percent
 
 
2016
 
2015
 
Change
 
Change
Salaries and Employee Benefits
 
$
32,357

 
$
26,082

 
$
6,275

 
24
 %
Occupancy, Furniture and Equipment Expense
 
6,329

 
5,149

 
1,180

 
23

FDIC Premiums
 
1,040

 
850

 
190

 
22

Data Processing Fees
 
4,607

 
2,608

 
1,999

 
77

Professional Fees
 
2,875

 
2,073

 
802

 
39

Advertising and Promotion
 
1,860

 
3,125

 
(1,265
)
 
(40
)
Intangible Amortization
 
800

 
630

 
170

 
27

Other Operating Expenses
 
7,364

 
5,597

 
1,767

 
32

Total Non-interest Expense
 
$
57,232

 
$
46,114

 
$
11,118

 
24


Salaries and benefits increased $6,275,000, or 24%, in the first nine months of 2016 compared with same period of 2015. Included in the increase in 2016 was $1,934,000 of merger costs related to the settlement of various employment and benefit arrangements. The remainder of the increase was primarily related to a higher number of full-time equivalent employees stemming from the acquisition of River Valley.

Occupancy, furniture and equipment expense increased $1,180,000, or 23%, in the nine months ended September 30, 2016 compared with the same period of 2015. This increase was related to the operation of River Valley's 15 branch network during 2016.

Data processing fees increased $1,999,000, or 77%, in the nine months ended September 30, 2016 compared with the same period of 2015. Included in the increase in the first half of 2016 was $1,288,000 of merger costs related to the consolidation of various data processing and information systems.

Professional fees increased $802,000, or 39%, in the nine months ended September 30, 2016 compared with the same period of 2015. Included in the increase in 2016 was $770,000 of merger related costs.

Advertising and promotion declined $1,265,000, or 40%, during the nine months ended September 30, 2016 compared with the nine months ended September 30, 2015. The decline in advertising and promotion during 2016 compared with 2015 was related to the recognition of a $1,750,000 contribution expense during 2015 in connection with the donation of a building and accompanying real estate to an economic development foundation in one of the Company's market areas.

Other operating expenses increased $1,767,000, or 32%, in the first nine months of 2016 compared with same period of 2015. Included in the increase in 2016 was $284,000 of merger related costs. The inclusion of River Valley's operations was the primary driver of the remainder of the increase.

Income Taxes:

The Company’s effective income tax rate was 28.7% and 23.9%, respectively, during the three months ended September 30, 2016 and 2015. The Company’s effective income tax rate was 28.7% and 27.9%, respectively, during the nine months ended September 30, 2016 and 2015. The effective tax rate in all periods presented was lower than the blended statutory rate resulting primarily from the Company’s tax-exempt investment income on securities, loans and company-owned life insurance, income tax credits generated from affordable housing projects, and income generated by subsidiaries domiciled in a state with no state or local income tax.

FINANCIAL CONDITION
 
Total assets for the Company increased to $2.980 billion at September 30, 2016, representing an increase of $605.8 million compared with December 31, 2015. This increase was largely attributable to the acquisition of River Valley and its banking subsidiary, River Valley Financial Bank, effective March 1, 2016. River Valley's total assets as of the effective date of the merger totaled approximately $516.3 million.

September 30, 2016 total loans increased $438.0 million compared with year-end 2015. At the time of acquisition, the fair value of loans acquired from from River Valley totaled $317.8 million which contributed significantly to the overall loan portfolio growth.


45



Total loans from the Company's existing branch network, excluding the River Valley branch network, grew by approximately $123.9 million, or 11% on an annualized basis, during the nine months ended September 30, 2016 compared with year-end 2015 total loans. Included in this 2016 loan growth, excluding River Valley, was an increase of approximately $97.1 million, or 12% on annualized basis, of commercial real estate and commercial and industrial loans while agricultural loans increased approximately $11.1 million, or 6% on an annualized basis. Retail loans which include home equity, consumer and residential loans, excluding River Valley, grew by approximately $15.7 million, or 7% on an annualized basis, during the first nine months of 2016.
End of Period Loan Balances:
(dollars in thousands)
 
September 30,
2016
 
December 31,
2015
 
Current Period Change
Commercial & Industrial Loans
 
$
469,255

 
$
418,154

 
$
51,101

Commercial Real Estate Loans
 
862,998

 
618,788

 
244,210

Agricultural Loans
 
299,080

 
246,886

 
52,194

Home Equity & Consumer Loans
 
186,854

 
147,931

 
38,923

Residential Mortgage Loans
 
187,903

 
136,316

 
51,587

Total Loans
 
$
2,006,090

 
$
1,568,075

 
$
438,015


The following table indicates the breakdown of the allowance for loan losses for the periods indicated (dollars in thousands):
 
 
September 30,
2016
 
December 31,
2015
Commercial and Industrial Loans
 
$
3,813

 
$
4,242

Commercial Real Estate Loans
 
5,424

 
6,342

Agricultural Loans
 
4,102

 
2,115

Home Equity and Consumer Loans
 
603

 
613

Residential Mortgage Loans
 
537

 
414

Unallocated
 
675

 
712

 
 
 
 
 
Total Allowance for Loan Loss
 
$
15,154

 
$
14,438


The Company’s allowance for loan losses totaled $15.2 million at September 30, 2016 compared to $14.4 million at December 31, 2015 representing an increase of $716,000, or 7% on an annualized basis. As of September 30, 2016, compared with year-end 2015, the overall allowance for loan and lease losses was increased in the agricultural sector primarily as a result of qualitative considerations for current economic conditions and trends which included a decline in the aggregate debt service coverage ratios for agricultural borrowers and a decline in per acre values of crop production real estate. Partially mitigating this increase was the repayment of a single non-accrual commercial real estate credit during the third quarter of 2016 that had a specific allocation assigned prior to repayment.
  
The total allowance for loan losses represented 0.76% of period-end loans at September 30, 2016 compared with 0.92% of period-end loans at December 31, 2015. The decline in the allowance for loan loss as a percent of total loans was the result of the acquisition of River Valley. Under acquisition accounting treatment, loans acquired are recorded at fair value which includes a credit risk component, and therefore the allowance on loans acquired is not carried over from the seller. The Company held a discount on acquired loans of $11.1 million as of September 30, 2016 and $3.0 million at December 31, 2015.


46



The following is an analysis of the Company’s non-performing assets at September 30, 2016 and December 31, 2015:
Non-performing Assets:
(dollars in thousands)
 
September 30,
2016
 
December 31,
2015
Non-accrual Loans
 
$
4,906

 
$
3,143

Past Due Loans (90 days or more and still accruing)
 
191

 
143

Total Non-performing Loans
 
5,097

 
3,286

Other Real Estate
 
355

 
169

Total Non-performing Assets
 
$
5,452

 
$
3,455

 
 
 
 
 
Restructured Loans
 
$
50

 
$
2,203

 
 
 
 
 
Non-performing Loans to Total Loans
 
0.25
%
 
0.21
%
Allowance for Loan Loss to Non-performing Loans
 
297.31
%
 
439.38
%

The following tables present non-accrual loans and loans past due 90 days or more still on accrual by class of loans:
 
 
Non-Accrual
 
Loans Past Due 90 Days
or More & Still Accruing
 
 
September 30,
2016
 
December 31,
2015
 
September 30,
2016
 
December 31,
2015
Commercial and Industrial Loans and Leases
 
$
168

 
$
134

 
$
142

 
$
96

Commercial Real Estate Loans
 
2,161

 
2,047

 

 
47

Agricultural Loans
 
797

 

 
49

 

Home Equity Loans
 
204

 
204

 

 

Consumer Loans
 
104

 
90

 

 

Residential Mortgage Loans
 
1,472

 
668

 

 

Total
 
$
4,906

 
$
3,143

 
$
191

 
$
143


Non-performing assets totaled $5.5 million, or 0.18% of total assets at September 30, 2016 compared to $3.5 million, or 0.15% of total assets at December 31, 2015. Non-performing loans totaled $5.1 million, or 0.25% of total loans at September 30, 2016 compared to $3.3 million, or 0.21% of total loans at December 31, 2015. The increase in non-performing assets and non-performing loans during the 2016 was primarily attributable to the merger transaction with River Valley which included $2.8 million of non-accrual loans and $0.2 million of loans greater than 90 days past due and still accruing at September 30, 2016.

Loan impairment is reported when repayment under the terms of the loan is not expected.  If a loan is impaired, a portion of the allowance is specifically allocated so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate, or at the fair value of collateral if repayment is expected solely from the collateral. Commercial and industrial loans, commercial real estate loans, and agricultural loans are evaluated individually for impairment. Smaller balance homogeneous loans are evaluated for impairment in total. Such loans include real estate loans secured by one-to-four family residences and loans to individuals for household, family and other personal expenditures. Individually evaluated loans on non-accrual are generally considered impaired. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

Total deposits increased $503.3 million as of September 30, 2016 compared with December 31, 2015 total deposits. The increase during 2016 was largely attributable to the acquisition of River Valley which had total deposits as of the closing date of the merger of approximately $405.4 million.
End of Period Deposit Balances:
(dollars in thousands)
 
September 30,
2016
 
December 31,
2015
 
Current Period Change
Non-interest-bearing Demand Deposits
 
$
534,620

 
$
465,357

 
$
69,263

Interest-bearing Demand, Savings, & Money Market Accounts
 
1,361,522

 
1,054,983

 
306,539

Time Deposits < $100,000
 
214,235

 
186,859

 
27,376

Time Deposits of $100,000 or more
 
219,286

 
119,177

 
100,109

Total Deposits
 
$
2,329,663

 
$
1,826,376

 
$
503,287



47



Capital Resources:

As of September 30, 2016, shareholders’ equity increased by $88.7 million to $341.0 million compared with $252.3 million at year-end 2015. The increase in shareholders' equity was largely attributable to the issuance of the Company's common shares in the acquisition of River Valley. Approximately 1,942,000 shares were issued to River Valley shareholders resulting in an increase to shareholders' equity of $62.2 million. The increase in shareholders' equity was also attributable to an increase of $17.2 million in retained earnings and an increase of $8.3 million in accumulated other comprehensive income primarily related to the increase in value of the Company's available-for-sale securities portfolio. Shareholders’ equity represented 11.4% of total assets at September 30, 2016 and 10.6% of total assets at December 31, 2015. Shareholders’ equity included $56.8 million of goodwill and other intangible assets at September 30, 2016 compared to $21.8 million of goodwill and other intangible assets at December 31, 2015. The increase in goodwill and other intangible assets was attributable to the acquisition of River Valley.

Federal banking regulations provide guidelines for determining the capital adequacy of bank holding companies and banks. These guidelines provide for a more narrow definition of core capital and assign a measure of risk to the various categories of assets. The Company is required to maintain minimum levels of capital in proportion to total risk-weighted assets and off-balance sheet exposures.
 
As of January 1, 2015, the Company and its subsidiary bank adopted the new Basel III regulatory capital framework. The adoption of this new framework modified the regulatory capital calculations, minimum capital levels and well-capitalized thresholds and added the new Common Equity Tier 1 capital ratio. Additionally, under the new rules, in order to avoid limitations on capital distributions, including dividend payments, the Company will be required to maintain a capital conservation buffer above the adequately capitalized regulatory capital ratios. The capital conservation buffer is being phased in from 0.00% in 2015 to 2.50% in 2019. For September 30, 2016, the capital conservation buffer is 0.625%. At September 30, 2016, the capital levels for the Company and its subsidiary bank remained well in excess of of the minimum amounts needed for capital adequacy purposes and the bank's capital levels met the necessary requirements to be considered well-capitalized.

The table below presents the Company’s consolidated and the subsidiary bank's capital ratios under regulatory guidelines:
 
 
9/30/2016
Ratio
 
12/31/2015
Ratio
 
Minimum for Capital Adequacy Purposes
 
Well-Capitalized Guidelines
Common Equity Tier 1 Capital Ratio
 
 
 
 
 
 
 
 
Consolidated
 
11.83
%
 
12.63
%
 
4.50
%
 
N/A

Bank
 
11.39
%
 
11.28
%
 
4.50
%
 
6.50
%
Tier 1 Capital Ratio
 
 
 
 
 
 
 
 
Consolidated
 
12.29
%
 
12.92
%
 
6.00
%
 
N/A

Bank
 
11.39
%
 
11.28
%
 
6.00
%
 
8.00
%
Total Capital Ratio
 
 
 
 
 
 
 
 
Consolidated
 
12.94
%
 
13.71
%
 
8.00
%
 
N/A

Bank
 
12.05
%
 
12.08
%
 
8.00
%
 
10.00
%
Tier 1 Leverage Ratio
 
 
 
 
 
 
 
 
Consolidated
 
9.94
%
 
10.15
%
 
4.00
%
 
N/A

Bank
 
9.22
%
 
8.87
%
 
4.00
%
 
5.00
%

Under the the final rules provided for by Basel III, accumulated other comprehensive income ("AOCI") was to be included in a banking organization's Common Equity Tier 1 capital. The final rules allowed community banks to make a one-time election not to include these additional components of AOCI in regulatory capital and instead use the existing treatment under the general risk-based capital rules that excludes most AOCI components from regulatory capital. The opt-out election was to be made in the first regulatory filings (call report and FRY-9) that were made after the banking organizations became subject to the final rules. The Company elected to opt-out and continue the existing treatment of AOCI for regulatory capital purposes.


48



Liquidity:

The Consolidated Statement of Cash Flows details the elements of changes in the Company’s consolidated cash and cash equivalents. Total cash and cash equivalents increased $2.8 million during the nine months ended September 30, 2016 ending at $54.8 million.  During the nine months ended September 30, 2016, operating activities resulted in net cash inflows of $32.8 million. Investing activities resulted in net cash outflows of $76.1 million during the nine months ended September 30, 2016.  Financing activities resulted in net cash inflows for the nine months ended September 30, 2016 of $46.1 million.
 
The parent company is a corporation separate and distinct from its bank and other subsidiaries. The Company uses funds at the parent-company level to pay dividends to its shareholders, to acquire or make other investments in other businesses or their securities or assets, to repurchase its stock from time to time, and for other general corporate purposes including debt service. The parent company does not have access at the parent-company level to the deposits and certain other sources of funds that are available to its bank subsidiary to support its operations. Instead, the parent company has historically derived most of its revenues from dividends paid to the parent company by its bank subsidiary. The Company’s banking subsidiary is subject to statutory restrictions on its ability to pay dividends to the parent company. The parent company has in recent years supplemented the dividends received from its subsidiaries with borrowings. As of September 30, 2016, the parent company had approximately $12.5 million of cash and cash equivalents available to meet its cash flow needs.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
 
The Company from time to time in its oral and written communications makes statements relating to its expectations regarding the future. These types of statements are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may include forward-looking statements in filings with the Securities and Exchange Commission (“SEC”), such as this Form 10-Q, in other written materials, and in oral statements made by senior management to analysts, investors, representatives of the media, and others. Such forward looking statements can include statements about the Company’s net interest income or net interest margin; its adequacy of allowance for loan losses, levels of provisions for loan losses, and the quality of the Company’s loans, investment securities and other assets; simulations of changes in interest rates; expected results from mergers with or acquisitions of other businesses; litigation results; tax estimates and recognition; dividend policy; parent company cash resources and cash requirements, and parent company capital resources; estimated cost savings, plans and objectives for future operations; and expectations about the Company’s financial and business performance and other business matters as well as economic and market conditions and trends. They often can be identified by the use of words like “expect,” “may,” “will,” “would,” “could,” “should,” “intend,” “project,” “estimate,” “believe” or “anticipate,” or similar expressions.
 
Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the forward-looking statement is made.
 
Readers are cautioned that, by their nature, all forward-looking statements are based on assumptions and are subject to risks, uncertainties, and other factors. Actual results may differ materially and adversely from the expectations of the Company that are expressed or implied by any forward-looking statement. The discussions in this Item 2 list some of the factors that could cause the Company’s actual results to vary materially from those expressed or implied by any forward-looking statements. Other risks, uncertainties, and factors that could cause the Company’s actual results to vary materially from those expressed or implied by any forward-looking statement include the unknown future direction of interest rates and the timing and magnitude of any changes in interest rates; changes in competitive conditions; the introduction, withdrawal, success and timing of asset/liability management strategies or of mergers and acquisitions and other business initiatives and strategies; changes in customer borrowing, repayment, investment and deposit practices; changes in fiscal, monetary and tax policies; changes in financial and capital markets; deterioration in general economic conditions, either nationally or locally, resulting in, among other things, credit quality deterioration; capital management activities, including possible future sales of new securities, or possible repurchases or redemptions by the Company of outstanding debt or equity securities; risks of expansion through acquisitions and mergers, such as unexpected credit quality problems of the acquired loans or other assets, unexpected attrition of the customer base of the acquired institution or branches, and difficulties in integration of the acquired operations; factors driving impairment charges on investments; the impact, extent and timing of technological changes; potential cyber-attacks, information security breaches and other criminal activities; litigation liabilities, including related costs, expenses, settlements and judgments, or the outcome of matters before regulatory agencies, whether pending or commencing in the future; actions of the Federal Reserve Board; changes in accounting principles and interpretations; potential increases of federal deposit insurance premium expense, and possible future special assessments of FDIC premiums, either industry wide or specific to the Company’s banking subsidiary; actions of the regulatory authorities under the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Federal Deposit Insurance Act and other possible legislative and regulatory actions and reforms; and the continued availability of earnings and excess capital sufficient for the lawful and prudent declaration and payment of cash dividends. Such statements reflect our views with respect to future events and are subject

49



to these and other risks, uncertainties and assumptions relating to the operations, results of operations, growth strategy and liquidity of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements.
 
Investors should consider these risks, uncertainties, and other factors, in addition to those mentioned by the Company in its Annual Report on Form 10-K for its fiscal year ended December 31, 2015, and other SEC filings from time to time, when considering any forward-looking statement.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
The Company’s exposure to market risk is reviewed on a regular basis by the Asset/Liability Committee and Boards of Directors of the parent company and its subsidiary bank. Primary market risks which impact the Company’s operations are liquidity risk and interest rate risk.

The liquidity of the parent company is dependent upon the receipt of dividends from its subsidiary bank, which is subject to certain regulatory limitations. The Bank’s source of funding is predominately core deposits, maturities of securities, repayments of loan principal and interest, federal funds purchased, securities sold under agreements to repurchase and borrowings from the Federal Home Loan Bank.

The Company monitors interest rate risk by the use of computer simulation modeling to estimate the potential impact on its net interest income under various interest rate scenarios, and by estimating its static interest rate sensitivity position. Another method by which the Company’s interest rate risk position can be estimated is by computing estimated changes in its net portfolio value (“NPV”). This method estimates interest rate risk exposure from movements in interest rates by using interest rate sensitivity analysis to determine the change in the NPV of discounted cash flows from assets and liabilities. NPV represents the market value of portfolio equity and is equal to the estimated market value of assets minus the estimated market value of liabilities.

Computations for measuring both net interest income and NPV are based on a number of assumptions, including the relative levels of market interest rates and prepayments in mortgage loans and certain types of investments. These computations do not contemplate any actions management may undertake in response to changes in interest rates, and should not be relied upon as indicative of actual results. In addition, certain shortcomings are inherent in the method of computing both net interest income and NPV. Should interest rates remain or decrease below current levels, the proportion of adjustable rate loans could decrease in future periods due to refinancing activity. In the event of an interest rate change, prepayment levels would likely be different from those assumed in the modeling. Lastly, the ability of many borrowers to repay their adjustable rate debt may decline during a rising interest rate environment.

The Company from time to time utilizes derivatives to manage interest rate risk. Management continuously evaluates the merits of such interest rate risk products but does not anticipate the use of such products to become a major part of the Company’s risk management strategy.

The table below provides an assessment of the risk to net interest income over the next 12 months in the event of a sudden and sustained 1% and 2% increase and decrease in prevailing interest rates (dollars in thousands).

Interest Rate Sensitivity as of September 30, 2016 - Net Interest Income
 
 
Net Interest Income
 
 
 
 
 
 
 
Changes in Rates
 
Amount

 
% Change

 
+2%
 
$
94,783

 
(4.06
)%
 
+1%
 
96,804

 
(2.01
)%
 
Base
 
98,794

 

 
-1%
 
96,648

 
(2.17
)%
 
-2%
 
95,346

 
(3.49
)%
 
 
The above table is a measurement of the Company’s net interest income at risk, assuming a static balance sheet as of September 30, 2016 and instantaneous parallel changes in interest rates. The Company also monitors interest rate risk under other scenarios including a more gradual movement in market interest rates. This type of scenario can at times produce different modeling results in measuring interest rate risk sensitivity.

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The table below provides an assessment of the risk to NPV in the event of a sudden and sustained 1% and 2% increase and decrease in prevailing interest rates (dollars in thousands).
   
Interest Rate Sensitivity as of September 30, 2016 - Net Portfolio Value
 
 
Net Portfolio Value
 
 Net Portfolio Value as a % of Present Value of Assets
Changes in Rates
 
Amount
 
% Change
 
NPV Ratio
 
Change
 
 
 
 
 
 
 
 
 
+2%
 
$
330,401

 
(3.58
)%
 
11.78
%
 
7 b.p.

+1%
 
339,682

 
(0.87
)%
 
11.85
%
 
14 b.p.

Base
 
342,667

 

 
11.71
%
 

-1%
 
288,202

 
(15.89
)%
 
9.75
%
 
(196) b.p.

-2%
 
241,844

 
(29.42
)%
 
8.15
%
 
(356) b.p.

 
This Item 3 includes forward-looking statements. See “Forward-looking Statements and Associated Risks” included in Part I, Item 2 of this Report for a discussion of certain factors that could cause the Company’s actual exposure to market risk to vary materially from that expressed or implied above. These factors include possible changes in economic conditions; interest rate fluctuations, competitive product and pricing pressures within the Company’s markets; and equity and fixed income market fluctuations. Actual experience may also vary materially to the extent that the Company’s assumptions described above prove to be inaccurate.

Item 4.  Controls and Procedures
 
As of September 30, 2016, the Company carried out an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were, as of that date, effective in timely alerting them to material information required to be included in the Company’s periodic reports filed with the Securities and Exchange Commission. There are inherent limitations to the effectiveness of systems of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective systems of disclosure controls and procedures can provide only reasonable assurances of achieving their control objectives.

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s third fiscal quarter of 2016 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


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PART II. OTHER INFORMATION

Item 1.   Legal Proceedings.

There are no pending legal proceedings, other than litigation incidental to the ordinary business of the Company, of a material nature to which the Company is a party or of which any of its properties are subject.

Item 1A.  Risk Factors

There have been no material changes to the risk factors previously disclosed in German American Bancorp, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
 
Issuer Purchases of Equity Securities
The following table sets forth information regarding the Company’s purchases of its common shares during each of the three months ended September 30, 2016.
Period
 
Total Number
of Shares (or Units) Purchased
 
Average Price Paid Per Share (or Unit)
 
Total Number of Shares
(or Units) Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number
(or Approximate Dollar Value) of Shares (or Units) that
May Yet Be Purchased under the Plans or Programs (1)
July 2016
 

 

 

 
272,789

August 2016
 

 

 

 
272,789

September 2016
 

 

 

 
272,789


(1) On April 26, 2001, the Company announced that its Board of Directors had approved a stock repurchase program for up to 607,754 of its outstanding common shares, of which the Company had purchased 334,965 common shares through September 30, 2016 (both such numbers adjusted for subsequent stock dividends). The Board of Directors established no expiration date for this program. The Company purchased no shares under this program during the three months ended September 30, 2016.

Item 3.   Defaults Upon Senior Securities

None.

Item 4.   Mine Safety Disclosures

Not applicable.

Item 5.   Other Information

None.

Item 6.      Exhibits
 
The exhibits described by the Exhibit Index immediately following the Signature Page of this Report are incorporated herein by reference.


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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 thereunto duly authorized.
 
 
GERMAN AMERICAN BANCORP, INC.
 
 
Date: November 9, 2016
By/s/Mark A. Schroeder
 
Mark A. Schroeder
 
Chairman and Chief Executive Officer
 
(Principal Executive Officer)
 
 
Date: November 9, 2016
By/s/Bradley M. Rust
 
Bradley M. Rust
 
Executive Vice President and Chief Financial Officer
 
(Principal Financial and Accounting Officer)


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INDEX OF EXHIBITS
 
Exhibit No.
 
Description
3.1
 
Restatement of the Articles of Incorporation of the Registrant is incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on 8-K filed July 1, 2011 (SEC File No. 001-15877).
3.2
 
Restated Bylaws of German American Bancorp, Inc., as amended and restated July 27, 2009, is incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K filed March 9, 2015 (SEC File No. 001-15877).
4.1
 
No long-term debt instrument issued by the Registrant exceeds 10% of consolidated total assets or is registered. In accordance with paragraph 4 (iii) of Item 601(b) of Regulation S-K, the Registrant will furnish the Securities and Exchange Commission copies of long-term debt instruments and related agreements upon request.
4.2
 
Terms of Common Shares and Preferred Shares of the Registrant (included in Restatement of Articles of Incorporation) are incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed July 1, 2011 (SEC File No. 001-15877).
4.3
 
Specimen stock certificate for Common Shares of the Registrant is incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed October 21, 2010 (SEC File No. 001-15877).
4.4
 
Description of Assumed Junior Deferrable Interest Subordinated Debentures of River Valley Bancorp and Agreement to Furnish Copies of Related Instruments and Documents are incorporated by reference to Exhibit 4.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed on May 10, 2016 (SEC File No. 001-15877).
31.1*
 
Sarbanes-Oxley Act of 2002, Section 302 Certification for Chairman of the Board and Chief Executive Officer.
31.2*
 
Sarbanes-Oxley Act of 2002, Section 302 Certification for Executive Vice President and Chief Financial Officer.
32.1*
 
Sarbanes-Oxley Act of 2002, Section 906 Certification for Chairman of the Board and Chief Executive Officer.
32.2*
 
Sarbanes-Oxley Act of 2002, Section 906 Certification for Executive Vice President and Chief Financial Officer.
101+
 
The following materials from German American Bancorp, Inc.’s Form 10-Q Report for the quarterly period ended September 30, 2016, formatted in XBRL: (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, and (v) the Notes to Consolidated Financial Statements.
 
*Exhibits that are filed with this Report (other than through incorporation by reference to other disclosures or exhibits) are indicated by an asterisk.
 
+Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are furnished and not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.


54