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 June 30, 2017
 
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, a smaller reporting company, or an emerging growth company:
Large accelerated filer ¨
Accelerated filer x
Non-accelerated filer ¨
Smaller reporting company ¨
Emerging growth company ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨

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 August 1, 2017
Common Shares, no par value
 
22,929,417



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, 2016, 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 – June 30, 2017 and December 31, 2016
 
 
 
 
Consolidated Statements of Income – Three Months Ended June 30, 2017 and 2016
 
 
 
 
Consolidated Statements of Income – Six Months Ended June 30, 2017 and 2016
 
 
 
 
Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2017 and 2016
 
 
 
 
Consolidated Statements of Cash Flows – Six Months Ended June 30, 2017 and 2016
 
 
 
 
Notes to Consolidated Financial Statements – June 30, 2017
 
 
 
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)
 
 
June 30,
2017
 
December 31,
2016
ASSETS
 
 

 
 

Cash and Due from Banks
 
$
36,833

 
$
48,467

Federal Funds Sold and Other Short-term Investments
 
7,204

 
16,349

Cash and Cash Equivalents
 
44,037

 
64,816

 
 
 
 
 
Securities Available-for-Sale, at Fair Value
 
740,578

 
709,786

 
 
 
 
 
Loans Held-for-Sale, at Fair Value
 
9,844

 
15,273

 
 
 
 
 
Loans
 
2,035,147

 
1,993,404

Less: Unearned Income
 
(3,404
)
 
(3,449
)
Allowance for Loan Losses
 
(15,320
)
 
(14,808
)
Loans, Net
 
2,016,423

 
1,975,147

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

 
13,048

Premises, Furniture and Equipment, Net
 
49,249

 
48,230

Other Real Estate
 
1,289

 
242

Goodwill
 
54,058

 
54,058

Intangible Assets
 
2,549

 
2,835

Company Owned Life Insurance
 
46,127

 
46,642

Accrued Interest Receivable and Other Assets
 
27,601

 
25,917

TOTAL ASSETS
 
$
3,004,803

 
$
2,955,994

 
 
 
 
 
LIABILITIES
 
 

 
 

Non-interest-bearing Demand Deposits
 
$
557,535

 
$
571,989

Interest-bearing Demand, Savings, and Money Market Accounts
 
1,453,512

 
1,399,381

Time Deposits
 
352,274

 
378,181

Total Deposits
 
2,363,321

 
2,349,551

 
 
 
 
 
FHLB Advances and Other Borrowings
 
263,469

 
258,114

Accrued Interest Payable and Other Liabilities
 
23,059

 
18,062

TOTAL LIABILITIES
 
2,649,849

 
2,625,727

 
 
 
 
 
SHAREHOLDERS’ EQUITY
 
 

 
 

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

 

Common Stock, no par value, $1 stated value; 45,000,000 shares authorized (1)
 
22,930

 
15,261

Additional Paid-in Capital
 
164,683

 
171,744

Retained Earnings
 
163,181

 
149,666

Accumulated Other Comprehensive (Loss) Income
 
4,160

 
(6,404
)
TOTAL SHAREHOLDERS’ EQUITY
 
354,954

 
330,267

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 
$
3,004,803

 
$
2,955,994

End of period shares issued and outstanding (1)
 
22,929,627

 
22,904,157

(1) Share data has been adjusted to reflect a 3-for-2 stock split on April 21, 2017.





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 
 June 30,
 

2017

2016
INTEREST INCOME

 


 

Interest and Fees on Loans

$
22,602


$
22,670

Interest on Federal Funds Sold and Other Short-term Investments

27


20

Interest and Dividends on Securities:

 


 

Taxable

2,702


2,287

Non-taxable

2,070


1,873

TOTAL INTEREST INCOME

27,401


26,850








INTEREST EXPENSE

 


 

Interest on Deposits

1,626


1,326

Interest on FHLB Advances and Other Borrowings

962


853

TOTAL INTEREST EXPENSE

2,588


2,179








NET INTEREST INCOME

24,813


24,671

Provision for Loan Losses

350


350

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

24,463


24,321








NON-INTEREST INCOME

 


 

Trust and Investment Product Fees

1,350


1,223

Service Charges on Deposit Accounts

1,478


1,534

Insurance Revenues

1,744


1,605

Company Owned Life Insurance

480


247

Interchange Fee Income

1,156


873

Other Operating Income

630


722

Net Gains on Sales of Loans

959


883

Net Gains on Securities



968

TOTAL NON-INTEREST INCOME

7,797


8,055








NON-INTEREST EXPENSE

 


 

Salaries and Employee Benefits

11,460


10,184

Occupancy Expense

1,570


1,614

Furniture and Equipment Expense

654


604

FDIC Premiums

232


339

Data Processing Fees

1,044


1,181

Professional Fees

913


780

Advertising and Promotion

630


629

Intangible Amortization

242


312

Other Operating Expenses

2,251


2,696

TOTAL NON-INTEREST EXPENSE

18,996


18,339








Income before Income Taxes

13,264


14,037

Income Tax Expense

3,425


4,249

NET INCOME

$
9,839


$
9,788








Basic Earnings per Share (1)

$
0.43


$
0.43

Diluted Earnings per Share (1)

$
0.43


$
0.43








Dividends per Share (1)

$
0.13


$
0.12

(1) Per share data has been adjusted to reflect a 3-for-2 stock split on April 21, 2017. 

See accompanying notes to consolidated financial statements.

5


GERMAN AMERICAN BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited, dollars in thousands except per share data)
 
 
Six Months Ended 
 June 30,
 
 
2017
 
2016
INTEREST INCOME
 
 

 
 

Interest and Fees on Loans
 
$
44,864

 
$
41,334

Interest on Federal Funds Sold and Other Short-term Investments
 
54

 
37

Interest and Dividends on Securities:
 


 


Taxable
 
5,421

 
4,564

Non-taxable
 
4,095

 
3,595

TOTAL INTEREST INCOME
 
54,434

 
49,530

 
 
 
 
 
INTEREST EXPENSE
 
 

 
 

Interest on Deposits
 
3,069

 
2,481

Interest on FHLB Advances and Other Borrowings
 
1,827

 
1,594

TOTAL INTEREST EXPENSE
 
4,896

 
4,075

 
 
 
 
 
NET INTEREST INCOME
 
49,538

 
45,455

Provision for Loan Losses
 
850

 
1,200

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
 
48,688

 
44,255

 
 
 
 
 
NON-INTEREST INCOME
 
 

 
 

Trust and Investment Product Fees
 
2,593

 
2,244

Service Charges on Deposit Accounts
 
2,962

 
2,767

Insurance Revenues
 
4,384

 
4,332

Company Owned Life Insurance
 
734

 
462

Interchange Fee Income
 
2,179

 
1,661

Other Operating Income
 
1,487

 
1,235

Net Gains on Sales of Loans
 
1,646

 
1,603

Net Gains on Securities
 

 
968

TOTAL NON-INTEREST INCOME
 
15,985

 
15,272

 
 
 
 
 
NON-INTEREST EXPENSE
 
 

 
 

Salaries and Employee Benefits
 
22,904

 
21,785

Occupancy Expense
 
3,119

 
2,993

Furniture and Equipment Expense
 
1,287

 
1,112

FDIC Premiums
 
471

 
667

Data Processing Fees
 
2,055

 
3,346

Professional Fees
 
1,716

 
2,098

Advertising and Promotion
 
1,408

 
1,173

Intangible Amortization
 
495

 
520

Other Operating Expenses
 
4,577

 
4,885

TOTAL NON-INTEREST EXPENSE
 
38,032

 
38,579

 
 
 
 
 
Income before Income Taxes
 
26,641

 
20,948

Income Tax Expense
 
7,246

 
6,014

NET INCOME
 
$
19,395

 
$
14,934

 
 
 
 
 
Basic Earnings per Share (1)
 
$
0.85

 
$
0.68

Diluted Earnings per Share (1)
 
$
0.85

 
$
0.68

 
 
 
 
 
Dividends per Share (1)
 
$
0.26

 
$
0.24

(1) Per share data has been adjusted to reflect a 3-for-2 stock split on April 21, 2017. 

See accompanying notes to consolidated financial statements.

6


GERMAN AMERICAN BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, dollars in thousands)
 
 
 
Three Months Ended 
 June 30,
 
 
2017
 
2016
 
 
 
 
 
NET INCOME
 
$
9,839

 
$
9,788

 
 
 
 
 
Other Comprehensive Income:
 
 

 
 

Unrealized Gains on Securities
 
 

 
 

Unrealized Holding Gain Arising During the Period
 
10,133

 
6,134

Reclassification Adjustment for Losses (Gains) Included in Net Income
 

 
(968
)
Tax Effect
 
(3,567
)
 
(1,812
)
Net of Tax
 
6,566

 
3,354

 
 
 
 
 
Total Other Comprehensive Income
 
6,566

 
3,354

 
 
 
 
 
COMPREHENSIVE INCOME
 
$
16,405

 
$
13,142

 

 
 




 
 
Six Months Ended 
 June 30,
 
 
2017
 
2016
 
 
 
 
 
NET INCOME
 
$
19,395

 
$
14,934

 
 
 
 
 
Other Comprehensive Income:
 
 

 
 

Unrealized Gains on Securities
 
 

 
 

Unrealized Holding Gain Arising During the Period
 
16,312

 
12,343

Reclassification Adjustment for Losses (Gains) Included in Net Income
 

 
(968
)
Tax Effect
 
(5,748
)
 
(3,992
)
Net of Tax
 
10,564

 
7,383

 
 
 
 
 
Total Other Comprehensive Income
 
10,564

 
7,383

 
 
 
 
 
COMPREHENSIVE INCOME
 
$
29,959

 
$
22,317










See accompanying notes to consolidated financial statements.

7


GERMAN AMERICAN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, dollars in thousands)
 
 
Six Months Ended 
 June 30,
 
 
2017
 
2016
CASH FLOWS FROM OPERATING ACTIVITIES
 
 

 
 

Net Income
 
$
19,395

 
$
14,934

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

 
 

Net Amortization on Securities
 
1,669

 
1,884

Depreciation and Amortization
 
2,317

 
2,227

Loans Originated for Sale
 
(57,304
)
 
(53,059
)
Proceeds from Sales of Loans Held-for-Sale
 
64,286

 
60,430

Provision for Loan Losses
 
850

 
1,200

Gain on Sale of Loans, net
 
(1,646
)
 
(1,603
)
Gain on Securities, net
 

 
(968
)
Loss (Gain) on Sales of Other Real Estate and Repossessed Assets
 
(7
)
 
1

Loss on Disposition and Donation of Premises and Equipment
 
2

 
5

Increase in Cash Surrender Value of Company Owned Life Insurance
 
(759
)
 
(502
)
Equity Based Compensation
 
637

 
528

Change in Assets and Liabilities:
 
 

 
 

Interest Receivable and Other Assets
 
(196
)
 
5,736

Interest Payable and Other Liabilities
 
(751
)
 
(2,307
)
Net Cash from Operating Activities
 
28,493

 
28,506

 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 

 
 

Purchase of Other Short-term Investments
 

 
(1,000
)
Proceeds from Maturity of Other Short-term Investments
 

 
248

Proceeds from Maturities, Calls, Redemptions of Securities Available-for-Sale
 
40,792

 
46,809

Proceeds from Sales of Securities Available-for-Sale
 

 
105,339

Purchase of Securities Available-for-Sale
 
(56,941
)
 
(91,368
)
Proceeds from Maturities of Securities Held-to-Maturity
 

 
95

Purchase of Federal Home Loan Bank Stock
 

 
(1,350
)
Purchase of Loans
 
(59
)
 
(4,488
)
Loans Made to Customers, net of Payments Received
 
(43,297
)
 
(74,838
)
Proceeds from Sales of Other Real Estate
 
190

 
869

Property and Equipment Expenditures
 
(3,302
)
 
(1,504
)
Acquisition of River Valley Bancorp
 

 
(793
)
Net Cash from Investing Activities
 
(62,617
)
 
(21,981
)
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
 
 

 
 

Change in Deposits
 
13,909

 
45,673

Change in Short-term Borrowings
 
(18,851
)
 
(24,888
)
Advances in Long-term Debt
 
50,000

 

Repayments of Long-term Debt
 
(25,804
)
 
(20,096
)
Issuance of Common Stock
 
(29
)
 
54

Dividends Paid
 
(5,880
)
 
(5,137
)
Net Cash from Financing Activities
 
13,345

 
(4,394
)
 
 
 
 
 
Net Change in Cash and Cash Equivalents
 
(20,779
)
 
2,131

Cash and Cash Equivalents at Beginning of Year
 
64,816

 
52,009

Cash and Cash Equivalents at End of Period
 
$
44,037

 
$
54,140

 
 
 
 
 
Cash Paid During the Period for
 
 

 
 

Interest
 
$
4,913

 
$
3,901

Income Taxes
 
7,239

 
5,133

 
 
 
 
 
Supplemental Non Cash Disclosures
 
 

 
 

Loans Transferred to Other Real Estate
 
$
1,230

 
$
10

Reclassification of Land to Other Assets
 
330

 

See accompanying notes to consolidated financial statements.

8


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(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, 2016. 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 - Common Stock Split

On March 27, 2017, the Company declared a 3-for-2 stock split on the Company's authorized and outstanding common shares. The stock split was distributed on April 21, 2017, to shareholders of record as of April 6, 2017. All share and per share data in this Quarterly Report on Form 10-Q relating to a date or period that precedes April 21, 2017 have been adjusted to retroactively reflect the stock split.

NOTE 3 – Per Share Data
 
The computation of Basic Earnings per Share and Diluted Earnings per Share are as follows:
 
 
Three Months Ended 
 June 30,
 
 
2017
 
2016
Basic Earnings per Share:
 
 

 
 

Net Income
 
$
9,839

 
$
9,788

Weighted Average Shares Outstanding (1)
 
22,929,426

 
22,884,028

Basic Earnings per Share
 
$
0.43

 
$
0.43

 
 
 
 
 
Diluted Earnings per Share:
 
 

 
 

Net Income
 
$
9,839

 
$
9,788

 
 
 
 
 
Weighted Average Shares Outstanding (1)
 
22,929,426

 
22,884,028

Potentially Dilutive Shares, Net
 

 
1,801

Diluted Weighted Average Shares Outstanding (1)
 
22,929,426

 
22,885,829

Diluted Earnings per Share
 
$
0.43

 
$
0.43

 (1) Share and per share data has been adjusted to reflect a 3-for-2 stock split on April 21, 2017.
      
For the three months ended June 30, 2017 and 2016, there were no anti-dilutive shares.


9


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 3 - Per Share Data (continued)

 
 
Six Months Ended 
 June 30,
 
 
2017
 
2016
Basic Earnings per Share:
 
 

 
 

Net Income
 
$
19,395

 
$
14,934

Weighted Average Shares Outstanding (1)
 
22,919,094

 
21,885,655

Basic Earnings per Share
 
$
0.85

 
$
0.68

 
 
 
 
 
Diluted Earnings per Share:
 
 

 
 

Net Income
 
$
19,395

 
$
14,934

 
 
 
 
 
Weighted Average Shares Outstanding (1)
 
22,919,094

 
21,885,655

Potentially Dilutive Shares, Net
 

 
3,958

Diluted Weighted Average Shares Outstanding (1)
 
22,919,094

 
21,889,613

Diluted Earnings per Share
 
$
0.85

 
$
0.68

 (1) Share and per share data has been adjusted to reflect a 3-for-2 stock split on April 21, 2017.

For the six months ended June 30, 2017 and 2016, there were no anti-dilutive shares.

NOTE 4 – 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 June 30, 2017 and December 31, 2016, were as follows:
Securities Available-for-Sale: 
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
 Fair
Value
 
 
 

 
 

 
 

 
 

June 30, 2017
 
 

 
 

 
 

 
 

Obligations of State and Political Subdivisions
 
$
258,242

 
$
9,337

 
$
(592
)
 
$
266,987

MBS/CMO - Residential
 
475,440

 
2,096

 
(4,298
)
 
473,238

Equity Securities
 
353

 

 

 
353

Total
 
$
734,035

 
$
11,433

 
$
(4,890
)
 
$
740,578

 
 
 
 
 
 
 
 
 
December 31, 2016
 
 

 
 

 
 

 
 

Obligations of State and Political Subdivisions
 
$
247,350

 
$
3,847

 
$
(3,678
)
 
$
247,519

MBS/CMO - Residential
 
471,852

 
480

 
(10,418
)
 
461,914

Equity Securities
 
353

 

 

 
353

Total
 
$
719,555

 
$
4,327

 
$
(14,096
)
 
$
709,786

 
   
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.
 

10


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 4 - Securities (continued)

The amortized cost and fair value of securities at June 30, 2017 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
 
$
2,282

 
$
2,303

Due after one year through five years
 
22,311

 
23,357

Due after five years through ten years
 
75,810

 
79,589

Due after ten years
 
157,839

 
161,738

MBS/CMO - Residential
 
475,440

 
473,238

Equity Securities
 
353

 
353

Total
 
$
734,035

 
$
740,578

  

Proceeds from the Sales of Securities are summarized below:
 
 
Three Months Ended
 
Three Months Ended
 
 
June 30, 2017
 
June 30, 2016
 
 
 
 
 
Proceeds from Sales
 
$

 
$
42,364

Gross Gains on Sales
 

 
968

Income Taxes on Gross Gains
 

 
339

 
 
Six Months Ended
 
Six Months Ended
 
 
June 30, 2017
 
June 30, 2016
 
 
 
 
 
Proceeds from Sales
 
$

 
$
105,339

Gross Gains on Sales
 

 
968

Income Taxes on Gross Gains
 

 
339

    
The carrying value of securities pledged to secure repurchase agreements, public and trust deposits, and for other purposes as required by law was $174,047 and $186,572 as of June 30, 2017 and December 31, 2016, respectively.

Below is a summary of securities with unrealized losses as of June 30, 2017 and December 31, 2016, presented by length of time the securities have been in a continuous unrealized loss position:
 
 
Less than 12 Months
 
12 Months or More
 
Total
June 30, 2017
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
 
 
 
 
 
 
 
 
 
 
 
 
Obligations of State and Political Subdivisions
 
$
35,898

 
$
(592
)
 
$

 
$

 
$
35,898

 
$
(592
)
MBS/CMO - Residential
 
241,223

 
(3,198
)
 
45,397

 
(1,100
)
 
286,620

 
(4,298
)
Equity Securities
 

 

 

 

 

 

Total
 
$
277,121

 
$
(3,790
)
 
$
45,397

 
$
(1,100
)
 
$
322,518

 
$
(4,890
)
 
 
Less than 12 Months
 
12 Months or More
 
Total
December 31, 2016
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
 
 
 
 
 
 
 
 
 
 
 
 
Obligations of State and Political Subdivisions
 
$
108,918

 
$
(3,678
)
 
$

 
$

 
$
108,918

 
$
(3,678
)
MBS/CMO - Residential
 
356,040

 
(8,782
)
 
47,271

 
(1,636
)
 
403,311

 
(10,418
)
Equity Securities
 

 

 

 

 

 

Total
 
$
464,958

 
$
(12,460
)
 
$
47,271

 
$
(1,636
)
 
$
512,229

 
$
(14,096
)

11


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 4 - Securities (continued)

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 and collateralized mortgage obligations (MBS/CMO - Residential) in the Company’s portfolio are guaranteed by government sponsored entities, are investment grade, and are performing as expected.

The Company's equity securities consist of one non-controlling investment in a single banking organization at June 30, 2017 and December 31, 2016. The original investment totaled $1,350 and other-than-temporary impairment was previously recorded totaling $997. When a decline in fair value below cost is deemed to be other-than-temporary, the unrealized loss must be recognized as a charge to earnings.
 
NOTE 5 – 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 $84.5 million at June 30, 2017 and $67.9 million at December 31, 2016. 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 approved, reputable, 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:
 
 
June 30, 2017
 
December 31, 2016
 
 
Notional
Amount
 
Fair Value
 
Notional
Amount
 
Fair Value
Included in Other Assets:
 
 

 
 

 
 

 
 

Interest Rate Swaps
 
$
84,546

 
$
1,655

 
$
67,902

 
$
1,291

 
 
 
 
 
 
 
 
 
Included in Other Liabilities:
 
 

 
 

 
 

 
 

Interest Rate Swaps
 
$
84,546

 
$
1,736

 
$
67,902

 
$
1,238


The following table presents the effect of derivative instruments on the Consolidated Statements of Income for the periods presented:
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
 
2017
 
2016
 
2017
 
2016
Interest Rate Swaps:
 
 

 
 

 
 

 
 

Included in Other Operating Income
 
$

 
$
104

 
$
348

 
$
158



12


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 6 – Loans
 
Loans were comprised of the following classifications at June 30, 2017 and December 31, 2016: 
 
 
June 30,
2017
 
December 31,
2016
Commercial:
 
 

 
 

Commercial and Industrial Loans and Leases
 
$
467,754

 
$
457,372

Commercial Real Estate Loans
 
870,100

 
856,094

Agricultural Loans
 
313,254

 
303,128

Retail:
 
 

 
 

Home Equity Loans
 
141,377

 
133,575

Consumer Loans
 
61,185

 
59,945

Residential Mortgage Loans
 
181,477

 
183,290

Subtotal
 
2,035,147

 
1,993,404

Less: Unearned Income
 
(3,404
)
 
(3,449
)
Allowance for Loan Losses
 
(15,320
)
 
(14,808
)
Loans, Net
 
$
2,016,423

 
$
1,975,147


The following tables present the activity in the allowance for loan losses by portfolio class for the three months ended June 30, 2017 and 2016:
June 30, 2017
 
Commercial and Industrial
Loans and Leases
 
Commercial Real Estate Loans
 
Agricultural
Loans
 
Home Equity Loans
 
Consumer Loans
 
Residential Mortgage Loans
 
Unallocated
 
Total
Beginning Balance
 
$
3,612

 
$
5,696

 
$
4,361

 
$
299

 
$
244

 
$
348

 
$
606

 
$
15,166

Provision for Loan Losses
 
62

 
(259
)
 
468

 
16

 
54

 
19

 
(10
)
 
350

Recoveries
 
7

 
34

 

 
2

 
67

 
8

 

 
118

Loans Charged-off
 
(9
)
 
(155
)
 

 
(17
)
 
(111
)
 
(22
)
 

 
(314
)
Ending Balance
 
$
3,672

 
$
5,316

 
$
4,829

 
$
300

 
$
254

 
$
353

 
$
596

 
$
15,320


June 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
 
$
4,346

 
$
6,463

 
$
2,529

 
$
352

 
$
230

 
$
531

 
$
710

 
$
15,161

Provision for Loan Losses
 
(180
)
 
68

 
175

 
9

 
66

 
196

 
16

 
350

Recoveries
 
24

 
2

 

 

 
43

 
4

 

 
73

Loans Charged-off
 

 

 

 
(11
)
 
(97
)
 
(172
)
 

 
(280
)
Ending Balance
 
$
4,190

 
$
6,533

 
$
2,704

 
$
350

 
$
242

 
$
559

 
$
726

 
$
15,304


13


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 6 - Loans (continued)

The following tables present the activity in the allowance for loan losses by portfolio class for the six months ended June 30, 2017 and 2016:
June 30, 2017
 
Commercial and Industrial
Loans and Leases
 
Commercial Real Estate Loans
 
Agricultural
Loans
 
Home Equity Loans
 
Consumer Loans
 
Residential Mortgage Loans
 
Unallocated
 
Total
Beginning Balance
 
$
3,725

 
$
5,452

 
$
4,094

 
$
283

 
$
235

 
$
329

 
$
690

 
$
14,808

Provision for Loan Losses
 
(53
)
 
19

 
735

 
33

 
172

 
38

 
(94
)
 
850

Recoveries
 
9

 
39

 

 
2

 
127

 
35

 

 
212

Loans Charged-off
 
(9
)
 
(194
)
 

 
(18
)
 
(280
)
 
(49
)
 

 
(550
)
Ending Balance
 
$
3,672

 
$
5,316

 
$
4,829

 
$
300

 
$
254

 
$
353

 
$
596

 
$
15,320

June 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
 
(75
)
 
188

 
589

 
40

 
93

 
351

 
14

 
1,200

Recoveries
 
28

 
3

 

 
1

 
88

 
9

 

 
129

Loans Charged-off
 
(5
)
 

 

 
(74
)
 
(169
)
 
(215
)
 

 
(463
)
Ending Balance
 
$
4,190

 
$
6,533

 
$
2,704

 
$
350

 
$
242

 
$
559

 
$
726

 
$
15,304


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.

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.












14


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 6 - 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 June 30, 2017 and December 31, 2016:
June 30, 2017
 
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
 
$
260

 
$
10

 
$
180

 
$
70

 
$

 
$

 
$

 
$

Collectively Evaluated for Impairment
 
15,000

 
3,659

 
5,132

 
4,711

 
300

 
249

 
353

 
596

Acquired with Deteriorated Credit Quality
 
60

 
3

 
4

 
48

 

 
5

 

 

Total Ending Allowance Balance
 
$
15,320

 
$
3,672

 
$
5,316

 
$
4,829

 
$
300

 
$
254

 
$
353

 
$
596


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Loans Individually Evaluated for Impairment
 
$
1,413

 
$
187

 
$
836

 
$
390

 
$

 
$

 
$

 
n/m(2)

Loans Collectively Evaluated for Impairment
 
2,031,844

 
467,531

 
864,532

 
315,691

 
141,851

 
61,281

 
180,958

 
n/m(2)

Loans Acquired with Deteriorated Credit Quality
 
9,513

 
1,247

 
6,602

 
683

 

 
53

 
928

 
n/m(2)

Total Ending Loans Balance(1)
 
$
2,042,770

 
$
468,965

 
$
871,970

 
$
316,764

 
$
141,851

 
$
61,334

 
$
181,886

 
n/m(2)

 
 
(1)Total recorded investment in loans includes $7,623 in accrued interest.
(2)n/m = not meaningful
December 31, 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
 
$
255

 
$
24

 
$
231

 
$

 
$

 
$

 
$

 
$

Collectively Evaluated for Impairment
 
14,448

 
3,698

 
5,172

 
4,046

 
283

 
230

 
329

 
690

Acquired with Deteriorated Credit Quality
 
105

 
3

 
49

 
48

 

 
5

 

 

Total Ending Allowance Balance
 
$
14,808

 
$
3,725

 
$
5,452

 
$
4,094

 
$
283

 
$
235

 
$
329

 
$
690


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Loans Individually Evaluated for Impairment
 
$
1,239

 
$
113

 
$
832

 
$
294

 
$

 
$

 
$

 
n/m(2)

Loans Collectively Evaluated for Impairment
 
1,989,128

 
456,769

 
849,510

 
305,946

 
134,032

 
60,046

 
182,825

 
n/m(2)

Loans Acquired with Deteriorated Credit Quality
 
11,048

 
1,656

 
7,688

 
706

 

 
53

 
945

 
n/m(2)

Total Ending Loans Balance(1)
 
$
2,001,415

 
$
458,538

 
$
858,030

 
$
306,946

 
$
134,032

 
$
60,099

 
$
183,770

 
n/m(2)

 
(1)Total recorded investment in loans includes $8,011 in accrued interest.
(2)n/m = not meaningful 

15


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 6 - Loans (continued)

The following tables present loans individually evaluated for impairment by class of loans as of June 30, 2017 and December 31, 2016:
June 30, 2017
 
Unpaid Principal Balance(1)
 
 Recorded Investment
 
Allowance for Loan Losses Allocated
With No Related Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
$
196

 
$
139

 
$

Commercial Real Estate Loans
 
838

 
450

 

Agricultural Loans
 
199

 
162

 

Subtotal
 
1,233

 
751

 

With An Allowance Recorded:
 
 

 
 

 


Commercial and Industrial Loans and Leases
 
105

 
64

 
13

Commercial Real Estate Loans
 
800

 
791

 
184

Agricultural Loans
 
806

 
715

 
118

Subtotal
 
1,711

 
1,570

 
315

Total
 
$
2,944

 
$
2,321

 
$
315

 
 
 
 
 
 
 
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
 
$
581

 
$
203

 
$

Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above)
 
$
844

 
$
705

 
$
55

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


December 31, 2016
 
Unpaid Principal Balance(1)
 
 Recorded Investment
 
Allowance for Loan Losses Allocated
With No Related Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
$
85

 
$
29

 
$

Commercial Real Estate Loans
 
1,278

 
784

 

Agricultural Loans
 
356

 
294

 

Subtotal
 
1,719

 
1,107

 

With An Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
148

 
107

 
27

Commercial Real Estate Loans
 
839

 
827

 
280

Agricultural Loans
 
588

 
497

 
48

Subtotal
 
1,575

 
1,431

 
355

Total
 
$
3,294

 
$
2,538

 
$
355

 
 
 
 
 
 
 
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
 
$
1,018

 
$
531

 
$

Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above)
 
$
910

 
$
768

 
$
100

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

16


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 6 - Loans (continued)

The following tables present loans individually evaluated for impairment by class of loans for the three month period ended June 30, 2017 and 2016:
June 30, 2017
 
Average Recorded
Investment
 
Interest Income Recognized
 
Cash Basis
Recognized
With No Related Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
$
150

 
$
2

 
$
1

Commercial Real Estate Loans
 
1,124

 
26

 
26

Agricultural Loans
 
496

 
19

 
16

Subtotal
 
1,770

 
47

 
43

With An Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
65

 
1

 

Commercial Real Estate Loans
 
795

 
4

 

Agricultural Loans
 
727

 

 

Subtotal
 
1,587

 
5

 

Total
 
$
3,357

 
$
52

 
$
43

 
 
 
 
 
 
 
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
 
$
245

 
$
25

 
$
25

Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above)
 
$
712

 
$
4

 
$


June 30, 2016
 
Average Recorded
Investment
 
Interest Income Recognized
 
Cash Basis
Recognized
With No Related Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
$
185

 
$
3

 
$
1

Commercial Real Estate Loans
 
3,397

 
6

 
1

Agricultural Loans
 
845

 

 

Subtotal
 
4,427

 
9

 
2

With An Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
86

 

 

Commercial Real Estate Loans
 
2,198

 
1

 

Agricultural Loans
 

 

 

Subtotal
 
2,284

 
1

 

Total
 
$
6,711

 
$
10

 
$
2

 
 
 
 
 
 
 
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
 
$
2,324

 
$
4

 
$
1

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
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 6 - Loans (continued)

The following tables present loans individually evaluated for impairment by class of loans for the six month period ended June 30, 2017 and 2016:
June 30, 2017
 
Average Recorded
Investment
 
Interest Income Recognized
 
Cash Basis
Recognized
With No Related Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
$
83

 
$
2

 
$
2

Commercial Real Estate Loans
 
823

 
30

 
29

Agricultural Loans
 
607

 
24

 
16

Subtotal
 
1,513

 
56

 
47

With An Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
84

 
2

 
1

Commercial Real Estate Loans
 
1,609

 
10

 
6

Agricultural Loans
 
612

 

 

Subtotal
 
2,305

 
12

 
7

Total
 
$
3,818

 
$
68

 
$
54

 
 
 
 
 
 
 
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
 
$
311

 
$
25

 
$
25

Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above)
 
$
721

 
$
11

 
$
7


June 30, 2016
 
Average Recorded
Investment
 
Interest Income Recognized
 
Cash Basis
Recognized
With No Related Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
$
133

 
$
25

 
$
12

Commercial Real Estate Loans
 
1,988

 
24

 
4

Agricultural Loans
 
428

 
2

 
1

Subtotal
 
2,549

 
51

 
17

With An Allowance Recorded:
 
 

 
 

 
 

Commercial and Industrial Loans and Leases
 
108

 

 

Commercial Real Estate Loans
 
2,216

 
2

 

Agricultural Loans
 

 

 

Subtotal
 
2,324

 
2

 

Total
 
$
4,873

 
$
53

 
$
17

 
 
 
 
 
 
 
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
 
$
1,697

 
$
12

 
$
2

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
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 6 - 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 June 30, 2017 and December 31, 2016:
 
 
Non-Accrual Loans
 
Loans Past Due 90 Days
or More & Still Accruing
 
 
June 30,
 
December 31,
 
June 30,
 
December 31,
 
 
2017
 
2016
 
2017
 
2016
Commercial and Industrial Loans and Leases
 
$
60

 
$
86

 
$

 
$
2

Commercial Real Estate Loans
 
982

 
1,408

 
32

 

Agricultural Loans
 
878

 
792

 
31

 

Home Equity Loans
 
72

 
73

 

 

Consumer Loans
 
433

 
85

 

 

Residential Mortgage Loans
 
672

 
1,349

 

 

Total
 
$
3,097

 
$
3,793

 
$
63

 
$
2

Loans Acquired With Deteriorated Credit Quality (Included in the Total Above)
 
$
820

 
$
1,264

 
$

 
$


The following tables present the aging of the recorded investment in past due loans by class of loans as of June 30, 2017 and December 31, 2016:
June 30, 2017
 
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
 
$
468,965

 
$
51

 
$
3

 
$
53

 
$
107

 
$
468,858

Commercial Real Estate Loans
 
871,970

 
1,060

 
52

 
393

 
1,505

 
870,465

Agricultural Loans
 
316,764

 
110

 

 
746

 
856

 
315,908

Home Equity Loans
 
141,851

 
234

 
19

 
72

 
325

 
141,526

Consumer Loans
 
61,334

 
164

 
40

 
433

 
637

 
60,697

Residential Mortgage Loans
 
181,886

 
2,791

 
982

 
382

 
4,155

 
177,731

Total(1)
 
$
2,042,770

 
$
4,410

 
$
1,096

 
$
2,079

 
$
7,585

 
$
2,035,185

Loans Acquired With Deteriorated Credit Quality (Included in the Total Above)
 
$
9,513

 
$

 
$

 
$
568

 
$
568

 
$
8,945

(1)Total recorded investment in loans includes $7,623 in accrued interest.
December 31, 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
 
$
458,538

 
$
20

 
$
4

 
$
77

 
$
101

 
$
458,437

Commercial Real Estate Loans
 
858,030

 
1,509

 
21

 
330

 
1,860

 
856,170

Agricultural Loans
 
306,946

 
84

 
50

 
610

 
744

 
306,202

Home Equity Loans
 
134,032

 
707

 
16

 
73

 
796

 
133,236

Consumer Loans
 
60,099

 
175

 
147

 
85

 
407

 
59,692

Residential Mortgage Loans
 
183,770

 
3,470

 
1,251

 
806

 
5,527

 
178,243

Total(1)
 
$
2,001,415

 
$
5,965

 
$
1,489

 
$
1,981

 
$
9,435

 
$
1,991,980

Loans Acquired With Deteriorated Credit Quality (Included in the Total Above)
 
$
11,048

 
$
130

 
$

 
$
627

 
$
757

 
$
10,291

Loans Acquired in Current Year
     (Included in the Total Above)
 
$
262,809

 
$
2,752

 
$
862

 
$
1,126

 
$
4,740

 
$
258,069

(1)Total recorded investment in loans includes $8,011 in accrued interest.


19


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 6 - 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 months ended June 30, 2017 there was one loan modified as a troubled debt restructuring. During the six months ended June 30, 2017, there were two loans modified as troubled debt restructurings. During the three and six months ended June 30, 2016, 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 June 30, 2017 and December 31, 2016:
June 30, 2017
 
Total
 
Performing
 
Non-Accrual(1)
Commercial and Industrial Loans and Leases
 
$
127

 
$
127

 
$

Commercial Real Estate Loans
 
27

 
27

 

Total
 
$
154

 
$
154

 
$

December 31, 2016
 
Total
 
Performing
 
Non-Accrual(1)
Commercial and Industrial Loans and Leases
 
$
28

 
$
28

 
$

Commercial Real Estate Loans
 

 

 

Total
 
$
28

 
$
28

 
$

 
 
(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 June 30, 2017 and December 31, 2016 to customers with outstanding loans that are classified as troubled debt restructurings. The total allowance associated with the loans modified as troubled debt restructurings as of June 30, 2017 and December 31, 2016 was $16 and $3, respectively.

The following tables present loans by class modified as troubled debt restructurings that occurred during the three months ending June 30, 2017 and 2016:
June 30, 2017
 
Number of Loans
 
Pre-Modification Outstanding Recorded Investment
 
Post-Modification Outstanding Recorded Investment
Commercial and Industrial Loans and Leases
 
1

 
$
127

 
$
127

Commercial Real Estate Loans
 

 

 

Total
 
1

 
$
127

 
$
127

       
The troubled debt restructurings described above increased the allowance for loan losses by $8 and resulted in charge-offs of $0 during the three months ending June 30, 2017.
June 30, 2016
 
Number of Loans
 
Pre-Modification Outstanding Recorded Investment
 
Post-Modification Outstanding Recorded Investment
Commercial and Industrial Loans and Leases
 

 
$

 
$

Commercial Real Estate Loans
 

 

 

Total
 

 
$

 
$

The troubled debt restructurings described above increased the allowance for loan losses by $0 and resulted in charge-offs of $0 during the three months ending June 30, 2016.

20


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 6 - Loans (continued)

The following tables present loans by class modified as troubled debt restructurings that occurred during the six months ending June 30, 2017 and 2016:
June 30, 2017
 
Number of Loans
 
Pre-Modification Outstanding Recorded Investment
 
Post-Modification Outstanding Recorded Investment
Commercial and Industrial Loans and Leases
 
1

 
$
127

 
$
127

Commercial Real Estate Loans
 
1

 
28

 
28

Total
 
2

 
$
155

 
$
155

     
The troubled debt restructurings described above increased the allowance for loan losses by $10 and resulted in charge-offs of $0 during the six months ending June 30, 2017.

June 30, 2016
 
Number of Loans
 
Pre-Modification Outstanding Recorded Investment
 
Post-Modification Outstanding Recorded Investment
Commercial and Industrial Loans and Leases
 

 
$

 
$

Commercial Real Estate Loans
 

 

 

Total
 

 
$

 
$

    
The troubled debt restructurings described above increased the allowance for loan losses by $0 and resulted in charge-offs of $0 during the six months ending June 30, 2016.

Additionally, there were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the three and six months ending June 30, 2017 and 2016.

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 $250. 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 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.
 

21


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 6 - Loans (continued)

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:
June 30, 2017
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Total
Commercial and Industrial Loans and Leases
 
$
449,772

 
$
8,792

 
$
10,401

 
$

 
$
468,965

Commercial Real Estate Loans
 
833,572

 
23,865

 
14,533

 

 
871,970

Agricultural Loans
 
287,410

 
26,230

 
3,124

 

 
316,764

Total
 
$
1,570,754

 
$
58,887

 
$
28,058

 
$

 
$
1,657,699

Loans Acquired With Deteriorated Credit Quality (Included in the Total Above)
 
$
1,479

 
$
3,120

 
$
3,933

 
$

 
$
8,532

December 31, 2016
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Total
Commercial and Industrial Loans and Leases
 
$
437,353

 
$
10,454

 
$
10,731

 
$

 
$
458,538

Commercial Real Estate Loans
 
814,033

 
26,549

 
17,448

 

 
858,030

Agricultural Loans
 
287,975

 
14,670

 
4,301

 

 
306,946

Total
 
$
1,539,361

 
$
51,673

 
$
32,480

 
$

 
$
1,623,514

Loans Acquired With Deteriorated Credit Quality (Included in the Total Above)
 
$
1,897

 
$
3,121

 
$
5,032

 
$

 
$
10,050

Loans Acquired in Current Year
     (Included in the Total Above)
 
$
175,915

 
$
11,638

 
$
8,145

 
$

 
$
195,698

    
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 June 30, 2017 and December 31, 2016:
June 30, 2017
 
Home Equity Loans
 
Consumer Loans
 
Residential Mortgage Loans
Performing
 
$
141,779

 
$
60,901

 
$
181,214

Nonperforming
 
72

 
433

 
672

Total
 
$
141,851

 
$
61,334

 
$
181,886

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

 
$
53

 
$
928

 
December 31, 2016
 
Home Equity Loans
 
Consumer Loans
 
Residential Mortgage Loans
Performing
 
$
133,959

 
$
60,014

 
$
182,421

Nonperforming
 
73

 
85

 
1,349

Total
 
$
134,032

 
$
60,099

 
$
183,770

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

 
$
53

 
$
945

 

22


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 6 - 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: 
 
 
June 30, 2017
 
December 31, 2016
 
 
 
 
 
Commercial and Industrial Loans
 
$
1,247

 
$
1,656

Commercial Real Estate Loans
 
6,602

 
7,688

Agricultural Loans
 
683

 
706

Consumer Loans
 
53

 
53

Residential Mortgage Loans
 
928

 
945

Total
 
$
9,513

 
$
11,048

 
 
 

 
 

Carrying Amount, Net of Allowance
 
$
9,453

 
$
10,943

 
Accretable yield, or income expected to be collected, is as follows:
 
 
2017
 
2016
 
 
 
 
 
Balance at April 1
 
$
2,790

 
$
2,613

New Loans Purchased
 

 

Accretion of Income
 
(240
)
 
(415
)
Reclassifications from Non-accretable Difference
 
155

 

Charge-off of Accretable Yield
 

 

Balance at June 30
 
$
2,705

 
$
2,198

    
For those purchased loans disclosed above, the Company did not increase the allowance for loan losses during the three months ended June 30, 2017 and 2016. The Company reversed allowances for loan losses of $56 during the three months ended June 30, 2017. No allowance for loan losses were reversed during the three months ended June 30, 2016.

 
 
2017
 
2016
 
 
 
 
 
Balance at January 1
 
$
2,521

 
$
1,279

New Loans Purchased
 

 
1,395

Accretion of Income
 
(282
)
 
(476
)
Reclassifications from Non-accretable Difference
 
466

 

Charge-off of Accretable Yield
 

 

Balance at June 30
 
$
2,705

 
$
2,198

    
For those purchased loans disclosed above, the Company increased the allowance for loan losses by $11 and $0 during the six months ended June 30, 2017 and 2016. The Company reversed allowances for loan losses of $56 during the six months ended June 30, 2017. No allowance for loan losses was reversed during the six months ended June 30, 2016.

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 $137 as of June 30, 2017 and $202 as of December 31, 2016.


23


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 7 – 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 $43,026 and $42,412 as of June 30, 2017 and December 31, 2016, 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 8 – 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 June 30, 2017. 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.
 

Core
Banking

Trust and Investment Advisory Services

Insurance

Other

Consolidated Totals
Three Months Ended

 


 


 


 


 

June 30, 2017

 


 


 





 

Net Interest Income

$
24,999


$
1


$
2


$
(189
)

$
24,813

Net Gains on Sales of Loans

959








959

Net Gains on Securities










Trust and Investment Product Fees

1


1,350




(1
)

1,350

Insurance Revenues

12


8


1,724




1,744

Noncash Items:













 

Provision for Loan Losses

350








350

Depreciation and Amortization

1,103


4


19


64


1,190

Income Tax Expense (Benefit)

3,615


49


48


(287
)

3,425

Segment Profit (Loss)

9,791


66


74


(92
)

9,839

Segment Assets at June 30, 2017

3,001,898


1,907


9,774


(8,776
)

3,004,803

 

24


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 8 - Segment Information (continued)

 

Core
Banking

Trust and Investment Advisory Services

Insurance

Other

Consolidated Totals
Three Months Ended

 


 


 


 


 

June 30, 2016

 


 


 


 


 

Net Interest Income

$
24,873


$
1


$
1


$
(204
)

$
24,671

Net Gains on Sales of Loans

883








883

Net Gains on Securities

968








968

Trust and Investment Product Fees

2


1,221






1,223

Insurance Revenues

4


5


1,596




1,605

Noncash Items:

 


 


 


 


 

Provision for Loan Losses

350








350

Depreciation and Amortization

1,089


1


25


64


1,179

Income Tax Expense (Benefit)

4,419


50


58


(278
)

4,249

Segment Profit (Loss)

9,800


76


87


(175
)

9,788

Segment Assets at December 31, 2016

2,958,585


1,851


8,494


(12,936
)

2,955,994

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

 
 

 
 

 
 

 
 

June 30, 2017
 
 

 
 

 
 

 
 
 
 

Net Interest Income
 
$
49,908

 
$
2

 
$
4

 
$
(376
)
 
$
49,538

Net Gains on Sales of Loans
 
1,646

 

 

 

 
1,646

Net Gains on Securities
 

 

 

 

 

Trust and Investment Product Fees
 
2

 
2,594

 

 
(3
)
 
2,593

Insurance Revenues
 
14

 
13

 
4,357

 

 
4,384

Noncash Items:
 
 
 
 
 
 
 
 
 
 

Provision for Loan Losses
 
850

 

 

 

 
850

Depreciation and Amortization
 
2,144

 
7

 
38

 
128

 
2,317

Income Tax Expense (Benefit)
 
7,237

 
83

 
475

 
(549
)
 
7,246

Segment Profit (Loss)
 
18,756

 
110

 
747

 
(218
)
 
19,395

Segment Assets at June 30, 2017
 
3,001,898

 
1,907

 
9,774

 
(8,776
)
 
3,004,803


25


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 8 - Segment Information (continued)

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

 
 

 
 

 
 

 
 

June 30, 2016
 
 

 
 

 
 

 
 
 
 

Net Interest Income
 
$
45,771

 
$

 
$
3

 
$
(319
)
 
$
45,455

Net Gains on Sales of Loans
 
1,603

 

 

 

 
1,603

Net Gains on Securities
 
968

 

 

 

 
968

Trust and Investment Product Fees
 
3

 
2,241

 

 

 
2,244

Insurance Revenues
 
8

 
13

 
4,311

 

 
4,332

Noncash Items:
 
 
 
 
 
 
 
 
 
 

Provision for Loan Losses
 
1,200

 

 

 

 
1,200

Depreciation and Amortization
 
2,064

 
2

 
51

 
110

 
2,227

Income Tax Expense (Benefit)
 
6,100

 
64

 
568

 
(718
)
 
6,014

Segment Profit (Loss)
 
14,881

 
83

 
877

 
(907
)
 
14,934

Segment Assets at December 31, 2016
 
2,958,585

 
1,851

 
8,494

 
(12,936
)
 
2,955,994


NOTE 9 – Stock Repurchase Plan
 
On April 26, 2001, the Company announced that its Board of Directors approved a stock repurchase program for up to 911,631 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 June 30, 2017, the Company had purchased 502,447 shares under the program. No shares were purchased under the program during the three or six months ended June 30, 2017 and 2016.

NOTE 10 – 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 June 30, 2017, the Company has reserved 412,104 shares of common stock 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 and six months ended June 30, 2017 and 2016, the Company granted no options.  The Company recorded no stock compensation expense applicable to options during the three and six months ended June 30, 2017 and 2016 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 June 30, 2017, the Company granted awards of 210 shares of restricted stock. The Company granted no shares of restricted stock during the three months ended June 30, 2016. During the six months ended June 30, 2017 and 2016, the Company granted awards of 38,100 and 48,375 shares of restricted stock, respectively. Total unvested restricted stock awards at June 30, 2017 and December 31, 2016 were 91,263 and 53,163, respectively.

26


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 10 - Equity Plans and Equity Based Compensation (continued)

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
June 30,
 

2017

2016







Restricted Stock Expense

$
342


$
267

Cash Entitlement Expense

181


142

Tax Effect

(205
)

(165
)
Net of Tax

$
318


$
244

 
 
Six Months Ended
June 30,
 
 
2017
 
2016
 
 
 
 
 
Restricted Stock Expense
 
$
649

 
$
855

Cash Entitlement Expense
 
340

 
284

Tax Effect
 
(388
)
 
(461
)
Net of Tax
 
$
601

 
$
678

    
Unrecognized expense associated with the restricted stock grants and cash entitlements totaled $2,739 and $2,411 as of June 30, 2017 and 2016, 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 750,000 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. At June 30, 2017, there were 577,426 shares available for future issuance under this plan. Funding for the purchase of common stock is from employee and Company contributions. 

There was no expense recorded for the employee stock purchase plan during the three or six months ended June 30, 2017. There was no expense recorded for the employee stock purchase plan during the three and six months ended June 30, 2016. There was no unrecognized compensation expense as of June 30, 2017 and 2016 for the Employee Stock Purchase Plan.
 
NOTE 11 – 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

27


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 11 - Fair Value (continued)

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 June 30, 2017, the Company held $6.8 million in Level 3 securities which consist of $6.5 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 includes 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.
 
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.

Loan Servicing Rights: On a quarterly basis, loan servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying amount resulting in a Level 2 classification. The valuation model utilizes interest rate, prepayment speed, and default rate assumptions that market participants would use in estimating future net servicing income and that can be validated against available market data.

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.


28


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 11 - Fair Value (continued)

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 June 30, 2017 Using
 
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant
Unobservable Inputs (Level 3)
 
Total
Assets:
 
 

 
 

 
 

 
 

Obligations of State and Political Subdivisions
 
$

 
$
260,523

 
$
6,464

 
$
266,987

MBS/CMO - Residential
 

 
473,238

 

 
473,238

Equity Securities
 

 

 
353

 
353

Total Securities
 
$

 
$
733,761

 
$
6,817

 
$
740,578

 
 
 
 
 
 
 
 
 
Loans Held-for-Sale
 
$

 
$
9,844

 
$

 
$
9,844

 
 
 
 
 
 
 
 
 
Derivative Assets
 
$

 
$
1,655

 
$

 
$
1,655

 
 
 
 
 
 
 
 
 
Mortgage Servicing Rights
 
$

 
$
575

 
$

 
$
575

 
 
 
 
 
 
 
 
 
Derivative Liabilities
 
$

 
$
1,736

 
$

 
$
1,736


 
 
Fair Value Measurements at December 31, 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:
 
 

 
 

 
 

 
 

Obligations of State and Political Subdivisions
 
$

 
$
240,224

 
$
7,295

 
$
247,519

MBS/CMO - Residential
 

 
461,914

 

 
461,914

Equity Securities
 

 

 
353

 
353

Total Securities
 
$

 
$
702,138

 
$
7,648

 
$
709,786

 
 
 
 
 
 
 
 
 
Loans Held-for-Sale
 
$

 
$
15,273

 
$

 
$
15,273

 
 
 
 
 
 
 
 
 
Derivative Assets
 
$

 
$
1,291

 
$

 
$
1,291

 
 
 
 
 
 
 
 
 
Mortgage Servicing Rights
 
$

 
$
611

 
$

 
$
611

 
 
 
 
 
 
 
 
 
Derivative Liabilities
 
$

 
$
1,238

 
$

 
$
1,238

    
There were no transfers between Level 1 and Level 2 for the periods ended June 30, 2017 and December 31, 2016.
 
At June 30, 2017, the aggregate fair value of the Loans Held-for-Sale was $9,844. Aggregate contractual principal balance was $9,622 with a difference of $222. At December 31, 2016, the aggregate fair value of the Loans Held-for-Sale was $15,273. Aggregate contractual principal balance was $14,983 with a difference of $290.

29


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 11 - 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 six months ended June 30, 2017 and 2016:
 
 
Obligations of State and Political Subdivisions
 
Equity Securities
 
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
 
Balance of Recurring Level 3 Assets at April 1
 
$
6,447

 
$
8,196

 
$
353

 
$
353

Total Gains or Losses Included in Other Comprehensive Income
 
17

 
17

 

 

Maturities / Calls
 

 

 

 

Purchases
 

 

 

 

Balance of Recurring Level 3 Assets at June 30
 
$
6,464

 
$
8,213

 
$
353

 
$
353

 

Obligations of State and Political Subdivisions

Equity Securities
 

2017

2016

2017

2016













Balance of Recurring Level 3 Assets at January 1

$
7,295


$
9,020


$
353


$
353

Total Gains or Losses Included in Other Comprehensive Income

34


38





Maturities / Calls

(865
)

(845
)




Purchases








Balance of Recurring Level 3 Assets at June 30

$
6,464


$
8,213


$
353


$
353

      
Of the total gain/loss for the three and six months ended June 30, 2017, $17 and $34 was attributable to other changes in fair value. Of the total gain/loss included in other comprehensive income for the three and six months ended June 30, 2016, $17 and $38, respectively, was attributable to other changes in fair value. 
 
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 June 30, 2017 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
 
$

 
$

 
$
37

 
$
37

Commercial Real Estate Loans
 

 

 
410

 
410

Agricultural Loans
 

 

 
158

 
158

 
 
 
Fair Value Measurements at December 31, 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
 
$

 
$

 
$
60

 
$
60

Commercial Real Estate Loans
 

 

 
348

 
348

Agricultural Loans
 

 

 

 


30


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 11 - Fair Value (continued)

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $865 with a valuation allowance of $260, resulting in a decrease to the provision for loan losses of $273 for the three months ended June 30, 2017 and an increase to the provision for loan losses of $5 for the six months ended June 30, 2017. For the three and six months ended June 30, 2016, impaired loans resulted in a reduction to the provision for loan losses of $5 and $8, respectively. Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $663 with a valuation allowance of $255, resulting in an increase to the provision for loan losses of $115 for the year ended December 31, 2016.
 
There was no Other Real Estate carried at fair value less costs to sell at June 30, 2017. No charge to earnings was included in the three and six months ended June 30, 2017 and 2016. There was no Other Real Estate carried at fair value less costs to sell at December 31, 2016. A charge to earnings through Other Operating Income of $75 was included in the year ended December 31, 2016.

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 June 30, 2017 and December 31, 2016:
June 30, 2017
 
Fair Value

Valuation Technique(s)

Unobservable Input(s)

Range (Weighted Average)

 








Impaired Loans - Commercial and Industrial Loans
 
$
37

 
Sales comparison approach
 
Adjustment for physical condition of comparable properties sold
 
0%-100%
(95%)
Impaired Loans - Commercial Real Estate Loans
 
$
410


Sales comparison approach

Adjustment for physical condition of comparable properties sold

33%-76%
(52%)
Impaired Loans - Agricultural Loans
 
$
158

 
Sales comparison approach
 
Adjustment for physical condition of comparable properties sold
 
35%
(35%)

December 31, 2016
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Input(s)
 
Range (Weighted Average)
 
 
 
 
 
 
 
 
 
Impaired Loans - Commercial and Industrial Loans
 
$
60

 
Sales comparison approach
 
Adjustment for physical condition of comparable properties sold
 
0%-100%
(89%)
Impaired Loans - Commercial Real Estate Loans
 
$
348

 
Sales comparison approach
 
Adjustment for physical condition of comparable properties sold
 
33%-77%
(56%)
     
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 June 30, 2017 and December 31, 2016. 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.

31


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 11 - Fair Value (continued)

 
 
 
 
Fair Value Measurements at
June 30, 2017 Using
 
 
Carrying Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial Assets:
 
 

 
 

 
 

 
 

 
 

Cash and Short-term Investments
 
$
44,037

 
$
36,833

 
$
7,204

 
$

 
$
44,037

Loans, Net
 
2,015,818

 

 

 
2,011,522

 
2,011,522

FHLB Stock and Other Restricted Stock
 
13,048

 
N/A

 
N/A

 
N/A

 
N/A

Accrued Interest Receivable
 
11,287

 

 
3,555

 
7,732

 
11,287

Financial Liabilities:
 
 

 
 

 
 

 
 

 
 

Demand, Savings, and Money Market Deposits
 
(2,011,047
)
 
(2,011,047
)
 

 

 
(2,011,047
)
Time Deposits
 
(352,274
)
 

 
(351,112
)
 

 
(351,112
)
Short-term Borrowings
 
(118,703
)
 

 
(118,703
)
 

 
(118,703
)
Long-term Debt
 
(144,766
)
 

 
(133,346
)
 
(11,110
)
 
(144,456
)
Accrued Interest Payable
 
(773
)
 

 
(758
)
 
(15
)
 
(773
)
 
 
 
 
 
Fair Value Measurements at
December 31, 2016 Using
 
 
Carrying Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial Assets:
 
 

 
 

 
 

 
 

 
 

Cash and Short-term Investments
 
$
64,816

 
$
48,467

 
$
16,349

 
$

 
$
64,816

Loans, Net
 
1,974,074

 

 

 
1,980,523

 
1,980,523

FHLB Stock and Other Restricted Stock
 
13,048

 
N/A

 
N/A

 
N/A

 
N/A

Accrued Interest Receivable
 
11,413

 

 
3,289

 
8,124

 
11,413

Financial Liabilities:
 
 

 
 

 
 

 
 

 
 

Demand, Savings, and Money Market Deposits
 
(1,971,370
)
 
(1,971,370
)
 

 

 
(1,971,370
)
Time Deposits
 
(378,181
)
 

 
(378,000
)
 

 
(378,000
)
Short-term Borrowings
 
(137,554
)
 

 
(137,554
)
 

 
(137,554
)
Long-term Debt
 
(120,560
)
 

 
(109,709
)
 
(10,793
)
 
(120,502
)
Accrued Interest Payable
 
(789
)
 

 
(775
)
 
(14
)
 
(789
)
 
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.

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.
 
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.
 

32


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 11 - Fair Value (continued)

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 12 – Other Comprehensive Income (Loss)
 
The tables below summarize the changes in accumulated other comprehensive income (loss) by component for the three and six months ended June 30, 2017 and 2016, net of tax:
June 30, 2017

Unrealized Gains and Losses on Available-for-Sale Securities

Postretirement Benefit Items

Total










Beginning Balance at April 1, 2017

$
(2,314
)

$
(92
)

$
(2,406
)
Other Comprehensive Income (Loss) Before Reclassification

6,566




6,566

Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)






Net Current Period Other Comprehensive Income (Loss)

6,566




6,566

Ending Balance at June 30, 2017

$
4,252


$
(92
)

$
4,160

June 30, 2017

Unrealized Gains and Losses on Available-for-Sale Securities

Postretirement Benefit Items

Total










Beginning Balance at January 1, 2017

$
(6,312
)

$
(92
)

$
(6,404
)
Other Comprehensive Income (Loss) Before Reclassification

10,564




10,564

Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)






Net Current Period Other Comprehensive Income (Loss)

10,564




10,564

Ending Balance at June 30, 2017

$
4,252


$
(92
)

$
4,160



33


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 12 - Other Comprehensive Income (Loss) (continued)

June 30, 2016
 
Unrealized Gains and Losses on Available-for-Sale Securities
 
Postretirement Benefit Items
 
Total
 
 
 
 
 
 
 
Beginning Balance at April 1, 2016
 
$
7,919

 
$
(78
)
 
$
7,841

Other Comprehensive Income (Loss) Before Reclassification
 
3,983

 

 
3,983

Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
 
(629
)
 

 
(629
)
Net Current Period Other Comprehensive Income (Loss)
 
3,354

 

 
3,354

Ending Balance at June 30, 2016
 
$
11,273

 
$
(78
)
 
$
11,195


June 30, 2016
 
Unrealized Gains and Losses on Available-for-Sale Securities
 
Postretirement Benefit Items
 
Total
 
 
 
 
 
 
 
Beginning Balance at January 1, 2016
 
$
3,890

 
$
(78
)
 
$
3,812

Other Comprehensive Income (Loss) Before Reclassification
 
8,012

 

 
8,012

Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
 
(629
)
 

 
(629
)
Net Current Period Other Comprehensive Income (Loss)
 
7,383

 

 
7,383

Ending Balance at June 30, 2016
 
$
11,273

 
$
(78
)
 
$
11,195


The tables below summarize the classifications out of accumulated other comprehensive income (loss) by component for the three and six months ended June 30, 2017 and 2016:
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 June 30, 2017

$


 
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 Six Months Ended June 30, 2017

$


 

34


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 12 - Other Comprehensive Income (Loss) (continued)

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
 
$
968

 
Net Gains on Securities
 
 
(339
)
 
Income Tax Expense
 
 
629

 
Net of Tax
 
 
 
 
 
Total Reclassifications for the Three Months Ended June 30, 2016
 
$
629

 
 

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
 
$
968

 
Net Gains on Securities
 
 
(339
)
 
Income Tax Expense
 
 
629

 
Net of Tax
 
 
 
 
 
Total Reclassifications for the Six Months Ended June 30, 2016
 
$
629

 
 

NOTE 13 - Newly Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the "FASB") amended existing guidance (ASU 2014-09 Revenue From Contracts With Customers) related to revenue from contracts with customers. This amendment supersedes and replaces nearly all existing revenue recognition guidance, including industry-specific guidance, establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In addition, this amendment specifies the accounting for some costs to obtain or fulfill a contract with a customer. These amendments are effective for public business entities for fiscal periods beginning after December 15, 2017, including interim periods within that reporting period. The Company does not expect this pronouncement to have a material impact on the Company's consolidated results of operations and financial condition as the Company's core revenue does not fall under this guidance.
 
In January 2016, the FASB amended existing guidance (ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities) that requires 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. Also, it requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. It requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables). It eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost. These amendments are effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company notes that the impact of adoption is to carry the equity security at fair value through the income statement or at cost, less impairment when fair value is not readily determinable, with observable price changes being recognized in earnings. The Company doesn't expect the impact to be material. For additional information on this equity security, see Note 4 - Securities.

In February 2016, the FASB amended existing guidance (ASU No. 2016-02, Leases (Topic 842)) that requires lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date (1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) 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

35


GERMAN AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited, dollars in thousands except share and per share data)

NOTE 13 - Newly Issued Accounting Pronouncements (continued)


guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. These amendments are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. Based on our leases outstanding as of June 30, 2017, the Company does not expect this new guidance to have a material impact on the consolidated results of operation. However as a result of this new guidance, the Company anticipates an estimated increase in its Consolidated Balance Sheet of approximately $6,000. This impact will vary based on the Company's future decisions to enter into new lease agreements or exit/renew current lease agreements prior to the date of implementation.

In June 2016, the FASB issued guidance (ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326)) to replace the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (CECL) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan receivables, held-to-maturity debt securities, and reinsurance receivables. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor. These amendments are effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within that reporting period. The Company anticipates there may be an increase in its allowance for loan losses at the time of adoption of this standard, but can not estimate the amount at this time.

In August 2016, the FASB issued this ASU (ASU No. 2016-15, Statement of Cash Flows (Topic 320): Classification of Certain Cash Receipts and Cash Payments) to address the diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows including the following:
Debt Prepayment or Debt Extinguishment Costs;
Settlement of Zero-Coupon Bonds or Debt with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate;
Contingent Consideration payments Made Soon After a Business Combination;
Proceeds From the Settlement of Insurance Claims;
Proceeds From the Settlement of BOLI and COLI Policies;
Distributions Received From Equity Method Investees;
Beneficial Interests in Securitization Transactions; and
Application of the Predominance Principle.
These amendments are effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. This guidance currently has no material impact on the Company's Consolidated Statements of Cash Flows; however, the Company will continue to monitor it going forward.

In March 2017, the FASB issued this ASU (ASU No. 2017-08, Premium Amortization on Purchased Callable Debt Securities) to align the accounting with the economics of a callable debt security and to align the amortization period with expectations that already are included in market pricing on the callable debt securities. This ASU will shorten the amortization period for premiums on purchased callable debt securities by requiring that premiums be amortized to the first (or earliest) call date instead of as an adjustment to the yield over the contractual life. This guidance is effective for for public business entities for fiscal years beginning after December 15, 2018, including interim period within that reporting period. As a result of the Company's analysis, the Company doesn't expect this pronouncement to have a material impact on its consolidated results of operations and financial condition.


36



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 June 30, 2017 and December 31, 2016 and the consolidated results of operations for the three and six months ended June 30, 2017 and 2016. 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, 2016.

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, 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.

Net income for the quarter ended June 30, 2017 totaled $9,839,000, or $0.43 per diluted share, compared to net income of $9,788,000, or $0.43 per diluted share for the quarter ended June 30, 2016. For the first half 2017, earnings improved $4,461,000, or 30%, to $19,395,000 as compared to $14,934,000 for the first six months of 2016. On a per share basis, net income totaled $0.85 per diluted share during the first six months of 2017 representing a 25% increase from the $0.68 per diluted share for the first half of 2016. The first half of 2016 included four months of operations of River Valley and was impacted by merger related charges associated with the closing of the River Valley transaction effective March 1, 2016. The merger related charges totaled approximately $4,129,000, or $2,612,000 on an after-tax basis, which represented approximately $0.12 per share during the first half of 2016.

On March 27, 2017, the Company declared a 3-for-2 stock split on the Company’s authorized and outstanding common shares. The stock split was distributed on April 21, 2017 to shareholders of record as of April 6, 2017. All share and per share data in this Quarterly Report on Form 10-Q relating to a date or period that precedes April 21, 2017 have been adjusted and are reflective of the stock split.

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, income tax expense, and the valuation of goodwill and other intangible assets.


37



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 June 30, 2017, gross unrealized gains on the securities available-for-sale portfolio totaled approximately $11,433,000 and gross unrealized losses totaled approximately $4,890,000.  

38



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.

Goodwill and Other Intangible Assets

Goodwill resulting from business combinations represents the excess of the purchase price over the fair value of the net assets of businesses acquired. Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually. The Company has selected December 31 as the date to perform the annual impairment test. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on the Company’s balance sheet.
 
Other intangible assets consist of core deposit and acquired customer relationship intangible assets. They are initially measured at fair value and then are amortized over their estimated useful lives, which range from 6 to 10 years.

RESULTS OF OPERATIONS

Net Income:

Net income for the quarter ended June 30, 2017 totaled $9,839,000, or $0.43 per diluted share compared to net income of $9,788,000, or $0.43 per diluted share for the quarter ended June 30, 2016. For the first half 2017, earnings improved $4,461,000, or 30%, to $19,395,000 as compared to $14,934,000 for the first six months of 2016. On a per share basis, net income totaled $0.85 per diluted share during the first six months of 2017 representing a 25% increase from the $0.68 per diluted share for the first half of 2016. The first half of 2016 included four months of operations of River Valley and was impacted by merger related charges associated with the closing of the River Valley transaction effective March 1, 2016. The merger related charges totaled approximately $4,129,000, or $2,612,000 on an after-tax basis, which represented approximately $0.12 per share during the first half of 2016.

On March 27, 2017, the Company declared a 3-for-2 stock split on the Company’s authorized and outstanding common shares. The stock split was distributed on April 21, 2017 to shareholders of record as of April 6, 2017. All share and per share data in this Quarterly Report on Form 10-Q relating to a date or period that precedes April 21, 2017 have been adjusted and are reflective of the stock split.

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.


39



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
June 30, 2017

Three Months Ended
June 30, 2016
 

Principal Balance

Income / Expense

Yield / Rate

Principal Balance

Income / Expense

Yield / Rate
ASSETS

 


 


 


 


 


 

Federal Funds Sold and Other
Short-term Investments

$
13,268


$
27


0.79
%

$
25,918


$
20


0.30
%
Securities:

 


 


 


 





 

Taxable

481,556


2,702


2.24
%

483,465


2,287


1.89
%
Non-taxable

261,798


3,185


4.87
%

239,757


2,881


4.81
%
Total Loans and Leases(2)

2,011,518


22,780


4.54
%

1,935,246


22,791


4.73
%
TOTAL INTEREST EARNING ASSETS

2,768,140


28,694


4.15
%

2,684,386


27,979


4.19
%
Other Assets

218,038


 


 


216,089


 


 

Less: Allowance for Loan Losses

(15,433
)

 


 


(15,310
)

 


 

TOTAL ASSETS

$
2,970,745


 


 


$
2,885,165


 


 




















LIABILITIES AND SHAREHOLDERS’ EQUITY

 


 


 


 


 


 

Interest-bearing Demand, Savings
and Money Market Deposits

$
1,446,994


$
939


0.26
%

$
1,369,446


$
672


0.20
%
Time Deposits

360,938


687


0.76
%

426,917


654


0.62
%
FHLB Advances and Other Borrowings

233,197


962


1.65
%

235,435


853


1.46
%
TOTAL INTEREST-BEARING LIABILITIES

2,041,129


2,588


0.51
%

2,031,798


2,179


0.43
%
Demand Deposit Accounts

560,763


 


 


502,070


 


 

Other Liabilities

21,818


 


 


25,543


 


 

TOTAL LIABILITIES

2,623,710


 


 


2,559,411


 


 

Shareholders’ Equity

347,035


 


 


325,754


 


 

TOTAL LIBABILITIES AND SHAREHOLDERS' EQUITY

$
2,970,745


 


 


$
2,885,165


 


 




















COST OF FUNDS

 


 


0.37
%

 


 


0.33
%
NET INTEREST INCOME

 


$
26,106





 


$
25,800


 

NET INTEREST MARGIN

 


 


3.78
%

 


 


3.86
%
 
(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 $142,000, or 1% (an increase of $306,000 or 1% on a tax-equivalent basis), for the quarter ended June 30, 2017 compared with the same quarter of 2016.  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 3.78% for the second quarter of 2017 compared to 3.86% during the second quarter of 2016. The tax equivalent yield on earning assets totaled 4.15% during the quarter ended June 30, 2017 compared to 4.19% in the same period of 2016, while the cost of funds (expressed as a percentage of average earning assets) totaled 0.37% during the quarter ended June 30, 2017 compared to 0.33% in the same period of 2016.

The decline in the net interest margin during the second quarter of 2017 was primarily attributable to a decrease in the amount of accretion of loan discounts on acquired loans. Accretion of loan discounts on acquired loans contributed approximately 10 basis points to the net interest margin on an annualized basis in the second quarter of 2017 compared with 23 basis points in the second quarter of 2016. The higher level of accretion in the second quarter of 2016 was largely attributable to the pay-off activity on loans acquired in the River Valley transaction.

The Company's cost of funds increased approximately 4 basis points in the second quarter of 2017 compared with the second quarter of 2016. The higher cost of funds was largely attributable to an increase in short-term market interest rates over the past several quarters.



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)
 
 
Six Months Ended
June 30, 2017
 
Six Months Ended
June 30, 2016
 
 
Principal Balance
 
Income / Expense
 
Yield / Rate
 
Principal Balance
 
Income / Expense
 
Yield / Rate
ASSETS
 
 

 
 

 
 

 
 

 
 

 
 

Federal Funds Sold and Other
Short-term Investments
 
$
12,913

 
$
54

 
0.83
%
 
$
23,148

 
$
37

 
0.32
%
Securities:
 
 

 
 

 
 

 
 

 
 
 
 

Taxable
 
480,720

 
5,421

 
2.26
%
 
481,447

 
4,564

 
1.90
%
Non-taxable
 
256,924

 
6,300

 
4.90
%
 
228,252

 
5,530

 
4.85
%
Total Loans and Leases(2)
 
1,993,283

 
45,220

 
4.57
%
 
1,814,944

 
41,546

 
4.60
%
TOTAL INTEREST EARNING ASSETS
 
2,743,840

 
56,995

 
4.18
%
 
2,547,791

 
51,677

 
4.07
%
Other Assets
 
219,923

 
 

 
 

 
191,077

 
 

 
 

Less: Allowance for Loan Losses
 
(15,220
)
 
 

 
 

 
(14,936
)
 
 

 
 

TOTAL ASSETS
 
$
2,948,543

 
 

 
 

 
$
2,723,932

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 

 
 

 
 

 
 

 
 

 
 

Interest-bearing Demand, Savings
and Money Market Deposits
 
$
1,416,341

 
$
1,677

 
0.24
%
 
$
1,256,441

 
$
1,136

 
0.18
%
Time Deposits
 
380,935

 
1,392

 
0.74
%
 
413,635

 
1,345

 
0.65
%
FHLB Advances and Other Borrowings
 
230,009

 
1,827

 
1.60
%
 
239,232

 
1,594

 
1.34
%
TOTAL INTEREST-BEARING LIABILITIES
 
2,027,285

 
4,896

 
0.49
%
 
1,909,308

 
4,075

 
0.43
%
Demand Deposit Accounts
 
559,345

 
 

 
 

 
484,793

 
 

 
 

Other Liabilities
 
20,570

 
 

 
 

 
24,831

 
 

 
 

TOTAL LIABILITIES
 
2,607,200

 
 

 
 

 
2,418,932

 
 

 
 

Shareholders’ Equity
 
341,343

 
 

 
 

 
305,000

 
 

 
 

TOTAL LIBABILITIES AND SHAREHOLDERS' EQUITY
 
$
2,948,543

 
 

 
 

 
$
2,723,932

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
COST OF FUNDS
 
 

 
 

 
0.36
%
 
 

 
 

 
0.32
%
NET INTEREST INCOME
 
 

 
$
52,099

 
 
 
 

 
$
47,602

 
 

NET INTEREST MARGIN
 
 

 
 

 
3.82
%
 
 

 
 

 
3.75
%
 
(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 $4,083,000, or 9% (an increase of $4,497,000 or 9% on a tax-equivalent basis), for the six months ended June 30, 2017 compared with the same period of 2016. The increased level of net interest income during the first half of 2017 compared with the first half of 2016 was driven primarily by a higher level of earning assets resulting from the acquisition of River Valley and from organic loan growth excluding River Valley and by an improved net interest margin.

The tax equivalent net interest margin was 3.82% for the first six months of 2017 compared to 3.75% during the same period of 2016. The tax equivalent yield on earning assets totaled 4.18% during the six months ended June 30, 2017 compared to 4.07% in the same period of 2016, while the cost of funds (expressed as a percentage of average earning assets) totaled 0.36% during the six months ended June 30, 2017 compared to 0.32% in the same period of 2016.

The increase in the net interest margin during the six months ended June 30, 2017 compared with the same period of the prior year was primarily attributable to an improved yield on the Company's securities portfolio partially offset by a higher cost of funds. Accretion of loan discounts on acquired loans remained relatively stable during the first half of 2017 compared with the same period of 2016. Accretion of loan discounts on acquired loans contributed approximately 14 basis points to the net interest margin on an annualized basis in the first half of 2017 and 15 basis points in the same period of 2016.


41



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 June 30, 2017, the provision for loan losses totaled $350,000 which remained stable with the second quarter of 2016 provision of $350,000. The provision for loan loss represented approximately 7 basis points of average loans on an annualized basis in both the second quarter of 2017 and second quarter of 2016.

The provision for loan losses totaled $850,000 for the six months ended June 30, 2017, a decrease of $350,000, or 29%, compared to the provision of $1,200,000 during the six months ended June 30, 2016. During the first half of 2017, the provision for loan loss represented approximately 9 basis points of average loans on an annualized basis compared with 13 basis points of average loans on an annualized basis during the first half of 2016. The level of provision during all periods presented was done in accordance with the Company's standard methodology for determining the adequacy of its allowance for loan loss.

Net charge-offs totaled $196,000 or 4 basis points on an annualized basis of average loans outstanding during the three months ended June 30, 2017, compared with $207,000 or 4 basis points on an annualized basis of average loans outstanding during the same period of 2016. The Company realized net charge-offs of $338,000 or 3 basis points on an annualized basis of average loans outstanding during the six months ended June 30, 2017, compared with net charge-offs of $334,000 or 4 basis points on an annualized basis of average loans outstanding during the same period of 2016.

The provision for loan losses made during the three and six months ended June 30, 2017 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 June 30, 2017, non-interest income totaled $7,797,000, a decrease of $258,000, or 3%, compared with the second quarter of 2016.
Non-interest Income
(dollars in thousands)

Three Months
Ended June 30,

Change From
Prior Period


 
 
 

Amount

Percent
 

2017

2016

Change

Change
Trust and Investment Product Fees

$
1,350


$
1,223


$
127


10
 %
Service Charges on Deposit Accounts

1,478


1,534


(56
)

(4
)
Insurance Revenues

1,744


1,605


139


9

Company Owned Life Insurance

480


247


233


94

Interchange Fee Income

1,156


873


283


32

Other Operating Income

630


722


(92
)

(13
)
Subtotal

6,838


6,204


634


10

Net Gains on Sales of Loans

959


883


76


9

Net Gains on Securities



968


(968
)

(100
)
Total Non-interest Income

$
7,797


$
8,055


$
(258
)

(3
)

        
Trust and investment product fees increased $127,000, or 10%, during the second quarter of 2017 compared with the second quarter of 2016. The increase was primarily attributable to fees generated from increased assets under management in the Company's wealth advisory group.

Company owned life insurance revenue increased $233,000, or 94%, during the quarter ended June 30, 2017, compared with the second quarter of 2016. The increase was largely related to death benefits received from life insurance policies during the quarter ended June 30, 2017.

Interchange fee income increased $283,000, or 32%, during the second quarter of 2017 compared with the second quarter of 2016. The increase was primarily attributable to increased card utilization by customers.


42



The Company realized no gains on sales of securities during the second quarter of 2017 compared with a net gain on the sale of securities of $968,000 in the second quarter of 2016 related to the sale of $41.4 million of securities.

Non-interest Income
(dollars in thousands)
 
Six Months
Ended June 30,
 
Change From
Prior Period
 
 
 
 
 
 
Amount
 
Percent
 
 
2017
 
2016
 
Change
 
Change
Trust and Investment Product Fees
 
$
2,593

 
$
2,244

 
$
349

 
16
 %
Service Charges on Deposit Accounts
 
2,962

 
2,767

 
195

 
7

Insurance Revenues
 
4,384

 
4,332

 
52

 
1

Company Owned Life Insurance
 
734

 
462

 
272

 
59

Interchange Fee Income
 
2,179

 
1,661

 
518

 
31

Other Operating Income
 
1,487

 
1,235

 
252

 
20

Subtotal
 
14,339

 
12,701

 
1,638

 
13

Net Gains on Sales of Loans
 
1,646

 
1,603

 
43

 
3

Net Gains on Securities
 

 
968

 
(968
)
 
(100
)
Total Non-interest Income
 
$
15,985

 
$
15,272

 
$
713

 
5


During the six months ended June 30, 2017, non-interest income totaled $15,985,000, an increase of $713,000, or 5%, compared with the first half of 2016.

Trust and investment product fees increased $349,000, or 16%, during the first half of 2017 compared with the first half of 2016. The increase was primarily attributable to fees generated from increased assets under management in the Company's wealth advisory group.

Service charges on deposit accounts increased $195,000, or 7%, during the first half of 2017 compared with the first half of 2016. The increase was primarily attributable to the inclusion of River Valley for the full first six months of 2017 compared to four months during the first half of 2016.

Company owned life insurance revenue increased $272,000, or 59%, during the six months ended June 30, 2017, compared with the same period of 2016. The increase was largely related to death benefits received from life insurance policies during 2017.

Interchange fee income increased $518,000, or 31%, during the first half of 2017 compared with the same period of 2016. The increase was attributable to a full six months of operations from River Valley included in 2017 and increased card utilization by customers.

Other operating income increased $252,000, or 20%, during the six months ended June 30, 2017 compared with the first half of 2016. The increase in 2017 compared with the first half of 2016 was largely attributable to increased fees and fair value adjustments associated with swap transactions with loan customers.

The Company realized no gains on sales of securities during the first half of 2017 compared with a net gain on the sale of securities of $968,000 in the first half of 2016 related to the sale of $41.4 million of securities.

43



Non-interest Expense:

During the quarter ended June 30, 2017, non-interest expense totaled $18,996,000, an increase of $657,000, or 4%, compared with the second quarter of 2016.
Non-interest Expense
(dollars in thousands)

Three Months
Ended June 30,

Change From
Prior Period


 
 
 

Amount

Percent
 

2017

2016

Change

Change
Salaries and Employee Benefits

$
11,460


$
10,184


$
1,276


13
 %
Occupancy, Furniture and Equipment Expense

2,224


2,218


6



FDIC Premiums

232


339


(107
)

(32
)
Data Processing Fees

1,044


1,181


(137
)

(12
)
Professional Fees

913


780


133


17

Advertising and Promotion

630


629


1



Intangible Amortization

242


312


(70
)

(22
)
Other Operating Expenses

2,251


2,696


(445
)

(17
)
Total Non-interest Expense

$
18,996


$
18,339


$
657


4

        
Salaries and benefits increased $1,276,000, or 13%, during the quarter ended June 30, 2017 compared with the second quarter of 2016. The increase in salaries and benefits during the second quarter of 2017 compared with the second quarter of 2016 was primarily attributable to an increased number of full-time equivalent employees and higher levels employee benefit costs including incentive compensation plan costs and health insurance costs.

Data processing fees declined $137,000, or 12%, in the second quarter of 2017 compared with the second quarter of 2016. The decline during 2017 compared with 2016 was primarily attributable to expenses related to the River Valley transaction.

Professional fees increased $133,000, or 17%, during the quarter ended June 30, 2017 compared with the second quarter of 2016. The increase was largely attributable to costs associated with the three-for-two stock split completed during the second quarter of 2017.

Other operating expenses decreased $445,000, or 17%, during the quarter ended June 30, 2017 compared with the second quarter of 2016. The decline was primarily attributable to various card and deposit account expenses which were higher in 2016 related to the River Valley transaction, to deposit gathering strategic initiatives and to a lower level of debit card fraud losses in 2017 compared with 2016.

Non-interest Expense
(dollars in thousands)
 
Six Months
Ended June 30,
 
Change From
Prior Period
 
 
 
 
 
 
Amount
 
Percent
 
 
2017
 
2016
 
Change
 
Change
Salaries and Employee Benefits
 
$
22,904

 
$
21,785

 
$
1,119

 
5
 %
Occupancy, Furniture and Equipment Expense
 
4,406

 
4,105

 
301

 
7

FDIC Premiums
 
471

 
667

 
(196
)
 
(29
)
Data Processing Fees
 
2,055

 
3,346

 
(1,291
)
 
(39
)
Professional Fees
 
1,716

 
2,098

 
(382
)
 
(18
)
Advertising and Promotion
 
1,408

 
1,173

 
235

 
20

Intangible Amortization
 
495

 
520

 
(25
)
 
(5
)
Other Operating Expenses
 
4,577

 
4,885

 
(308
)
 
(6
)
Total Non-interest Expense
 
$
38,032

 
$
38,579

 
$
(547
)
 
(1
)

During the six months ended June 30, 2017, non-interest expense totaled $38,032,000, a decrease of $547,000, or 1%, compared with the first six months of 2016. During the first half of 2016, the Company recorded costs related to the River Valley merger transaction that totaled $4,129,000.

Salaries and benefits increased $1,119,000, or 5%, during the six months ended June 30, 2017 compared with the same period of 2016. The increase in 2017 compared with 2016 was primarily attributable to having River Valley's operations included for the entire first six months of 2017 compared with only four months of 2016 combined with an increased number of full-time equivalent

44



employees and higher levels employee benefit costs including incentive compensation plan costs and health insurance costs. For comparison purposes, the increased salary and benefit costs in 2017 were partially offset by the settlement of various employment and benefit arrangements which totaled $1,934,000 related to the River Valley merger in the first half of 2016.

Occupancy, furniture and equipment expense increased $301,000, or 7%, during the six months ended June 30, 2017 compared with the same period of 2016. This increase was related to the operation of River Valley's 15 branch network during all of the first half of 2017 compared with four months in the first half of 2016.

Data processing fees declined $1,291,000, or 39%, in the first half of 2017 compared with the first half of 2016. The decline during 2017 compared with 2016 was primarily related to expenses totaling $1,198,000 associated with the acquisition of River Valley that were incurred during the first quarter of 2016.

Professional fees declined $382,000, or 18%, during the first six months of 2017 compared with the first half of 2016. The decline during 2017 compared with 2016 was attributable to expenses totaling $724,000 associated with the acquisition of River Valley that were incurred during the first half of 2016 partially offset by fees incurred during 2017 related to the three-for-two stock split completed during the second quarter of 2017.

Advertising and promotion increased $235,000, or 20%, during the six months ended June 30, 2017 compared with the six months ended June 30, 2016. The increase in advertising and promotion was largely related to charitable contribution activity in the first half of 2017.

Income Taxes:

The Company’s effective income tax rate was 25.8% and 30.3%, respectively, during the three months ended June 30, 2017 and 2016. The Company’s effective income tax rate was 27.2% and 28.7%, respectively, during the six months ended June 30, 2017 and 2016. 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 $3.005 billion at June 30, 2017, representing an increase of $48.8 million, or 3% on an annualized basis, compared with December 31, 2016.

Total loans increased $41.7 million, or 4% on an annualized basis at June 30, 2017 compared with year-end 2016. Included in the first half of 2017 loan growth was an increase of approximately $24.4 million, or 4% on annualized basis, of commercial real estate and commercial and industrial loans while agricultural loans grew $10.1 million, or 7% on an annualized basis. Retail loans which include home equity, consumer and residential loans grew by approximately $7.2 million, or 4% on an annualized basis, during the first half of 2017.

End of Period Loan Balances:
(dollars in thousands)
 
June 30,
2017
 
December 31,
2016
 
Current Period Change
Commercial & Industrial Loans and Leases
 
$
467,754

 
$
457,372

 
$
10,382

Commercial Real Estate Loans
 
870,100

 
856,094

 
14,006

Agricultural Loans
 
313,254

 
303,128

 
10,126

Home Equity & Consumer Loans
 
202,562

 
193,520

 
9,042

Residential Mortgage Loans
 
181,477

 
183,290

 
(1,813
)
Total Loans
 
$
2,035,147

 
$
1,993,404

 
$
41,743



45



The following table indicates the breakdown of the allowance for loan losses for the periods indicated (dollars in thousands):
 
 
June 30,
2017
 
December 31,
2016
Commercial and Industrial Loans and Leases
 
$
3,672

 
$
3,725

Commercial Real Estate Loans
 
5,316

 
5,452

Agricultural Loans
 
4,829

 
4,094

Home Equity and Consumer Loans
 
554

 
518

Residential Mortgage Loans
 
353

 
329

Unallocated
 
596

 
690

 
 
 
 
 
Total Allowance for Loan Loss
 
$
15,320

 
$
14,808


The Company’s allowance for loan losses totaled $15.3 million at June 30, 2017 compared to $14.8 million at December 31, 2016 representing an increase of $512,000, or 7% on an annualized basis. The increase in the allowance for loan loss during the first half of 2017 was primarily related to the down-grade of two agricultural relationships during the first half of 2017 from pass rated credits to special mention credits. The allowance for loan losses represented 0.75% of period-end loans at June 30, 2017 compared with 0.74% of period-end loans at December 31, 2016. 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 $8.2 million as of June 30, 2017 and $10.0 million at December 31, 2016.

The following is an analysis of the Company’s non-performing assets at June 30, 2017 and December 31, 2016:
Non-performing Assets:
(dollars in thousands)
 
June 30,
2017
 
December 31,
2016
Non-accrual Loans
 
$
3,097

 
$
3,793

Past Due Loans (90 days or more)
 
62

 
2

Total Non-performing Loans
 
3,159

 
3,795

Other Real Estate
 
1,289

 
242

Total Non-performing Assets
 
$
4,448

 
$
4,037

 
 
 
 
 
Restructured Loans
 
$
154

 
$
28

 
 
 
 
 
Non-performing Loans to Total Loans
 
0.16
%
 
0.19
%
Allowance for Loan Loss to Non-performing Loans
 
484.96
%
 
390.20
%

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
 
Loans Past Due 90 Days
or More & Still Accruing
 
 
June 30,
2017
 
December 31,
2016
 
June 30,
2017
 
December 31,
2016
Commercial and Industrial Loans and Leases
 
$
60

 
$
86

 
$

 
$
2

Commercial Real Estate Loans
 
982

 
1,408

 
32

 

Agricultural Loans
 
878

 
792

 
30

 

Home Equity Loans
 
72

 
73

 

 

Consumer Loans
 
433

 
85

 

 

Residential Mortgage Loans
 
672

 
1,349

 

 

Total
 
$
3,097

 
$
3,793

 
$
62

 
$
2


Non-performing assets totaled $4.4 million at June 30, 2017 compared to $4.0 million of non-performing assets at December 31, 2016. Non-performing assets represented 0.15% of total assets at June 30, 2017 compared to 0.14% of total assets at December 31, 2016. Non-performing loans totaled $3.2 million at June 30, 2017 compared to $3.8 million at December 31, 2016. Non-performing loans represented 0.16% of total loans at June 30, 2017 compared to 0.19% at December 31, 2016. The increase in

46



non-performing assets during the first half of 2017 compared with December 31, 2016 levels was attributable to a single commercial real estate credit relationship that was placed on non-accrual status in the first quarter of 2017 and subsequently placed into other real estate owned during the second quarter of 2017.

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 $13.8 million, or 1% on an annualized basis, as of June 30, 2017 compared with December 31, 2016.
End of Period Deposit Balances:
(dollars in thousands)
 
June 30,
2017
 
December 31,
2016
 
Current Period Change
Non-interest-bearing Demand Deposits
 
$
557,535

 
$
571,989

 
$
(14,454
)
Interest-bearing Demand, Savings, & Money Market Accounts
 
1,453,512

 
1,399,381

 
54,131

Time Deposits < $100,000
 
203,923

 
207,824

 
(3,901
)
Time Deposits of $100,000 or more
 
148,351

 
170,357

 
(22,006
)
Total Deposits
 
$
2,363,321

 
$
2,349,551

 
$
13,770


Capital Resources:

As of June 30, 2017, shareholders’ equity increased by $24.7 million to $355.0 million compared with $330.3 million at year-end 2016. The increase in shareholders' equity was primarily attributable to an increase of $13.5 million in retained earnings and an increase of $10.6 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 11.8% of total assets at June 30, 2017 and 11.2% of total assets at December 31, 2016. Shareholders’ equity included $56.6 million of goodwill and other intangible assets at June 30, 2017 compared to $56.9 million of goodwill and other intangible assets at December 31, 2016.

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 is 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 June 30, 2017, the capital conservation buffer was 1.25% and for December 31, 2016, the capital conservation buffer was 0.625%. At June 30, 2017, 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.

47




The table below presents the Company’s consolidated and the subsidiary bank's capital ratios under regulatory guidelines:
 
 
6/30/2017
Ratio
 
12/31/2016
Ratio
 
Minimum for Capital Adequacy Purposes
 
Well-Capitalized Guidelines
Total Capital (to Risk Weighted Assets)
 
 
 
 
 
 
 
 
Consolidated
 
13.56
%
 
13.30
%
 
8.00
%
 
N/A

Bank
 
12.17
%
 
12.48
%
 
8.00
%
 
10.00
%
Tier 1 (Core) Capital (to Risk Weighted Assets)
 
 
 
 
 
 
 
 
Consolidated
 
12.92
%
 
12.66
%
 
6.00
%
 
N/A

Bank
 
11.52
%
 
11.84
%
 
6.00
%
 
8.00
%
Common Tier 1, (CET 1) Capital Ratio (to Risk Weighted Assets)
 
 
 
 
 
 
 
 
Consolidated
 
12.46
%
 
12.19
%
 
4.50
%
 
N/A

Bank
 
11.52
%
 
11.84
%
 
4.50
%
 
6.50
%
Tier 1 Capital (to Average Assets)
 
 
 
 
 
 
 
 
Consolidated
 
10.52
%
 
10.09
%
 
4.00
%
 
N/A

Bank
 
9.39
%
 
9.46
%
 
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 the 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 Company elected, in its March 31, 2015 regulatory filings (Call Report and FR Y-9), to opt-out and continue the existing treatment of AOCI for regulatory capital purposes.

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 decreased $20.8 million during the six months ended June 30, 2017 ending at $44.0 million.  During the six months ended June 30, 2017, operating activities resulted in net cash inflows of $28.5 million. Investing activities resulted in net cash outflows of $62.6 million during the six months ended June 30, 2017.  Financing activities resulted in net cash inflows for the six months ended June 30, 2017 of $13.3 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 June 30, 2017, the parent company had approximately $23.0 million of cash and cash equivalents available to meet its cash flow needs.


48



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 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, 2016, and other SEC filings from time to time, when considering any forward-looking statement.


49



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 June 30, 2017 - Net Interest Income
 
 
Net Interest Income
 
 
 
 
 
 
 
Changes in Rates
 
Amount

 
% Change

 
+2%
 
$
98,356

 
(3.01
)%
 
+1%
 
99,931

 
(1.46
)%
 
Base
 
101,410

 

 
-1%
 
96,447

 
(4.89
)%
 
-2%
 
92,903

 
(8.39
)%
 
 
The above table is a measurement of the Company’s net interest income at risk, assuming a static balance sheet as of June 30, 2017 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.

50



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 June 30, 2017 - 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%
 
$
366,174

 
(8.55
)%
 
13.10
%
 
(52) b.p.

+1%
 
385,019

 
(3.84
)%
 
13.43
%
 
(19) b.p.

Base
 
400,394

 

 
13.62
%
 

-1%
 
380,287

 
(5.02
)%
 
12.68
%
 
(94) b.p.

-2%
 
318,297

 
(20.50
)%
 
10.51
%
 
(311) 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 June 30, 2017, 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 second fiscal quarter of 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


51



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, 2016.

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 June 30, 2017.
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)
April 2017
 

 

 

 
409,184

May 2017
 

 

 

 
409,184

June 2017
 

 

 

 
409,184


(1) On April 26, 2001, the Company announced that its Board of Directors had approved a stock repurchase program for up to 911,631 of its outstanding common shares, of which the Company had purchased 502,447 common shares through June 30, 2017. The Board of Directors established no expiration date for this program. The Company purchased no shares under this program during the three months ended June 30, 2017.

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: August 4, 2017
By/s/Mark A. Schroeder
 
Mark A. Schroeder
 
Chairman and Chief Executive Officer
 
(Principal Executive Officer)
 
 
Date: August 4, 2017
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 German American Bancorp, Inc., as amended, is incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed on May 9, 2017 (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).
10.1*
 
Description of Director Compensation Arrangements for the twelve-month period ending June 30, 2018 is incorporated by reference from the description included in Item 5.02 of the Registrant’s Current Report on Form 8-K filed June 29, 2017 (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 June 30, 2017, 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 describe or evidence management contracts or compensatory plans or arrangements required to be filed as exhibits to this Report are indicated by an asterisk.

**Exhibits that are filed with this Report (other than through incorporation by reference to other disclosures or exhibits) are indicated by a double 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