-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LBZDKh71CnI0Vx1Rsh5gNN0ojkdD40dCxdKlRqjG2Q4RDbWiFXKCTmqiNbc9hM0U lRc0X9JCY03Rbild1YHHDA== 0000927946-99-000117.txt : 19990817 0000927946-99-000117.hdr.sgml : 19990817 ACCESSION NUMBER: 0000927946-99-000117 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GERMAN AMERICAN BANCORP CENTRAL INDEX KEY: 0000714395 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 351547518 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-11244 FILM NUMBER: 99692076 BUSINESS ADDRESS: STREET 1: 711 MAIN ST STREET 2: P O BOX 810 CITY: JASPER STATE: IN ZIP: 47546 BUSINESS PHONE: 8124821314 MAIL ADDRESS: STREET 1: 711 MAIN STREET CITY: JASPER STATE: IN ZIP: 47546 FORMER COMPANY: FORMER CONFORMED NAME: GAB BANCORP DATE OF NAME CHANGE: 19950510 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] Quarterly Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 1999 Or [ ] Transition Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Transition Period from _______________ to ___________________ Commission File Number 0-11244
German American Bancorp (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 whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ---------- ---------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at August 10, 1999 Common Stock, No par value 8,785,889 1 GERMAN AMERICAN BANCORP
INDEX PART I. FINANCIAL INFORMATION Item 1. Consolidated Balance Sheets - June 30, 1999 and December 31, 1998 3 Consolidated Statements of Income and Comprehensive Income -- Three Months Ended June 30, 1999 and 1998 4 Consolidated Statements of Income and Comprehensive Income -- Six Months Ended June 30, 1999 and 1998 5 Consolidated Statements of Cash Flows -- Six Months Ended June 30, 1999 and 1998 6 Notes to Consolidated Financial Statements -- June 30, 1999 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 12 Item 3. Quantitative and Qualitative Disclosures about Market Risk. 18 PART II. OTHER INFORMATION Item 2. Change in Securities and Use of Proceeds 19 Item 4. Submission of Matters to a Vote of Security Holders 20 Item 6. Exhibits and Reports on Form 8-K 20 SIGNATURES 21
2 PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
GERMAN AMERICAN BANCORP CONSOLIDATED BALANCE SHEET (unaudited, dollars in thousands except per share data) June 30, December 31, 1999 1998 ----------- ------------ ASSETS Cash and Due from Banks $ 22,816 $ 18,097 ----------- ------------ Interest-bearing Deposits with Banks 10,087 31,316 Federal Funds Sold --- 175 ----------- ------------ Cash and Cash Equivalents 32,903 49,588 Interest-bearing Balances with Banks 799 1,299 Securities Available-for-Sale, at Market 180,496 151,527 Securities Held-to-Maturity, at Cost 31,137 48,346 Loans Held for Sale 1,041 2,449 Total Loans 638,975 598,936 Less: Unearned Income (397) (848) Allowance for Loan Losses (8,489) (8,323) ----------- ------------ Loans, Net 630,089 589,765 Stock in FHLB of Indianapolis, at cost 8,485 7,853 Premises, Furniture and Equipment, Net 18,797 17,796 Other Real Estate 2,491 1,156 Intangible Assets 2,307 1,841 Accrued Interest Receivable and Other Assets 22,804 25,305 ----------- ------------ TOTAL ASSETS $ 931,349 $ 896,925 =========== ============ LIABILITIES Noninterest-bearing Deposits $66,914 $67,218 Interest-bearing Deposits 615,190 597,895 ----------- ------------ Total Deposits 682,104 665,113 Short-term Borrowings 34,343 7,028 FHLB Advances and Other Long-term Debt 114,238 124,381 Accrued Interest Payable and Other Liabilities 9,119 9,127 ----------- ------------ TOTAL LIABILITIES 839,804 805,649 SHAREHOLDERS' EQUITY Common Stock, no par value, $1 stated value; 20,000,000 shares authorized 8,794 8,705 Preferred Stock, $10 par value; 500,000 shares authorized, none issued --- --- Additional Paid-in Capital 48,966 47,844 Retained Earnings 35,938 33,916 Accumulated Other Comprehensive Income (2,153) 811 ----------- ------------ TOTAL SHAREHOLDERS' EQUITY 91,545 91,276 ----------- ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 931,349 $ 896,925 =========== ============ Common Shares issued and outstanding at end of period 8,793,889 8,704,592 =========== ============ See accompanying notes to consolidated financial statements.
3
GERMAN AMERICAN BANCORP CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (unaudited, dollars in thousands except per share data) Three Months Ended June 30, 1999 1998 ----------------------------- INTEREST INCOME Interest and Fees on Loans $13,038 $12,927 Interest on Federal Funds Sold 10 277 Interest on Short-term Investments 290 122 Interest and Dividends on Securities 3,239 2,825 -------- ------- TOTAL INTEREST INCOME 16,577 16,151 -------- ------- INTEREST EXPENSE Interest on Deposits 6,841 7,164 Interest on Short-term Borrowings 240 68 Interest on Long-term Debt 1,510 1,321 -------- ------- TOTAL INTEREST EXPENSE 8,591 8,553 -------- ------- NET INTEREST INCOME 7,986 7,598 Provision for Loan Losses 272 145 -------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 7,714 7,453 NONINTEREST INCOME Income from Fiduciary Activities 67 92 Service Charges on Deposit Accounts 440 438 Investment Services Income 161 140 Insurance Premiums and Commissions 505 160 Other Charges, Commissions and Fees 321 263 Gain on Sales of Loans and Other Real Estate 82 113 Net Gain/(Loss) on Sales of Securities (1) 21 -------- ------- TOTAL NONINTEREST INCOME 1,575 1,227 -------- ------- NONINTEREST EXPENSE Salaries and Employee Benefits 3,299 3,072 Occupancy Expense 437 404 Furniture and Equipment Expense 423 315 Computer Processing Fees 243 218 Professional Fees 300 190 Advertising and Promotions 165 159 Supplies 195 153 Other Operating Expenses 998 970 -------- ------- TOTAL NONINTEREST EXPENSE 6,060 5,481 -------- ------- Income before Income Taxes 3,229 3,119 Income Tax Expense 946 967 -------- ------- Net Income $ 2,283 $ 2,232 ======== ======= Earnings Per Share and Diluted Earnings Per Share $ 0.26 $ 0.26 Dividends Paid per Share $ 0.13 $ 0.12 Comprehensive Income $ 82 $ 2,397 ======== ======= See accompanying notes to consolidated financial statements.
4
GERMAN AMERICAN BANCORP CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (unaudited, dollars in thousands except per share data) Six Months Ended June 30, 1999 1998 ---------------------------- INTEREST INCOME Interest and Fees on Loans $26,046 $25,629 Interest on Federal Funds Sold 37 568 Interest on Short-term Investments 701 460 Interest and Dividends on Securities 6,135 5,718 -------- ------- TOTAL INTEREST INCOME 32,919 32,375 -------- ------- INTEREST EXPENSE Interest on Deposits 13,677 14,286 Interest on Short-term Borrowings 411 119 Interest on Long-term Debt 2,970 2,754 -------- ------- TOTAL INTEREST EXPENSE 17,058 17,159 -------- ------- NET INTEREST INCOME 15,861 15,216 Provision for Loan Losses 641 299 -------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 15,220 14,917 NONINTEREST INCOME Income from Fiduciary Activities 136 174 Service Charges on Deposit Accounts 828 841 Investment Services Income 267 274 Insurance Premiums and Commissions 839 302 Other Charges, Commissions and Fees 713 528 Gain on Sales of Loans and Other Real Estate 303 174 Net Gain/(Loss) on Sales of Securities (6) 29 -------- ------- TOTAL NONINTEREST INCOME 3,080 2,322 -------- ------- NONINTEREST EXPENSE Salaries and Employee Benefits 6,525 6,005 Occupancy Expense 855 798 Furniture and Equipment Expense 838 663 Computer Processing Fees 516 452 Professional Fees 524 413 Advertising and Promotions 322 314 Supplies 370 299 Other Operating Expenses 2,005 1,867 -------- ------- TOTAL NONINTEREST EXPENSE 11,955 10,811 -------- ------- Income before Income Taxes 6,345 6,428 Income Tax Expense 1,839 1,992 -------- ------- Net Income $ 4,506 $ 4,436 ======== ======= Earnings Per Share and Diluted Earnings Per Share $ 0.51 $ 0.51 Dividends Paid per Share $ 0.25 $ 0.22 Comprehensive Income $ 1,542 $ 4,470 ======== ======= See accompanying notes to consolidated financial statements.
5
GERMAN AMERICAN BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, dollar references in thousands) Six Months Ended June 30, 1999 1998 ----------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 4,506 $ 4,436 Adjustments to Reconcile Net Income to Net Cash from Operating Activities: Depreciation and Amortization 957 983 Provision for Loan Losses 641 299 Net Gain on Sales of Securities 6 (29) Gain of Sales of Loans and Other Real Estate (303) (174) Net Change in Loans Held for Sale 8,647 (8,592) Loss on Investment in Limited Partnership 62 57 Change in Assets and Liabilities: Interest Receivable and Other Assets (1,464) 4,537 Interest Payable and Other Liabilities (828) (1,511) --------- --------- Total Adjustments 7,718 (4,430) Net Cash from Operating Activities 12,224 6 CASH FLOWS FROM INVESTING ACTIVITIES Change in Certificates of Deposit 523 173 Proceeds from Maturities of Securities Available-for-Sale 23,535 54,776 Proceeds from Sales of Securities Available-for-Sales 953 25,490 Purchase of Securities Available-for-Sale (61,503) (77,944) Proceeds from Maturities of Securities Held-to-Maturity 3,971 15,068 Proceeds from Sales of Securities Held-to-Maturity --- 388 Purchase of Securities Held-to-Maturity (2,998) (2,988) Proceeds from Sales of Loans 850 255 Purchase of Loans (4,059) (264) Loans Made to Customers, net of Payments Received (30,416) (24,023) Acquire Affiliate (155) 3,715 Property and Equipment Expenditures (1,833) (390) Proceeds from Sales of Other Real Estate 311 76 Other --- (365) --------- --------- Net Cash from Investing Activities (70,821) (6,033) CASH FLOWS FROM FINANCING ACTIVITIES Change in Deposits 9,857 (8,475) Change in Short-term Borrowings 27,315 (1,006) Advances of Long-term Debt 7,000 27,991 Repayments of Long-term Debt (498) (31,881) Dividends Paid (2,192) (1,458) Exercise of Stock Options / Awards 305 --- Purchase / Retire Stock --- (305) Issue / (Repurchase ) of Common Stock 133 94 Purchase Fractional Shares (8) (5) --------- --------- Net Cash from Financing Activities 41,912 (15,045) Net Change in Cash and Cash Equivalents (16,685) (21,072) Cash and Cash Equivalents at Beginning of Year 49,588 60,684 --------- --------- Cash and Cash Equivalents at End of Period $ 32,903 $ 39,612 ========= ========= See accompanying notes to consolidated financial statements.
6 GERMAN AMERICAN BANCORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 1999 (unaudited) Note 1 -- Basis of Presentation Certain information and footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles have been condensed or omitted. Except for adjustments resulting from the merger transactions described below, all adjustments made by management to these unaudited statements were 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 German American Bancorp's December 31, 1998 Annual Report to Shareholders. German American Bancorp (referred to herein as the "Company," the "Corporation," or the "Registrant") is a multi-bank holding company organized in Indiana in 1982. The Company's principal subsidiaries are The German American Bank, Jasper, Indiana ("German American Bank"), First State Bank, Southwest Indiana, Tell City, Indiana ("First State Bank"), First American Bank, Vincennes, Indiana ("First American"), and German American Holdings Corporation ("GAHC"), an Indiana corporation that owns all of the outstanding capital stock of both Citizens State Bank, Petersburg, Indiana ("Citizens State") and the Peoples National Bank, Washington, Indiana ("Peoples"). The Company, through its five bank subsidiaries, operates 25 banking offices and five full-service insurance offices in eight contiguous counties in southwestern Indiana. On June 1, 1998 the Company consummated mergers with the parent companies of Citizens State and FSB Bank of Francisco, Indiana ("FSB Bank"). FSB Bank and an existing affiliate, Community Trust Bank of Petersburg, Indiana were merged into the Citizens State charter on that date. These mergers were accounted for as poolings of interests. The reported operating results for periods prior to June 1, 1998 have been retroactively adjusted to give the effect to the merger with Citizens State. Prior period results do not include the effect of the merger with FSB Bank, as restatement would not have resulted in a material change in overall financial results. In January 1999, the Company issued 2,039,665 shares of common stock for all the outstanding shares of 1ST BANCORP of Vincennes, Indiana and 62,000 shares of common stock for all the outstanding shares of The Doty Agency, Inc. (Doty) of Petersburg, Indiana. These mergers were accounted for as poolings of interest. The reported operating results for periods prior to the 1999 merger date have been retroactively adjusted to give effect to the merger with 1ST BANCORP. Prior period results do not include the effect of the merger with Doty, as restatement would not have resulted in a material change in overall financial results. 1ST BANCORP's subsidiaries included First Federal Bank, First Financial Insurance Agency, Inc., and First Title Insurance Company, Inc. First Federal Bank, now known as First American Bank, is headquartered in Vincennes, Indiana. First Financial Insurance Agency has offices in Vincennes and Princeton, Indiana. Doty is a general multi-line, full-service insurance agency with offices in Pike and Knox counties in Indiana. Prior to 1999, 1ST BANCORP's financial statements were prepared on a June 30 fiscal year. Accordingly, the Company's calendar period financial statements for periods prior to 1999 have been restated to include 1ST BANCORP fiscal period financial statements (i.e., the Company's previously reported December 31, 1998 balances were combined with 1ST BANCORP June 30, 1998 balances). 1ST BANCORP is combined with the Company on a calendar period basis for all 1999 periods. As a result of 1ST BANCORP'S prior fiscal reporting, the 1999 statement of cash flows and Note 5 include "acquired affiliate" amounts to adjust from fiscal to calendar period reporting. In May 1999, the Company issued 8,000 shares of common stock and approximately $26,000 in cash for all the outstanding shares of Professional Insurance Markets, Inc. (which did business as Smith & Bell) of Vincennes, Indiana. This merger was accounted for as a purchase. Accordingly, reported operating results for periods prior to the merger have not been restated. Smith & Bell is a general multi-line, full-service insurance agency with offices in Knox County, Indiana. 7 Comprehensive income includes both net income and other comprehensive income. Other comprehensive income includes the change in unrealized appreciation on securities available-for-sale, net of tax. Note 2 -- Per Share Data The Board of Directors declared and paid a 5 percent common stock dividend in December 1998. In lieu of issuing fractional shares, the company purchased from shareholders their fractional interest. The Company issued 995,678 common shares related to the mergers with the parent companies of Citizens State and FSB Bank on June 1, 1998 and 2,101,665 common shares related to the mergers of 1ST BANCORP and Doty in January of 1999. Earnings per share amounts have been retroactively computed as though these additionally issued shares had been outstanding for all periods presented. Earnings per share amounts have not been restated for the issuance of 8,000 common shares related to the purchase of Smith & Bell in May 1999. The computation of Earnings per Share and Diluted Earnings per Share are provided as follows:
Three Months Ended June 30, 1999 1998 --------------------------------- Earnings per Share: Net Income $2,283,000 $2,232,000 Weighted Average Shares Outstanding 8,778,258 8,764,756 ----------- ----------- Earnings per Share: $ 0.26 $ 0.26 =========== =========== Diluted Earnings per Share: Net Income $2,283,000 $2,232,000 Weighted Average Shares Outstanding 8,778,258 8,764,756 Stock Options 21,797 31,475 Assumed Shares Repurchased upon Exercise of Options (19,741) (16,203) ----------- ----------- Diluted Weighted Average Shares Outstanding 8,780,314 8,780,028 ----------- ----------- Diluted Earnings per Share $ 0.26 $ 0.26 =========== ===========
Six Months Ended June 30, 1999 1998 --------------------------------- Earnings per Share: Net Income $4,506,000 $4,436,000 Weighted Average Shares Outstanding 8,772,457 8,764,301 ----------- ----------- Earnings per Share: $ 0.51 $ 0.51 =========== =========== Diluted Earnings per Share: Net Income $4,506,000 $4,436,000 Weighted Average Shares Outstanding 8,772,457 8,764,301 Stock Options 21,797 31,475 Assumed Shares Repurchased upon Exercise of Options (19,741) (16,203) ----------- ----------- Diluted Weighted Average Shares Outstanding 8,774,513 8,779,573 ----------- ----------- Diluted Earnings per Share $ 0.51 $ 0.51 =========== ===========
8 Note 3 - Securities The amortized cost and estimated market values of Securities as of June 30, 1999 are as follows (dollars in thousands):
Estimated Amortized Market Cost Value ----------- ----------- Securities Available-for-Sale: U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies $ 87,962 $ 85,398 Obligations of State and Political Subdivisions 26,230 26,753 Asset-/Mortgage-backed Securities 69,871 68,345 ----------- ----------- Total $ 184,063 $ 180,496 =========== =========== Securities Held-to-Maturity: Obligations of State and Political Subdivisions $ 29,840 $ 30,228 Asset-/Mortgage-backed Securities 1,297 1,301 ----------- ----------- Total $ 31,137 $ 31,529 =========== ===========
The amortized cost and estimated market values of Securities as of December 31, 1998 are as follows (dollars in thousands):
Estimated Amortized Market Cost Value ----------- ----------- Securities Available-for-Sale: U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies $ 68,201 $ 68,386 Obligations of State and Political Subdivisions 29,103 30,455 Asset-/Mortgage-backed Securities 52,881 52,686 ----------- ----------- Total $ 150,185 $ 151,527 =========== =========== Securities Held-to-Maturity: U.S. Treasury Securities and Obligations of U.S. Government Corporation and Agencies $ 46,849 $ 47,951 Asset-/Mortgage-backed Securities 1,497 1,511 ----------- ----------- Total $ 48,346 $ 49,462 =========== ===========
9 At June 30, 1999 and December 31, 1998, U.S. Government Agency structured notes with an amortized cost of $1,998,000 and $5,985,000 respectively, and fair value of $1,845,000 and $5,985,000 respectively, are included in securities available-for-sale. These notes consist of single-index bonds. Note 4 -- Loans Total loans, as presented on the balance sheet, are comprised of the following classifications (dollars in thousands):
June 30, December 31, 1999 1998 ---------- ----------- Real Estate Loans Secured by 1-4 Family Residential Properties $ 319,794 $ 303,047 Agricultural Loans 61,665 62,736 Commercial and Industrial Loans 147,297 136,649 Loans to Individuals for Household, Family and Other Personal Expenditures 109,703 95,683 Lease Financing 516 821 ---------- ---------- Total Loans $ 638,975 $ 598,936 ========== ========== No unguaranteed concentration of credit in excess of 10 percent of total assets exists within any single industry group.
Note 5 -- Allowance for Loan Losses A summary of the activity in the Allowance for Loan Losses is as follows (dollars in thousands):
1999 1998 ----------- ----------- Balance at January 1 $ 8,323 $ 8,645 Allowance of Acquired Affiliate 356 --- Provision for Loan Losses 641 299 Recoveries of Prior Loan Losses 305 164 Loan Losses Charged to the Allowance (1,136) (792) ----------- ----------- Balance at June 30 $ 8,489 $ 8,316 =========== ===========
10 Note 6 - Business Combinations On June 1, 1998 the Company acquired by merger CSB Bancorp of Petersburg, Indiana (and its wholly owned subsidiary, Citizens State Bank of Petersburg) in exchange for 928,475 shares of German American Bancorp common stock. Fractional interests were paid in cash of $3. The transaction was accounted for as a pooling of interests. Also on June 1, 1998 the Company acquired by merger FSB Financial Corporation of Francisco, Indiana (and its wholly owned subsidiary, FSB Bank of Francisco, Indiana) in exchange for 67,203 shares of German American Bancorp common stock. Fractional interests for this transaction were paid in cash of $2. The transaction was accounted for as a pooling of interests; however, results for 1997 do not include the effect of this transaction, as restatement would not have resulted in a material change in overall financial results. Total assets and equity of FSB Bank at the date of merger were $15.5 million and $1.4 million, respectively. Effective the first business day of January 1999, the Company issued 2,039,665 shares for all the outstanding shares of 1ST BANCORP of Vincennes, Indiana and 62,000 shares for all the outstanding shares of The Doty Agency, Inc. (Doty) of Petersburg, Indiana. These mergers were accounted for as poolings of interests. The reported operating results for periods prior to the 1999 merger date have been retroactively adjusted to give effect to the merger with 1ST BANCORP. Prior period results do not include the effect of the merger with Doty, as restatement would not have resulted in a material change in overall financial results. On May 10, 1999 the Company issued 8,000 shares of common stock and approximately $26,000 in cash for all the outstanding shares of the corporate owner of Smith & Bell of Vincennes, Indiana. This merger was accounted for as a purchase, and resulted in the recording of approximately $250,000 in goodwill. The fair value of Smith & Bell's assets and liabilities, respectively, at the date of acquisition were approximately $160,000 and 250,000. Reported operating results for periods prior to the merger have not been restated. The following is a reconciliation of the separate and combined net interest income and net income of German American Bancorp, 1ST BANCORP and Doty for the period prior to the acquisition:
GERMAN AMERICAN BANCORP 1ST (as previously reported) BANCORP DOTY COMBINED For the three months ended June 30, 1998 Net interest income $ 6,008 $1,590 $--- $ 7,598 Net income / (Loss) $ 1,795 $ 437 $--- $ 2,232 For the six months ended June 30, 1998 Net interest income $12,051 $3,165 $--- $15,216 Net income / (Loss) $ 3,544 $ 892 $--- $ 4,436
Note 7 -- Subsequent Events On July 29, 1999, German American Bancorp announced that its Board of Directors has approved a stock repurchase program for up to 425,000 of the outstanding Common Shares of the Company, representing nearly five percent of its outstanding shares. Shares may be purchased from time to time in the open market and in large block privately negotiated transactions. The Company commenced bidding for shares on August 3, 1999 and will conclude bids and purchases (even if not all shares authorized under the program have been repurchased) by December 14,1999. 11 ITEM 2. GERMAN AMERICAN BANCORP MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS German American Bancorp ("the Company") is a multi-bank holding company based in Jasper, Indiana. Its five affiliate banks conduct business in 25 offices in Dubois, Daviess, Gibson, Knox, Martin, Pike, Perry and Spencer Counties in Southwest Indiana. Its full-service insurance agencies operate offices in Dubois, Gibson, Knox and Pike Counties. The banks provide a wide range of financial services, including accepting deposits; making commercial, mortgage and consumer loans; issuing property and casualty, credit life, accident and health insurance; providing trust services for personal and corporate customers; providing safe deposit facilities; and providing investment advisory and brokerage services. This section presents an analysis of the consolidated financial condition of the Company as of June 30, 1999 and December 31, 1998 and the consolidated results of operations for the three and six month periods ended June 30, 1999 and 1998. 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 December 31, 1998 Annual Report to Shareholders. On June 1, 1998 the Company consummated mergers with the parent companies of Citizens State and FSB Bank of Francisco, Indiana ("FSB Bank"). FSB Bank and an existing affiliate, Community Trust Bank of Otwell, Indiana were merged into the Citizens State charter on that date. The reported operating results for periods prior to June 1, 1998 have been retroactively adjusted to give the effect to the merger with Citizens State. Prior year results do not include the effect of the merger with FSB Bank, as restatement would not have resulted in a material change in overall financial results. In January 1999, the Company issued 2,039,665 shares for all the outstanding shares of 1ST BANCORP of Vincennes, Indiana and 62,000 shares for all the outstanding shares of The Doty Agency, Inc. (Doty) of Petersburg, Indiana. These mergers were accounted for as poolings of interests. The reported operating results for periods prior to the 1999 merger date have been retroactively adjusted to give effect to the merger with 1ST BANCORP. Prior period results do not include the effect of the merger with Doty, as restatement would not have resulted in a material change in overall financial results. In May 1999, the Company issued 8,000 shares of common stock and approximately $26,000 in cash for all the outstanding shares of Professional Insurance Markets, Inc. (which did business as Smith & Bell) of Vincennes, Indiana. This merger was accounted for as a purchase. Accordingly, reported operating results for periods prior to the merger have not been restated. Smith & Bell is a general multi-line, full-service insurance agency with offices in Knox County, Indiana. 12 RESULTS OF OPERATIONS Net Income: Net income was $2,283,000 or $0.26 per share for the quarter ended June 30, 1999 compared to $2,232,000 or $0.26 per share for the second quarter of 1998. Net interest income increased $388,000, or 5.1 percent. Provision for Loan Losses increased by $127,000. Noninterest income increased $348,000 or 28.4 percent over 1998. Noninterest expense increased $579,000 or 10.6 percent from the prior year. Net income for the six months ended was $4,506,000 or $0.51 per share compared to $4,436,000 or $0.51 per share for the prior year to date. Net interest income increased $645,000, or 4.2 percent. Provision for Loan Losses increased by $342,000 or 114 percent. Noninterest income increased $758,000 or 32.6 percent over 1998. Noninterest expense increased $1.1 million or 10.6 percent from the prior year. Net Interest Income: The following table summarizes German American Bancorp's net interest income (on a tax-equivalent basis, at an effective tax rate of 34 percent for each period) for each of the periods presented herein (dollars in thousands):
Three Months Change from Ended June 30, Prior Period 1999 1998 Amount Percent ------------------------ --------------------- Interest Income (T/E) $17,010 $16,539 $471 2.8% Interest Expense 8,591 8,553 38 0.4% ------- ------- ---- Net Interest Income (T/E) $ 8,419 $ 7,986 $433 5.4% ======= ======= ==== Six Months Change from Ended June 30, Prior Period 1999 1998 Amount Percent ------------------------ --------------------- Interest Income (T/E) $33,781 $33,152 $ 629 1.9% Interest Expense 17,058 17,159 (101) (0.6%) ------- ------- ------ Net Interest Income (T/E) $16,723 $15,993 $ 730 4.6% ======= ======= ======
The increase in net interest income for the three months ended June 30, 1999 compared to the prior year was due to a $111,000 increase in loan income, a $315,000 increase in investment income and a $323,000 decrease in interest expense on deposits, offset by a $361,000 increase in interest expense on borrowings. The increase in net interest income for the year to date ended June 30, 1999 compared to 1998 was due to a $417,000 increase in loan income, a $127,000 increase in investment income and a $609,000 decrease in interest expense on deposits, offset by a $508,000 increase in interest expense on borrowings. Net interest margin, which represents the average net effective yield on earning assets, is tax-equivalent net interest income expressed as a percentage of average earning assets. For the second quarter of 1999, the net interest margin was 3.92 percent compared to 3.98 percent for the comparable period of 1998. Net interest margin for the six months ended June 30, 1999 was 3.91 compared to 4.00 in the prior year. These declines were due to a more competitive pricing environment for loans and the effect of capital leverage strategies employed in the investment portfolio. 13 Provision For Loan Losses: The Company provides for future loan losses through regular provisions to the allowance for loan losses. These provisions are made at a levels considered necessary by management to absorb estimated losses in the loan portfolio. A detailed evaluation of the adequacy of this loan loss reserve is completed quarterly by management. The consolidated provision for loan losses was $272,000 and $641,000 for the three and six months ended June 30, 1999. This compares to $145,000 and $299,000 for the same respective periods in 1998. This increase in provision was primarily due to growth in non-conforming mortgage loans and recent charge-off experience in residential real estate mortgage and consumer loans. The provision for loan losses to be recorded in future periods will be adjusted based on the results of on-going evaluations of the adequacy of the allowance for loan losses. Net charge-offs were $528,000 or 0.34 annualized percent of average loans for the three months ended and $831,000 or 0.27 annualized percent of average loans for the six months ended June 30, 1999. Net charge-offs for the second quarter and year to date ended June 30, 1998 were $544,000 or 0.36 annualized percent and $628,000 or 0.22 annualized percent of average loans, respectively. The increase in net charge-offs occurred primarily in consumer loans, residential real estate mortgages (related to growth in that segment of the portfolio), and included a single large commercial loan. Nonperforming loans as a percent of total loans at June 30, 1999 were 1.28 percent of total loans, which represents no change from March 31, 1999. This is an increase from 1.16 percent at December 31, 1998. See discussion under "Financial Condition" for more information regarding nonperforming assets. Noninterest Income: Noninterest income for the second quarter of 1999 increased $348,000 or 28.4 percent over the same period in 1998. Investment Services Income, which fluctuates based on market conditions, increased $21,000. The increase in Insurance Premiums and Commissions of $345,000 was primarily due to the Doty and Smith & Bell acquisitions. Other Charges and Fees increased $58,000 or 22%, primarily due to growth in the Company's title insurance business. Gains on the Sale of Loans and Other Real Estate also fluctuates with market conditions, and declined $31,000 from the prior year. Year to date noninterest income increased $758,000 or 32.6 percent over 1998. Increases occurred in Insurance Premiums and Commissions ($537,000), Other Charges and Fees ($185,000), and Gains on the Sale of Loans and Other Real Estate ($129,000). Noninterest Expense: Noninterest expense for the second quarter of 1999 increased $579,000 or 10.6 percent from the prior year. Most of this increase occurred in Salaries and Employee Benefits ($227,000), Furniture and Equipment Expense ($108,000) and Professional Fees ($110,000). The increase in Professional Fees is due to insurance acquisition expenses, mortgage banking consulting fees, and fees associated with outsourcing the Company's internal audit function in 1999. The Company's insurance operations accounted for $422,000 or 73 percent of the total increase. Year to date noninterest expense increased $1.1 million or 10.6 percent from the prior year. The bulk of this increase occurred in Salaries and Employee Benefits ($520,000), Furniture and Equipment Expense ($175,000) and Supplies ($71,000). The Company's insurance operations accounted for $626,000 or 57 percent of the total increase. Salaries and Employee Benefits totaled $3.3 million in the second quarter of 1999 and $6.5 million year to date, or 54 percent of total noninterest expense. Excluding increases due to the Company's acquired insurance operations, these expenses increased approximately $58,000 year to date or 1.0 percent over year to date 1998. 14 Total occupancy, furniture and equipment expense for the three and six months ended June 30, 1999 totaled $860,000 and 1.7 million, respectively. This was approximately $141,000 and $232,000 greater than the same periods of the prior year. These increases include depreciation on Citizens State Bank's new main office Petersburg, and for a branch remodeling at another affiliate. Also included are the costs of upgrading the Company's computer systems at its existing and new affiliates. This strategy is expected, over the long-term, to better control employee related expenses and to improve the quality of customer service provided by all of its affiliate community banks. Computer processing fees increased $25,000 and $64,000 in the second quarter and year to date 1999 periods, respectively, compared to the same periods in 1998. Increases were due in part to Year 2000 preparation, and also to conversion related expenses at our newest affiliate. Advertising expenses were relatively unchanged from the prior year. Supplies expenses for the second quarter increased $42,000 over the prior year. This included expenses at our newest affiliate, and normal increases due to volume. Year to date Other Operating Expenses increased $138,000 over 1998. $62,000 of this increase related to a net loss on sale and write-downs in Other Real Estate Owned and other miscellaneous assets. Other increases occurred in education and training expenses ($48,000), telecommunication expenses, including network charges ($73,000), and collection expenses ($75,000). Expenses were reduced in examination fees ($24,000), Director/Committee Fees ($79,000), bank service charges ($30,000) and blanket bond/ D& O insurance expenses ($30,000). Income Taxes: The Company's effective income tax rate approximates 30% of pre-tax income in all periods, and is lower than the combined federal and state statutory rate of 39.6%. This lower effective rate results from the Company's tax-exempt investment income on municipal securities and loans, and from net operating loss and other income tax credits generated from investments in affordable housing projects. FINANCIAL CONDITION Total assets at June 30, 1999 were $931 million. This was an increase of $34 million from the December 31, 1998 total asset position. In comparison to year-end totals, loans increased $40 million or 6.7 percent, investments increased $11 million or 5 percent, and cash equivalents decreased $17 million. Deposits at June 30, 1999 increased $17 million or 2.6 percent, and borrowings increased $17 million or 13.1 percent. All of the Company's affiliate banks are members of the Federal Home Loan Bank System ("FHLB"). The banks' membership in the FHLB provides an additional source of liquidity for both Long-term and Short-term borrowing needs. The Company had $114 million in Long-term FHLB borrowings outstanding at June 30, 1999 as compared to $124 million at December 31, 1998. 15 Nonperforming Assets: The following is an analysis of the Company's nonperforming assets at June 30, 1999 and December 31, 1998 (dollars in thousands):
June 30, December 31, 1999 1998 -------- ------------ Nonaccrual Loans $5,313 $5,411 Loans contractually past due 90 days or more 2,896 1,522 Renegotiated Loans --- --- ------- ------ Total Nonperforming Loans 8,209 6,933 ------- ------ Other Real Estate 2,491 1,156 ------- ------ Total Nonperforming Assets $10,700 $8,089 ======= ====== Allowance for Loan Loss to Nonperforming Loans 103.41% 120.05% Nonperforming Loans to Total Loans 1.28% 1.16%
The increase in past due loans occurred primarily in non-conforming real estate loans. Most of the increase in Other Real Estate related to a group of agricultural loans to a single borrower. Capital Resources: Shareholders' equity totaled $91.5 million at June 30, 1999 or 9.8 percent of total assets, an increase of $269,000 from December 31, 1998. 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 such as loan commitments and standby letters of credit. Tier 1, or core capital, consists of shareholders' equity less goodwill, core deposit intangibles, and certain deferred tax assets defined by bank regulations. Tier 2 capital is defined as the amount of the allowance for loan losses which does not exceed 1.25 percent of gross risk adjusted assets. Total capital is the sum of Tier 1 and Tier 2 capital. The minimum requirements under these standards are generally at least a 4.0 percent leverage ratio, which is Tier 1 capital divided by defined "total assets"; 4.0 percent Tier 1 capital to risk-adjusted assets; and, an 8.0 percent total capital to risk-adjusted assets ratios. Under these guidelines, the Company, on a consolidated basis, and each of its affiliate banks individually, have capital ratios that substantially exceed the regulatory minimums. The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) requires federal regulatory agencies to define capital tiers. These are: well capitalized, adequately capitalized, under-capitalized, significantly under-capitalized, and critically under-capitalized. Under these regulations, a "well-capitalized" entity must achieve a Tier 1 Risk-based capital ratio of at least 6.0 percent; a total capital ratio of at least 10.0 percent; and, a leverage ratio of at least 5.0 percent, and not be under a capital directive order. At June 30, 1999 management is not under such a capital directive, nor is it aware of any current recommendations by banking regulatory authorities which, if they were to be implemented, would have or are reasonably likely to have, a material effect on the Company's liquidity, capital resources or operations. 16 The table below presents the Company's consolidated risk-based capital structure and capital ratios under regulatory guidelines (dollars in thousands):
June 30, December 31, 1999 1998 -------- ------------ Tier 1 Capital: Shareholders' Equity as presented on the Balance Sheet $ 91,545 $ 91,276 Less: Unrealized Depreciation (Appreciation) on Securities Available-for-Sale 2,153 (811) Less: Intangible Assets and Ineligible Deferred Tax Assets (2,307) (1,497) -------- -------- Total Tier 1 Capital 91,391 88,968 Tier 2 Capital: Qualifying Allowance for Loan Loss 7,554 6,328 -------- -------- Total Capital $ 98,945 $ 95,296 ======== ======== Risk-adjusted Assets $603,401 $583,500
To be Well Capitalized Under Prompt Minimum for Corrective Capital Action At At Adequacy Provisions June 30, December 31, Purposes (FDICIA) 1999 1998 Leverage Ratio 4.00% 5.00% 9.95% 10.28% Tier 1 Capital to Risk-adjusted Assets 4.00% 6.00% 15.15% 15.25% Total Capital to Risk-adjusted Assets 8.00% 10.00% 16.40% 16.33%
The Company has commenced a stock repurchase program as discussed in greater detail in Note 7 to the financial statements included in Part I of this report, which Note is incorporated herein by reference. Liquidity: The Consolidated Statement of Cash Flows details the elements of change in the Company's cash and cash equivalents. During the first six months of 1999, operating activities provided $12.2 million of available cash, which included net income of $4.5 million. Deposits and borrowings provided $43.7 million of cash during the period. Major cash outflows experienced during this six month period of 1999 included $2.2 million in dividends, $1.8 million in property and equipment purchases and net loan outlays in the amount of $33.6 million. Purchases of securities and short-term investments required $36.0 million in cash above the dollar amount of maturities and sales. Total cash outflows for the period exceeded inflows by $16.7 million, leaving cash and cash equivalents of $32.9 million at June 30, 1999. 17 Year 2000: All banks and financial institutions are faced with addressing a potentially materially adverse event should their computer and operating systems fail to accurately process their customers' deposit, loan and other business in the Year 2000. The Company, like any financial institution, would suffer an interruption in its ability to transact business should its systems fail due to Year 2000 programming inaccuracy. During the second quarter, the Company satisfactorily completed testing and implementation procedures on all mission critical systems to address potential Year 2000 issues. The Company's Year 2000 process is subject to banking agency regulatory guidelines and examination. The Company believes itself to be in compliance with all significant regulatory requirements. The Company's service provider for all of its loan and deposit account processing activity is Fiserv, a publicly listed company headquartered in Milwaukee, Wisconsin. The Company designated Fiserv's systems as mission critical for the Year 2000 issue, as that term is defined by bank regulatory requirements. Fiserv is a national service provider for over 3,300 institutions. While the Company has extensively tested Fiserv's systems for Year 2000 capabilities, it can obviously give no absolute assurance as to the actual performance of Fiserv's systems in the Year 2000. However, based on this testing, the Company is unaware of any issues that would cause any material interruption in its ability to transact business. The Company has also completed its assessment of the Year 2000 implications of systems other than its "mission critical" data processing information systems (such as elevators, HVAC, copiers, and the like). The Company expended approximately $500,000 on Year 2000 related items, including approximately $200,000 in cash outlays in 1999. These outlays exclude the cost of implementing the Company's state-of-the-art platform and computer systems upgrade, but include the Company's share of third party systems costs and all other costs to address the Year 2000 issue. For financial statement purposes, the depreciation and operating expenses associated with these outlays will impact the income statement over a period of one to seven years. The Year 2000 issue could also affect the ability of the Company's customers to conduct operations in a timely and effective manner, and as such, could adversely impact the quality of the Company's loan portfolio, its deposits, or other sources of revenue and funding from customers. The Company has completed an assessment of its commercial customers' potential exposure to the Year 2000 issue and their plans to minimize any such exposure. While that assessment can offer no assurances on this matter, the Company is unaware of any specific significant customer Year 2000 issues that are not expected to be resolved prior to the end of the year. The above summary of the Company's Year 2000 preparations includes forward looking statements, concerning the Company's present expectation that its operations will not be materially adversely affected by Year 2000 issues. However, the Year 2000 issue is pervasive, complex and could potentially affect any computer process, including any equipment utilizing embedded technology like microprocessors. Although the Company believes it is taking all necessary steps to address Year 2000 issues, no assurances can be given that some problems will not occur or that the Company will not incur significant additional expenses in future periods, any of which could have a material adverse impact on the Company's results of operations. 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 Committees and Boards of Directors of the holding company and its affiliate banks. Primary market risks which impact the Company's operations are liquidity risk and interest rate risk. 18 The liquidity of the parent company is dependent upon the receipt of dividends from its bank subsidiaries, which are subject to certain regulatory limitations. The affiliate banks 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 long-term 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 adverse movements in interest rates by using interest rate sensitivity analysis to determine the change in the NPV of the net present value 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 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 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 table. Lastly, the ability of many borrowers to repay their adjustable rate debt may decline during a rising interest rate environment. The table below provides an assessment of the risk to NPV in the event of sudden and sustained 1% and 2% increases and decreases in prevailing interest rates. These estimates were restated from those presented in the Company's 1998 Annual Report for the effect of the January 1999 acquisition, on a pooling of interests basis, of 1ST BANCORP. The Company's risk profile as of June 30, 1999 does not materially differ from these year-end estimates. The table indicates that as of December 31, 1998 the Company's estimated NPV might be expected to decrease in the event of an increase in prevailing interest rates, and that a decrease in prevailing interest rates might have little or no impact on estimated NPV. Change in Estimated Net Portfolio Value As of December 31, 1998 Net Portfolio Value Changes in Rates In Thousands Dollar Change % Change +2%....................$88,621.................$(22,784)..............(20%) +1%.....................99,131..................(12,274)..............(11%) Base....................111,405......................---................--- -1%....................112,695....................1,290.................1% -2%....................111,844......................439................--- PART II. OTHER INFORMATION Item 2. Changes in Securities and Use of Proceeds The Company issued 8,000 shares of common stock to the former shareholders of Professional Insurance Markets, Inc. ("PIMI") in May of 1999 in payment of the purchase price for PIMI in reliance upon the private offering exemption [Section 4(2)] from registration under the Securities Act of 1933. 19 The Company also issued an aggregate of 2,470 common shares to executive officers in May 1999 upon their exercises of stock options granted to them under the Company's 1992 stock option plan, and an aggregate of 16,827 common shares during June 1999 to members of the Board of Directors of the Company and its affiliate banks in payment of a portion of their fees for service as such. All of these issuances were made in reliance upon the Section 4(2) exemption. Item 4. Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting of Shareholders on April 22, 1999. At the Annual Meeting, the shareholders elected as Directors for an additional two-year term the seven nominees proposed by the Board of Directors, and approved the German American Bancorp 1999 Long-Term Equity Incentive Plan ("Incentive Plan") and the 1999 Employee Stock Purchase Plan ("Purchase Plan"). Votes Votes Broker Nominee Cast for Withheld Non-Votes George Astrike 6,320,066 335,033 0 David G. Buehler 6,318,146 336,953 0 David B. Graham 6,318,268 336,831 0 William R. Hoffman 6,327,349 327,750 0 Michael B. Lett 6,322,772 332,327 0 C. James McCormick 6,327,892 327,207 0 A.W. Place Jr. 6,327,349 327,750 0 The Incentive Plan was approved by a vote of 5,035,529 votes in favor and 674,420 votes opposed with 219,115 abstentions or broker non-votes. The Purchase Plan was approved by a vote of 5,275,353 votes in favor and 472,266 votes opposed with 181,445 abstentions or broker non-votes. Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits Exhibit No. Description 3.1 Restated Articles of Incorporation of the Registrant as amended April 23, 1998 are incorporated by reference to Exhibit 3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. 3.2 Restated Bylaws of the Registrant as amended August 14, 1990, are incorporated by reference to Exhibit 3.2 to Registrant's Form 10-K for the year ended December 31, 1995. 4 No long-term debt instrument issued by the Registrant exceeds 10% of consolidated total assets. In accordance with paragraph 4 (iii) of Item 601(b) of Regulation S-K, the Registrant will furnish the Securities and Exchange Commission upon request copes of long-term debt instruments and related agreements. 27 Financial Data Schedule for the periods ended June 30, 1999 and 1998.
(b) Reports on Form 8-K No reports on Form 8-K were filed during the three months ended June 30, 1999. 20 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 Date August 16, 1999 By/s/Mark A. Schroeder --------------------------------- ------------------------------ Mark A. Schroeder President and CEO Date August 16, 1999 By/s/John M. Gutgsell ---------------------------------- ------------------------------ John M. Gutgsell Chief Accounting Officer 21 EX-27 2
9 1000 6-MOS 6-MOS JUN-30-1999 JUN-30-1998 DEC-31-1999 DEC-31-1998 22,816 14,462 10,087 5,462 0 14,225 0 0 180,496 112,722 31,137 69,237 31,529 70,276 639,619 595,208 8,489 8,316 931,349 850,088 682,104 651,070 34,343 4,542 9,119 9,391 114,238 96,406 0 0 0 0 8,794 8,386 82,751 80,293 931,349 850,088 26,046 25,629 6,836 6,178 37 568 32,919 32,375 13,677 14,286 17,058 17,159 15,861 15,216 641 299 (6) 29 11,955 10,811 6,345 6,428 6,345 6,428 0 0 0 0 4,506 4,436 0.51 0.51 0.51 0.51 3.73 3.81 5,313 3,134 2,896 3,228 0 762 1,189 0 8,679 8,645 1,136 792 305 164 8,489 8,316 8,489 8,316 0 0 2,292 2,624
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