-----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, BrD0hLz0niPYKxPVW2VuqNV1cC0gT8lJlbJB3menoeBJWR7DjEpcfmcsv11A63fY ndlC54Iv8nL8ycATGXPauA== 0001144204-08-005572.txt : 20080201 0001144204-08-005572.hdr.sgml : 20080201 20080201104030 ACCESSION NUMBER: 0001144204-08-005572 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080130 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080201 DATE AS OF CHANGE: 20080201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GERMAN AMERICAN BANCORP, INC. 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15877 FILM NUMBER: 08566538 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: GERMAN AMERICAN BANCORP DATE OF NAME CHANGE: 19950510 FORMER COMPANY: FORMER CONFORMED NAME: GAB BANCORP DATE OF NAME CHANGE: 19950510 8-K 1 v101249_8k.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
January 30, 2008
Date of Report (Date of earliest event reported)
 
GERMAN AMERICAN BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
Indiana
0-11244
35-1547518
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
711 Main Street
 
Box 810
 
Jasper, Indiana
47546
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code: (812) 482-1314
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
 

 
Item 2.02. Results of Operations and Financial Condition.

On January 30, 2008, German American Bancorp, Inc. (the "Company" or "German American"), issued a press release announcing its results for the fiscal quarter and year ended December 31, 2007, and making other disclosures. The press release (including the accompanying unaudited consolidated financial statements as of and for the three and twelve months ended December 31, 2007, and other financial data) is furnished herewith as Exhibit 99 and is incorporated herein by reference.

The information incorporated by reference herein from Exhibit 99 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

As announced in the press release that is furnished as Exhibit 99 to this report, the Company's Board of Directors has declared a cash dividend of $0.14 per share which will be payable on February 20, 2008 to shareholders of record as of February 10, 2008.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibits

99
Press release issued by the Company on January 30, 2008. This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 

 
SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
GERMAN AMERICAN BANCORP, INC.
     
     
 
By:
/s/ Mark A. Schroeder
   
Mark A. Schroeder, President and
   
Chief Executive Officer
 
Dated: January 30, 2008


 
EXHIBIT INDEX

99
Press release issued by the Company on January 30, 2008. This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 

 
EX-99.1 2 v101249_ex99-1.htm
GERMAN AMERICAN BANCORP, INC.

NEWS RELEASE

For additional information, contact:
Mark A Schroeder, President/CEO of German American Bancorp, Inc.
Bradley M Rust, Senior Vice President/CFO of German American Bancorp, Inc.
(812) 482-1314
 

January 30, 2008
GERMAN AMERICAN BANCORP, INC. REPORTS DOUBLE-DIGIT EARNINGS GROWTH AND RECORD QUARTERLY EARNINGS
 
German American Bancorp, Inc. today reported record 4th quarter 2007 net income of $2,775,000, or $0.25 per share, an increase of $337,000, or 13.8%, from the $2,438,000, or $0.22 per share reported in the 4th quarter of 2006. This record level of quarterly earnings is a continuation of the strong performance fundamentals the Company has experienced for much of the past several years.

In comparison to the 4th quarter of last year, the Company recorded strong performance in virtually every category of operations as net interest income increased by $702,000, or 7.5%, driven by year-over-year loan growth of 9.0%, while revenues from deposit fees and service charges and from the sale of trust and investment products increased by $358,000, or 24.8%. Additionally, non-interest expenses declined by $462,000, or 4.8%, primarily resulting from a reduction in salaries and benefits expense of $318,000, or 5.7%, during the 4th quarter of 2007 relative to personnel expenses during the same quarter last year.

The record 4th quarter earnings were achieved even considering the recording during that quarter of a $680,000 net loss on securities within the Company’s portfolio of non-controlling investments in other banking organizations as the result of the sale of one of the investment holdings and the recognition of an other-than-temporary impairment expense in connection with the valuation of other holdings within the portfolio.

For the year-ended December 31, 2007, the Company reported net income of $9,405,000 as compared to $10,221,000 reported in 2006. The decline was principally attributable to an increase in the Company’s provision for loan loss during the year, the majority of which was related to the previously reported resolution of a single non-performing credit during the first quarter of the year.
 

 
GERMAN AMERICAN BANCORP, INC.

NEWS RELEASE

For additional information, contact:
Mark A Schroeder, President/CEO of German American Bancorp, Inc.
Bradley M Rust, Senior Vice President/CFO of German American Bancorp, Inc.
(812) 482-1314
 
 
Commenting on the Company’s record earnings, strong loan and balance sheet growth, solid asset quality, and impressive cost control, Mark Schroeder, President & CEO of German American Bancorp, Inc., stated, “It is extremely gratifying that our efforts, over the course of the past several years, to prudently grow our balance sheet while maintaining our historic focus on asset quality and expense control has resulted in the achievement of the highest level of quarterly earnings in the history of our Company. Unlike much of the banking industry in the Midwest and throughout the United States, we are currently experiencing a strong and improving level of credit quality. Our credit quality improvement is evidenced by a continued reduction in the ratio of our level of non-performing loans to total loans at December 31, 2007, to 0.50%, which is the lowest ratio experienced in the past four years, and the return of our quarterly provision for loan losses to lower levels during the fourth quarter. We, nevertheless, diligently continue to closely monitor the quality of our loan portfolio in light of the apparent weakening of general economic conditions throughout the country. We remain committed to the continuation of this proven successful strategy of enhancing long-term shareholder value and believe the market will, utilizing a long-term perspective, recognize the inherent value of German American’s franchise.”

The Company also announced that its Board of Directors declared a regular quarterly cash dividend of $0.14 per share which will be payable on February 20, 2008 to shareholders of record as of February 10, 2008.
 
*****

German American Bancorp, Inc. is a financial services holding company based in Jasper, Indiana. The Company’s Common Stock is traded on NASDAQ’s Global Select Market System under the symbol GABC.  The principal subsidiary of German American Bancorp, Inc. is its banking subsidiary, German American Bancorp which operates through six community banking affiliates with 28 retail banking offices in the ten contiguous Southern Indiana counties of Daviess, Dubois, Gibson, Knox, Lawrence, Martin, Monroe, Perry, Pike, and Spencer. German American Bancorp owns a trust, brokerage and financial planning subsidiary which operates from its banking offices and a full line property and casualty insurance agency with six insurance agency offices throughout its market area.
 
*****



GERMAN AMERICAN BANCORP, INC.

NEWS RELEASE

For additional information, contact:
Mark A Schroeder, President/CEO of German American Bancorp, Inc.
Bradley M Rust, Senior Vice President/CFO of German American Bancorp, Inc.
(812) 482-1314
 
 
Forward-Looking Statements
 
German American’s statements in this press release regarding its outlook for its future financial performance, including its intention to maintain its strategy to prudently grow its balance sheet while maintaining asset quality and controlling expenses, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.   Readers are cautioned that, by their nature, forward-looking statements are based on assumptions and are subject to risks, uncertainties, and other factors. Actual results and experience could differ materially from the anticipated results or other expectations expressed or implied by these forward-looking statements as a result of a number of factors, including but not limited to, those discussed in the press release.  Factors which could cause actual results and experience to differ from these expectations include 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; changes in general economic conditions, either nationally or locally, resulting in, among other things, credit quality deterioration; capital management activities; actions of the Federal Reserve Board; changes in accounting principles and interpretations; and legislative and regulatory actions and reforms. These forward-looking statements speak only as of the date of this press release and German American undertakes no obligation to update any such forward-looking statement to reflect events or circumstances that occur after the date hereof. 



GERMAN AMERICAN BANCORP, INC.

NEWS RELEASE

For additional information, contact:
Mark A Schroeder, President/CEO of German American Bancorp, Inc.
Bradley M Rust, Senior Vice President/CFO of German American Bancorp, Inc.
(812) 482-1314
 

Consolidated Balance Sheets
 
GERMAN AMERICAN BANCORP, INC.
(unaudited, dollars in thousands except per share data)

   
December 31,
 
   
2007
 
2006
 
ASSETS
         
Cash and Due from Banks
 
$
25,283
 
$
23,960
 
Short-term Investments
   
2,631
   
5,735
 
Investment Securities
   
152,764
   
185,557
 
               
Loans Held-for-Sale
   
5,697
   
1,601
 
               
Loans, Net of Unearned Income
   
867,721
   
796,259
 
Allowance for Loan Losses
   
(8,044
)
 
(7,129
)
Net Loans
   
859,677
   
789,130
 
               
Stock in FHLB and Other Restricted Stock
   
10,621
   
10,621
 
Premises and Equipment
   
22,783
   
23,245
 
Goodwill and Other Intangible Assets
   
13,685
   
14,579
 
Other Assets
   
38,569
   
38,996
 
TOTAL ASSETS
 
$
1,131,710
 
$
1,093,424
 
               
LIABILITIES
             
Non-interest-bearing Demand Deposits
 
$
136,212
 
$
137,671
 
Interest-bearing Demand, Savings, and
             
Money Market Accounts
   
353,643
   
329,690
 
Time Deposits
   
387,566
   
400,257
 
Total Deposits
   
877,421
   
867,618
 
               
Borrowings
   
144,170
   
119,889
 
Other Liabilities
   
13,003
   
13,526
 
TOTAL LIABILITIES
   
1,034,594
   
1,001,033
 
               
SHAREHOLDERS' EQUITY
             
Common Stock and Surplus
   
79,437
   
79,224
 
Retained Earnings
   
16,681
   
13,450
 
Accumulated Other Comprehensive Income (Loss)
   
998
   
(283
)
TOTAL SHAREHOLDERS' EQUITY
   
97,116
   
92,391
 
               
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
1,131,710
 
$
1,093,424
 
               
END OF PERIOD SHARES OUTSTANDING
   
11,029,484
   
11,008,562
 
               
BOOK VALUE PER SHARE
 
$
8.81
 
$
8.39
 
 

 
GERMAN AMERICAN BANCORP, INC.

NEWS RELEASE

For additional information, contact:
Mark A Schroeder, President/CEO of German American Bancorp, Inc.
Bradley M Rust, Senior Vice President/CFO of German American Bancorp, Inc.
(812) 482-1314
 
 
GERMAN AMERICAN BANCORP, INC.
(unaudited, dollars in thousands except per share data)
                 
Consolidated Statements of Income
                 
   
Three Months Ended
 
Year Ended
 
   
December 31,
 
December 31,
 
   
2007
 
2006
 
2007
 
2006
 
                   
INTEREST INCOME
                 
Interest and Fees on Loans
 
$
16,354
 
$
14,496
 
$
63,852
 
$
53,490
 
Interest on Short-term Investments
   
129
   
178
   
478
   
545
 
Interest and Dividends on Investment Securities
   
1,853
   
2,421
   
7,931
   
9,559
 
TOTAL INTEREST INCOME
   
18,336
   
17,095
   
72,261
   
63,594
 
                           
INTEREST EXPENSE
                         
Interest on Deposits
   
6,708
   
6,193
   
27,289
   
21,329
 
Interest on Borrowings
   
1,613
   
1,589
   
6,357
   
6,069
 
TOTAL INTEREST EXPENSE 
   
8,321
   
7,782
   
33,646
   
27,398
 
                           
NET INTEREST INCOME
   
10,015
   
9,313
   
38,615
   
36,196
 
Provision for Loan Losses
   
347
   
291
   
3,591
   
925
 
NET INTEREST INCOME AFTER
                                     
PROVISION FOR LOAN LOSSES
   
9,668
   
9,022
   
35,024
   
35,271
 
                           
NON-INTEREST INCOME
                         
Net Gain on Sales of Loans and Related Assets
   
277
   
165
   
822
   
917
 
Net Gain (Loss) on Securities
   
(680
)
 
-
   
(680
)
 
951
 
Other Non-interest Income
   
3,922
   
3,672
   
15,562
   
14,125
 
TOTAL NON-INTEREST INCOME 
   
3,519
   
3,837
   
15,704
   
15,993
 
                           
NON-INTEREST EXPENSE
                         
Salaries and Benefits
   
5,219
   
5,537
   
21,671
   
21,491
 
Other Non-interest Expenses
   
3,934
   
4,078
   
15,550
   
15,568
 
TOTAL NON-INTEREST EXPENSE
   
9,153
   
9,615
   
37,221
   
37,059
 
                           
Income before Income Taxes
   
4,034
   
3,244
   
13,507
   
14,205
 
Income Tax Expense
   
1,259
   
806
   
4,102
   
3,984
 
                   
NET INCOME
 
$
2,775
 
$
2,438
 
$
9,405
 
$
10,221
 
                           
EARNINGS PER SHARE & DILUTED EARNINGS PER SHARE
 
$
0.25
 
$
0.22
 
$
0.85
 
$
0.93
 
                           
                           
WEIGHTED AVERAGE SHARES OUTSTANDING
   
11,012,428
   
10,997,099
   
11,009,536
   
10,994,739
 
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING
   
11,031,920
   
11,003,640
   
11,025,226
   
11,005,667
 



GERMAN AMERICAN BANCORP, INC.

NEWS RELEASE

For additional information, contact:
Mark A Schroeder, President/CEO of German American Bancorp, Inc.
Bradley M Rust, Senior Vice President/CFO of German American Bancorp, Inc.
(812) 482-1314
 

GERMAN AMERICAN BANCORP, INC.
(unaudited, dollars in thousands except per share data)
 
   
Three Months Ended
 
Year Ended
 
   
December 31,
 
December 31,
 
   
2007
 
2006
 
2007
 
2006
 
EARNINGS PERFORMANCE RATIOS
                 
Annualized Return on Average Assets
   
0.99
%
 
0.91
%
 
0.84
%
 
0.99
%
Annualized Return on Average Equity
   
11.58
%
 
10.88
%
 
10.04
%
 
11.56
%
Net Interest Margin
   
3.90
%
 
3.88
%
 
3.84
%
 
3.96
%
Efficiency Ratio (1)
   
66.99
%
 
71.96
%
 
67.79
%
 
69.60
%
Net Overhead Expense to Average Earning Assets (2)
   
2.18
%
 
2.36
%
 
2.10
%
 
2.24
%
                           
ASSET QUALITY RATIOS
                         
Annualized Net Charge-offs to Average Loans
   
0.17
%
 
1.21
%
 
0.32
%
 
0.50
%
Allowance for Loan Losses to Period End Loans
               
0.93
%
 
0.90
%
Non-performing Assets to Period End Assets
               
0.52
%
 
0.96
%
Non-performing Loans to Period End Loans
               
0.50
%
 
1.21
%
                           
                           
SELECTED BALANCE SHEET & OTHER FINANCIAL DATA
                         
Average Assets
 
$
1,125,195
 
$
1,066,214
 
$
1,114,140
 
$
1,029,838
 
Average Earning Assets
 
$
1,036,025
 
$
977,310
 
$
1,023,496
 
$
941,549
 
Average Total Loans
 
$
865,329
 
$
751,432
 
$
840,849
 
$
715,260
 
Average Demand Deposits
 
$
135,984
 
$
132,237
 
$
133,824
 
$
129,759
 
Average Interest Bearing Liabilities
 
$
879,195
 
$
830,346
 
$
872,996
 
$
798,240
 
Average Equity
 
$
95,854
 
$
89,616
 
$
93,677
 
$
88,451
 
                           
Period End Non-performing Assets (3)
             
$
5,881
 
$
10,497
 
Period End Non-performing Loans (4)
             
$
4,364
 
$
9,652
 
                           
Tax Equivalent Net Interest Income
 
$
10,144
 
$
9,524
 
$
39,205
 
$
37,252
 
Net Charge-offs during Period
 
$
358
 
$
2,273
 
$
2,676
 
$
3,545
 
 
(1)
Efficiency Ratio is defined as Non-interest Expense divided by the sum of Net Interest Income, on a tax equivalent basis, and Non-interest Income.
(2)
Net Overhead Expense is defined as Total Non-interest Expense less Total Non-interest Income.
(3)
Non-performing assets are defined as Non-accrual Loans, Loans Past Due 90 days or more, Restructured Loans, and Other Real Estate Owned.
(4)
Non-performing loans are defined as Non-accrual Loans, Loans Past Due 90 days or more, and Restructured Loans.
 

 


 
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