Indiana | | 35-1547518 |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
Large accelerated filer ¨ | Accelerated filer x | Non-accelerated filer ¨ | Smaller reporting company ¨ |
Class | | Outstanding at November 1, 2013 |
Common Shares, no par value | | 13,169,396 |
2 | ||
PART I. FINANCIAL INFORMATION | 4 | |
| | |
Item 1. | Financial Statements | 4 |
| | |
| Consolidated Balance Sheets September 30, 2013 and December 31, 2012 | 4 |
| | |
| Consolidated Statements of Income Three Months Ended September 30, 2013 and 2012 | 5 |
| | |
| Consolidated Statements of Income Nine Months Ended September 30, 2013 and 2012 | 6 |
| | |
| Consolidated Statements of Comprehensive Income Three and Nine Months Ended September 30, 2013 and 2012 | 7 |
| | |
| Consolidated Statements of Cash Flows Nine Months Ended September 30, 2013 and 2012 | 8 |
| | |
| Notes to Consolidated Financial Statements September 30, 2013 | 9-36 |
| | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 37-49 |
| | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 49-50 |
| | |
Item 4. | Controls and Procedures | 50 |
| | |
PART II. OTHER INFORMATION | 51 | |
| | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 51 |
| | |
Item 6. | Exhibits | 52 |
| | |
SIGNATURES | 52 | |
| | |
INDEX OF EXHIBITS | 53 |
3 | ||
| | September 30, | | December 31, | | ||
| | 2013 | | 2012 | | ||
ASSETS | | | | | | | |
Cash and Due from Banks | | $ | 46,657 | | $ | 41,624 | |
Federal Funds Sold and Other Short-term Investments | | | 18,014 | | | 7,463 | |
Cash and Cash Equivalents | | | 64,671 | | | 49,087 | |
| | | | | | | |
Interest-bearing Time Deposits with Banks | | | | | | 2,707 | |
Securities Available-for-Sale, at Fair Value | | | 608,653 | | | 587,602 | |
Securities Held-to-Maturity, at Cost (Fair value of $271 and $351 on September 30, 2013 and December 31, 2012, respectively) | | | 268 | | | 346 | |
| | | | | | | |
Loans Held-for-Sale, at Fair Value | | | 9,054 | | | 16,641 | |
| | | | | | | |
Loans | | | 1,284,290 | | | 1,207,901 | |
Less: Unearned Income | | | (2,848) | | | (3,035) | |
Allowance for Loan Losses | | | (14,464) | | | (15,520) | |
Loans, Net | | | 1,266,978 | | | 1,189,346 | |
| | | | | | | |
Stock in FHLB of Indianapolis and Other Restricted Stock, at Cost | | | 8,340 | | | 8,340 | |
Premises, Furniture and Equipment, Net | | | 36,679 | | | 36,554 | |
Other Real Estate | | | 584 | | | 1,645 | |
Goodwill | | | 18,865 | | | 18,865 | |
Intangible Assets | | | 1,647 | | | 2,692 | |
Company Owned Life Insurance | | | 30,932 | | | 30,223 | |
Accrued Interest Receivable and Other Assets | | | 13,451 | | | 62,252 | |
TOTAL ASSETS | | $ | 2,060,122 | | $ | 2,006,300 | |
| | | | | | | |
LIABILITIES | | | | | | | |
Non-interest-bearing Demand Deposits | | $ | 364,110 | | $ | 349,174 | |
Interest-bearing Demand, Savings, and Money Market Accounts | | | 974,748 | | | 962,574 | |
Time Deposits | | | 332,181 | | | 329,183 | |
Total Deposits | | | 1,671,039 | | | 1,640,931 | |
| | | | | | | |
FHLB Advances and Other Borrowings | | | 191,554 | | | 161,006 | |
Accrued Interest Payable and Other Liabilities | | | 12,386 | | | 19,337 | |
TOTAL LIABILITIES | | | 1,874,979 | | | 1,821,274 | |
| | | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | | |
Preferred Stock, no par value; 500,000 shares authorized, no shares issued | | | | | | | |
Common Stock, no par value, $1 stated value; 30,000,000 shares authorized | | | 12,667 | | | 12,637 | |
Additional Paid-in Capital | | | 95,838 | | | 95,617 | |
Retained Earnings | | | 79,550 | | | 66,421 | |
Accumulated Other Comprehensive Income (Loss) | | | (2,912) | | | 10,351 | |
TOTAL SHAREHOLDERS’ EQUITY | | | 185,143 | | | 185,026 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 2,060,122 | | $ | 2,006,300 | |
End of period shares issued and outstanding | | | 12,666,836 | | | 12,636,656 | |
4 | ||
| | Three Months Ended | | ||||
| | September 30, | | ||||
| | 2013 | | 2012 | | ||
INTEREST INCOME | | | | | | | |
Interest and Fees on Loans | | $ | 15,307 | | $ | 15,082 | |
Interest on Federal Funds Sold and Other Short-term Investments | | | 2 | | | 11 | |
Interest and Dividends on Securities: | | | | | | | |
Taxable | | | 2,768 | | | 3,235 | |
Non-taxable | | | 735 | | | 625 | |
TOTAL INTEREST INCOME | | | 18,812 | | | 18,953 | |
| | | | | | | |
INTEREST EXPENSE | | | | | | | |
Interest on Deposits | | | 1,145 | | | 1,622 | |
Interest on FHLB Advances and Other Borrowings | | | 475 | | | 938 | |
TOTAL INTEREST EXPENSE | | | 1,620 | | | 2,560 | |
| | | | | | | |
NET INTEREST INCOME | | | 17,192 | | | 16,393 | |
Provision for Loan Losses | | | (400) | | | 640 | |
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES | | | 17,592 | | | 15,753 | |
| | | | | | | |
NON-INTEREST INCOME | | | | | | | |
Trust and Investment Product Fees | | | 802 | | | 659 | |
Service Charges on Deposit Accounts | | | 1,029 | | | 1,049 | |
Insurance Revenues | | | 1,495 | | | 1,469 | |
Company Owned Life Insurance | | | 233 | | | 213 | |
Interchange Fee Income | | | 449 | | | 418 | |
Other Operating Income | | | 395 | | | 811 | |
Net Gains on Sales of Loans | | | 613 | | | 941 | |
Net Gains on Securities | | | 428 | | | 598 | |
TOTAL NON-INTEREST INCOME | | | 5,444 | | | 6,158 | |
| | | | | | | |
NON-INTEREST EXPENSE | | | | | | | |
Salaries and Employee Benefits | | | 7,515 | | | 7,261 | |
Occupancy Expense | | | 1,155 | | | 1,066 | |
Furniture and Equipment Expense | | | 736 | | | 650 | |
FDIC Premiums | | | 261 | | | 271 | |
Data Processing Fees | | | 383 | | | 311 | |
Professional Fees | | | 970 | | | 585 | |
Advertising and Promotion | | | 447 | | | 439 | |
Intangible Amortization | | | 329 | | | 405 | |
Other Operating Expenses | | | 1,788 | | | 1,740 | |
TOTAL NON-INTEREST EXPENSE | | | 13,584 | | | 12,728 | |
| | | | | | | |
Income before Income Taxes | | | 9,452 | | | 9,183 | |
Income Tax Expense | | | 2,969 | | | 2,891 | |
NET INCOME | | $ | 6,483 | | $ | 6,292 | |
| | | | | | | |
Basic Earnings Per Share | | $ | 0.51 | | $ | 0.50 | |
Diluted Earnings Per Share | | $ | 0.51 | | $ | 0.50 | |
| | | | | | | |
Dividends Per Share | | $ | 0.15 | | $ | 0.14 | |
5 | ||
| | Nine Months Ended | | ||||
| | September 30, | | ||||
| | 2013 | | 2012 | | ||
INTEREST INCOME | | | | | | | |
Interest and Fees on Loans | | $ | 45,227 | | $ | 46,380 | |
Interest on Federal Funds Sold and Other Short-term Investments | | | 25 | | | 84 | |
Interest and Dividends on Securities: | | | | | | | |
Taxable | | | 8,380 | | | 9,982 | |
Non-taxable | | | 2,008 | | | 1,797 | |
TOTAL INTEREST INCOME | | | 55,640 | | | 58,243 | |
| | | | | | | |
INTEREST EXPENSE | | | | | | | |
Interest on Deposits | | | 3,533 | | | 5,523 | |
Interest on FHLB Advances and Other Borrowings | | | 1,978 | | | 3,066 | |
TOTAL INTEREST EXPENSE | | | 5,511 | | | 8,589 | |
| | | | | | | |
NET INTEREST INCOME | | | 50,129 | | | 49,654 | |
Provision for Loan Losses | | | (250) | | | 1,721 | |
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES | | | 50,379 | | | 47,933 | |
| | | | | | | |
NON-INTEREST INCOME | | | | | | | |
Trust and Investment Product Fees | | | 2,433 | | | 2,019 | |
Service Charges on Deposit Accounts | | | 3,034 | | | 3,001 | |
Insurance Revenues | | | 4,658 | | | 4,218 | |
Company Owned Life Insurance | | | 716 | | | 723 | |
Interchange Fee Income | | | 1,392 | | | 1,309 | |
Other Operating Income | | | 1,547 | | | 1,500 | |
Net Gains on Sales of Loans | | | 2,176 | | | 2,330 | |
Net Gains on Securities | | | 1,508 | | | 692 | |
TOTAL NON-INTEREST INCOME | | | 17,464 | | | 15,792 | |
| | | | | | | |
NON-INTEREST EXPENSE | | | | | | | |
Salaries and Employee Benefits | | | 22,926 | | | 21,409 | |
Occupancy Expense | | | 3,359 | | | 3,219 | |
Furniture and Equipment Expense | | | 2,229 | | | 2,054 | |
FDIC Premiums | | | 776 | | | 851 | |
Data Processing Fees | | | 1,085 | | | 746 | |
Professional Fees | | | 2,156 | | | 1,777 | |
Advertising and Promotion | | | 1,453 | | | 1,208 | |
Intangible Amortization | | | 1,044 | | | 1,269 | |
Other Operating Expenses | | | 5,279 | | | 5,211 | |
TOTAL NON-INTEREST EXPENSE | | | 40,307 | | | 37,744 | |
| | | | | | | |
Income before Income Taxes | | | 27,536 | | | 25,981 | |
Income Tax Expense | | | 8,712 | | | 8,120 | |
NET INCOME | | $ | 18,824 | | $ | 17,861 | |
| | | | | | | |
Basic Earnings Per Share | | $ | 1.49 | | $ | 1.42 | |
Diluted Earnings Per Share | | $ | 1.48 | | $ | 1.41 | |
| | | | | | | |
Dividends Per Share | | $ | 0.45 | | $ | 0.42 | |
6 | ||
| | Three Months Ended | | ||||
| | September 30, | | ||||
| | 2013 | | 2012 | | ||
| | | | | | | |
NET INCOME | | $ | 6,483 | | $ | 6,292 | |
| | | | | | | |
Other Comprehensive Income (Loss): | | | | | | | |
Unrealized Gains (Losses) on Securities | | | | | | | |
Unrealized Holding Gain (Loss) Arising During the Period | | | (1,860) | | | 2,190 | |
Reclassification Adjustment for Losses (Gains) Included in Net Income | | | (428) | | | (598) | |
Tax Effect | | | 915 | | | (406) | |
Net of Tax | | | (1,373) | | | 1,186 | |
| | | | | | | |
Total Other Comprehensive Income (Loss) | | | (1,373) | | | 1,186 | |
| | | | | | | |
COMPREHENSIVE INCOME | | $ | 5,110 | | $ | 7,478 | |
| | Nine Months Ended | | ||||
| | September 30, | | ||||
| | 2013 | | 2012 | | ||
| | | | | | | |
NET INCOME | | $ | 18,824 | | $ | 17,861 | |
| | | | | | | |
Other Comprehensive Income (Loss): | | | | | | | |
Unrealized Gains (Losses) on Securities | | | | | | | |
Unrealized Holding Gain (Loss) Arising During the Period | | | (19,613) | | | 4,075 | |
Reclassification Adjustment for Losses (Gains) Included in Net Income | | | (1,508) | | | (692) | |
Tax Effect | | | 7,858 | | | (1,018) | |
Net of Tax | | | (13,263) | | | 2,365 | |
| | | | | | | |
Total Other Comprehensive Income (Loss) | | | (13,263) | | | 2,365 | |
| | | | | | | |
COMPREHENSIVE INCOME | | $ | 5,561 | | $ | 20,226 | |
7 | ||
| | Nine Months Ended | | ||||
| | September 30, | | ||||
| | 2013 | | 2012 | | ||
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | |
Net Income | | $ | 18,824 | | $ | 17,861 | |
Adjustments to Reconcile Net Income to Net Cash from Operating Activities: | | | | | | | |
Net Amortization on Securities | | | 2,338 | | | 3,419 | |
Depreciation and Amortization | | | 3,308 | | | 3,584 | |
Loans Originated for Sale | | | (132,471) | | | (125,770) | |
Proceeds from Sales of Loans Held-for-Sale | | | 142,433 | | | 130,375 | |
Provision for Loan Losses | | | (250) | | | 1,721 | |
Gain on Sale of Loans, net | | | (2,176) | | | (2,330) | |
Gain on Securities, net | | | (1,508) | | | (692) | |
Loss (Gain) on Sales of Other Real Estate and Repossessed Assets | | | 258 | | | (232) | |
Gain on Disposition and Impairment of Premises and Equipment | | | (70) | | | (1) | |
Increase in Cash Surrender Value of Company Owned Life Insurance | | | (709) | | | (712) | |
Equity Based Compensation | | | 247 | | | 463 | |
Change in Assets and Liabilities: | | | | | | | |
Interest Receivable and Other Assets | | | 2,799 | | | 3,716 | |
Interest Payable and Other Liabilities | | | 278 | | | (1,048) | |
Net Cash from Operating Activities | | | 33,301 | | | 30,354 | |
| | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | |
Proceeds from Maturity of Other Short-term Investments | | | 2,690 | | | 3,236 | |
Proceeds from Maturities, Calls, Redemptions of Securities Available-for-Sale | | | 114,563 | | | 100,964 | |
Proceeds from Sales of Securities Available-for-Sale | | | 119,952 | | | 92,344 | |
Purchase of Securities Available-for-Sale | | | (231,085) | | | (244,755) | |
Proceeds from Maturities of Securities Held-to-Maturity | | | 78 | | | 344 | |
Purchase of Loans | | | (744) | | | | |
Proceeds from Sales of Loans | | | 3,250 | | | 7,560 | |
Loans Made to Customers, net of Payments Received | | | (80,564) | | | (55,676) | |
Proceeds from Sales of Other Real Estate | | | 1,479 | | | 3,827 | |
Property and Equipment Expenditures | | | (2,296) | | | (3,091) | |
Proceeds from Sales of Property and Equipment | | | 88 | | | 1 | |
Net Cash from Investing Activities | | | (72,589) | | | (95,246) | |
| | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | |
Change in Deposits | | | 30,120 | | | 62,876 | |
Change in Short-term Borrowings | | | 31,258 | | | 30,090 | |
Advances in Long-term Debt | | | 50,000 | | | | |
Repayments of Long-term Debt | | | (50,815) | | | (20,059) | |
Issuance of Common Stock | | | 13 | | | 35 | |
Employee Stock Purchase Plan | | | (9) | | | (66) | |
Dividends Paid | | | (5,695) | | | (5,299) | |
Net Cash from Financing Activities | | | 54,872 | | | 67,577 | |
| | | | | | | |
Net Change in Cash and Cash Equivalents | | | 15,584 | | | 2,685 | |
Cash and Cash Equivalents at Beginning of Year | | | 49,087 | | | 61,103 | |
Cash and Cash Equivalents at End of Period | | $ | 64,671 | | $ | 63,788 | |
| | | | | | | |
Cash Paid During the Period for | | | | | | | |
Interest | | $ | 6,096 | | $ | 9,411 | |
Income Taxes | | | 8,732 | | | 6,484 | |
| | | | | | | |
Supplemental Non Cash Disclosures | | | | | | | |
Loans Transferred to Other Real Estate | | $ | 676 | | $ | 2,862 | |
Accounts Receivable Transferred to Securities | | | (45,803) | | | (43,167) | |
8 | ||
| | Three Months Ended | | ||||
| | September 30, | | ||||
| | 2013 | | 2012 | | ||
Basic Earnings per Share: | | | | | | | |
Net Income | | $ | 6,483 | | $ | 6,292 | |
Weighted Average Shares Outstanding | | | 12,666,780 | | | 12,628,335 | |
Basic Earnings per Share | | $ | 0.51 | | $ | 0.50 | |
| | | | | | | |
Diluted Earnings per Share: | | | | | | | |
Net Income | | $ | 6,483 | | $ | 6,292 | |
| | | | | | | |
Weighted Average Shares Outstanding | | | 12,666,780 | | | 12,628,335 | |
Potentially Dilutive Shares, Net | | | 24,384 | | | 20,589 | |
Diluted Weighted Average Shares Outstanding | | | 12,691,164 | | | 12,648,924 | |
Diluted Earnings per Share | | $ | 0.51 | | $ | 0.50 | |
| | Nine Months Ended | | ||||
| | September 30, | | ||||
| | 2013 | | 2012 | | ||
Basic Earnings per Share: | | | | | | | |
Net Income | | $ | 18,824 | | $ | 17,861 | |
Weighted Average Shares Outstanding | | | 12,658,403 | | | 12,618,863 | |
Basic Earnings per Share | | $ | 1.49 | | $ | 1.42 | |
| | | | | | | |
Diluted Earnings per Share: | | | | | | | |
Net Income | | $ | 18,824 | | $ | 17,861 | |
| | | | | | | |
Weighted Average Shares Outstanding | | | 12,658,403 | | | 12,618,863 | |
Potentially Dilutive Shares, Net | | | 19,950 | | | 15,009 | |
Diluted Weighted Average Shares Outstanding | | | 12,678,353 | | | 12,633,872 | |
Diluted Earnings per Share | | $ | 1.48 | | $ | 1.41 | |
9 | ||
| | | | | Gross | | Gross | | | | | ||
| | Amortized | | Unrealized | | Unrealized | | Fair | | ||||
| | Cost | | Gains | | Losses | | Value | | ||||
Securities Available-for-Sale: | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
September 30, 2013 | | | | | | | | | | | | | |
U.S. Treasury and Agency Securities | | $ | 20,754 | | $ | 2 | | $ | (969) | | $ | 19,787 | |
Obligations of State and Political Subdivisions | | | 95,033 | | | 2,793 | | | (555) | | | 97,271 | |
Mortgage-backed Securities - Residential | | | 496,129 | | | 4,765 | | | (10,325) | | | 490,569 | |
Equity Securities | | | 684 | | | 342 | | | | | | 1,026 | |
Total | | $ | 612,600 | | $ | 7,902 | | $ | (11,849) | | $ | 608,653 | |
| | | | | | | | | | | | | |
December 31, 2012 | | | | | | | | | | | | | |
U.S. Treasury and Agency Securities | | $ | 23,570 | | $ | 40 | | $ | (138) | | $ | 23,472 | |
Obligations of State and Political Subdivisions | | | 71,352 | | | 5,145 | | | (12) | | | 76,485 | |
Mortgage-backed Securities - Residential | | | 475,452 | | | 11,505 | | | (45) | | | 486,912 | |
Equity Securities | | | 684 | | | 49 | | | | | | 733 | |
Total | | $ | 571,058 | | $ | 16,739 | | $ | (195) | | $ | 587,602 | |
| | | | | Gross | | Gross | | | | | ||
| | Carrying | | Unrecognized | | Unrecognized | | Fair | | ||||
| | Amount | | Gains | | Losses | | Value | | ||||
Securities Held-to-Maturity: | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
September 30, 2013 | | | | | | | | | | | | | |
Obligations of State and Political Subdivisions | | $ | 268 | | $ | 3 | | $ | | | $ | 271 | |
| | | | | | | | | | | | | |
December 31, 2012 | | | | | | | | | | | | | |
Obligations of State and Political Subdivisions | | $ | 346 | | $ | 5 | | $ | | | $ | 351 | |
| | Amortized | | Fair | | ||
| | Cost | | Value | | ||
Securities Available-for-Sale: | | | | | | | |
Due in one year or less | | $ | 2,855 | | $ | 2,878 | |
Due after one year through five years | | | 11,966 | | | 12,237 | |
Due after five years through ten years | | | 60,770 | | | 61,075 | |
Due after ten years | | | 40,196 | | | 40,868 | |
Mortgage-backed Securities - Residential | | | 496,129 | | | 490,569 | |
Equity Securities | | | 684 | | | 1,026 | |
Totals | | $ | 612,600 | | $ | 608,653 | |
10 | ||
| | Carrying | | Fair | | ||
| | Amount | | Value | | ||
Securities Held-to-Maturity: | | | | | | | |
Due in one year or less | | $ | | | $ | | |
Due after one year through five years | | | 268 | | | 271 | |
Due after five years through ten years | | | | | | | |
Due after ten years | | | | | | | |
Totals | | $ | 268 | | $ | 271 | |
| | Three Months Ended | | Three Months Ended | | ||
| | September 30, 2013 | | September 30, 2012 | | ||
| | | | | | | |
Proceeds from Sales and Calls | | $ | 19,231 | | $ | 40,949 | |
Gross Gains on Sales and Calls | | | 428 | | | 598 | |
Income Taxes on Gross Gains | | | 150 | | | 209 | |
| | Nine Months Ended | | Nine Months Ended | | ||
| | September 30, 2013 | | September 30, 2012 | | ||
| | | | | | | |
Proceeds from Sales and Calls | | $ | 119,952 | | $ | 92,344 | |
Gross Gains on Sales and Calls | | | 1,508 | | | 692 | |
Income Taxes on Gross Gains | | | 528 | | | 242 | |
| | Less than 12 Months | | 12 Months or More | | Total | | ||||||||||||
| | Fair | | Unrealized | | Fair | | Unrealized | | Fair | | Unrealized | | ||||||
| | Value | | Loss | | Value | | Loss | | Value | | Loss | | ||||||
September 30, 2013 | | | | | | | | | | | | | | | | | | | |
U.S. Treasury and Agency Securities | | $ | 19,031 | | $ | (969) | | $ | | | $ | | | $ | 19,031 | | $ | (969) | |
Obligations of State and Political Subdivisions | | | 18,166 | | | (555) | | | | | | | | | 18,166 | | | (555) | |
Mortgage-backed Securities - Residential | | | 319,113 | | | (10,325) | | | | | | | | | 319,113 | | | (10,325) | |
Equity Securities | | | | | | | | | | | | | | | | | | | |
Total | | $ | 356,310 | | $ | (11,849) | | $ | | | $ | | | $ | 356,310 | | $ | (11,849) | |
| | Less than 12 Months | | 12 Months or More | | Total | | ||||||||||||
| | Fair | | Unrealized | | Fair | | Unrealized | | Fair | | Unrealized | | ||||||
| | Value | | Loss | | Value | | Loss | | Value | | Loss | | ||||||
December 31, 2012 | | | | | | | | | | | | | | | | | | | |
U.S. Treasury and Agency Securities | | $ | 19,862 | | $ | (138) | | $ | | | $ | | | $ | 19,862 | | $ | (138) | |
Obligations of State and Political Subdivisions | | | 1,042 | | | (12) | | | | | | | | | 1,042 | | | (12) | |
Mortgage-backed Securities - Residential | | | 18,323 | | | (45) | | | | | | | | | 18,323 | | | (45) | |
Equity Securities | | | | | | | | | | | | | | | | | | | |
Total | | $ | 39,227 | | $ | (195) | | $ | | | $ | | | $ | 39,227 | | $ | (195) | |
11 | ||
| | September 30, 2013 | | December 31, 2012 | | ||||||||
| | Notional | | | | | Notional | | | | | ||
| | Amount | | Fair Value | | Amount | | Fair Value | | ||||
| | | | | | | | | | | | | |
Included in Other Assets: | | | | | | | | | | | | | |
Interest Rate Swaps | | $ | 17,951 | | $ | 511 | | $ | 6,051 | | $ | 187 | |
| | | | | | | | | | | | | |
Included in Other Liabilities: | | | | | | | | | | | | | |
Interest Rate Swaps | | $ | 17,951 | | $ | 392 | | $ | 6,051 | | $ | 178 | |
| | Three Months Ended | | Nine Months Ended | | ||||||||
| | September 30 | | September 30 | | ||||||||
| | 2013 | | 2012 | | 2013 | | 2012 | | ||||
| | | | | | | | | | | | | |
Interest Rate Swaps: | | | | | | | | | | | | | |
Included in Interest Income / (Expense) | | $ | | | $ | | | $ | | | $ | | |
Included in Other Income / (Expense) | | | (34) | | | 148 | | | 517 | | | 148 | |
| | September 30, | | December 31, | | ||
| | 2013 | | 2012 | | ||
Commercial: | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 338,770 | | $ | 335,373 | |
Commercial Real Estate Loans | | | 530,260 | | | 488,496 | |
Agricultural Loans | | | 185,868 | | | 179,906 | |
Retail: | | | | | | | |
Home Equity Loans | | | 75,018 | | | 74,437 | |
Consumer Loans | | | 46,754 | | | 41,103 | |
Residential Mortgage Loans | | | 107,620 | | | 88,586 | |
Subtotal | | | 1,284,290 | | | 1,207,901 | |
Less: Unearned Income | | | (2,848) | | | (3,035) | |
Allowance for Loan Losses | | | (14,464) | | | (15,520) | |
Loans, Net | | $ | 1,266,978 | | $ | 1,189,346 | |
12 | ||
| | Commercial | | | | | | | | | | | | | | | | | | | | | | | |
| | and | | | | | | | | | | | | | | | | | | | | | | | |
| | Industrial | | Commercial | | | | | Home | | | | | Residential | | | | | | | | ||||
| | Loans and | | Real Estate | | Agricultural | | Equity | | Consumer | | Mortgage | | | | | | | | ||||||
| | Leases | | Loans | | Loans | | Loans | | Loans | | Loans | | Unallocated | | Total | | ||||||||
September 30, 2013 | | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning Balance | | $ | 4,258 | | $ | 8,636 | | $ | 817 | | $ | 313 | | $ | 199 | | $ | 280 | | $ | 760 | | $ | 15,263 | |
Provision for Loan Losses | | | (361) | | | (214) | | | 53 | | | 89 | | | 64 | | | 36 | | | (67) | | | (400) | |
Recoveries | | | 108 | | | 7 | | | | | | | | | 33 | | | 2 | | | | | | 150 | |
Loans Charged-off | | | (34) | | | (212) | | | | | | (193) | | | (93) | | | (17) | | | | | | (549) | |
Ending Balance | | $ | 3,971 | | $ | 8,217 | | $ | 870 | | $ | 209 | | $ | 203 | | $ | 301 | | $ | 693 | | $ | 14,464 | |
| | Commercial | | | | | | | | | | | | | | | | | | | | | | | |
| | and | | | | | | | | | | | | | | | | | | | | | | | |
| | Industrial | | Commercial | | | | | Home | | | | | Residential | | | | | | | | ||||
| | Loans and | | Real Estate | | Agricultural | | Equity | | Consumer | | Mortgage | | | | | | | | ||||||
| | Leases | | Loans | | Loans | | Loans | | Loans | | Loans | | Unallocated | | Total | | ||||||||
September 30, 2012 | | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning Balance | | $ | 4,707 | | $ | 8,732 | | $ | 890 | | $ | 181 | | $ | 227 | | $ | 391 | | $ | 564 | | $ | 15,692 | |
Provision for Loan Losses | | | 193 | | | 376 | | | 21 | | | 21 | | | 12 | | | (12) | | | 29 | | | 640 | |
Recoveries | | | 8 | | | 62 | | | | | | | | | 35 | | | 2 | | | | | | 107 | |
Loans Charged-off | | | (54) | | | (351) | | | | | | (7) | | | (63) | | | (42) | | | | | | (517) | |
Ending Balance | | $ | 4,854 | | $ | 8,819 | | $ | 911 | | $ | 195 | | $ | 211 | | $ | 339 | | $ | 593 | | $ | 15,922 | |
| | Commercial | | | | | | | | | | | | | | | | | | | | | | | |
| | and | | | | | | | | | | | | | | | | | | | | | | | |
| | Industrial | | Commercial | | | | | Home | | | | Residential | | | | | | | | |||||
| | Loans and | | Real Estate | | Agricultural | | Equity | | Consumer | | Mortgage | | | | | | | | ||||||
| | Leases | | Loans | | Loans | | Loans | | Loans | | Loans | | Unallocated | | Total | | ||||||||
September 30, 2013 | | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning Balance | | $ | 4,555 | | $ | 8,931 | | $ | 989 | | $ | 141 | | $ | 214 | | $ | 186 | | $ | 504 | | $ | 15,520 | |
Provision for Loan Losses | | | (618) | | | (261) | | | (119) | | | 326 | | | 100 | | | 133 | | | 189 | | | (250) | |
Recoveries | | | 121 | | | 85 | | | | | | | | | 104 | | | 5 | | | | | | 315 | |
Loans Charged-off | | | (87) | | | (538) | | | | | | (258) | | | (215) | | | (23) | | | | | | (1,121) | |
Ending Balance | | $ | 3,971 | | $ | 8,217 | | $ | 870 | | $ | 209 | | $ | 203 | | $ | 301 | | $ | 693 | | $ | 14,464 | |
| | Commercial | | | | | | | | | | | | | | | | | | | | | | | |
| | and | | | | | | | | | | | | | | | | | | | | | | | |
| | Industrial | | Commercial | | | | | Home | | | | Residential | | | | | | | | |||||
| | Loans and | | Real Estate | | Agricultural | | Equity | | Consumer | | Mortgage | | | | | | | | ||||||
| | Leases | | Loans | | Loans | | Loans | | Loans | | Loans | | Unallocated | | Total | | ||||||||
September 30, 2012 | | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning Balance | | $ | 3,493 | | $ | 9,297 | | $ | 926 | | $ | 258 | | $ | 190 | | $ | 402 | | $ | 746 | | $ | 15,312 | |
Provision for Loan Losses | | | 1,466 | | | 232 | | | (15) | | | (9) | | | 141 | | | 59 | | | (153) | | | 1,721 | |
Recoveries | | | 57 | | | 88 | | | | | | 1 | | | 99 | | | 11 | | | | | | 256 | |
Loans Charged-off | | | (162) | | | (798) | | | | | | (55) | | | (219) | | | (133) | | | | | | (1,367) | |
Ending Balance | | $ | 4,854 | | $ | 8,819 | | $ | 911 | | $ | 195 | | $ | 211 | | $ | 339 | | $ | 593 | | $ | 15,922 | |
13 | ||
| | | | | Commercial | | | | | | | | | | | | | | | | | | | | |
| | | | | and | | | | | | | | | | | | | | | | | | | | |
| | | | | Industrial | | Commercial | | | | | Home | | | | | Residential | | | | | ||||
| | | | | Loans and | | Real Estate | | Agricultural | | Equity | | Consumer | | Mortgage | | | | | ||||||
| | Total | | Leases | | Loans | | Loans | | Loans | | Loans | | Loans | | Unallocated | | ||||||||
September 30, 2013 | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for Loan Losses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending Allowance Balance | | | | | | | | | | | | | | | | | | | | | | | | | |
Attributable to Loans: | | | | | | | | | | | | | | | | | | | | | | | | | |
Individually Evaluated for Impairment | | $ | 3,681 | | $ | 461 | | $ | 3,220 | | $ | | | $ | | | $ | | | $ | | | $ | | |
Collectively Evaluated for Impairment | | | 10,774 | | | 3,510 | | | 4,988 | | | 870 | | | 209 | | | 203 | | | 301 | | | 693 | |
Acquired with Deteriorated Credit Quality | | | 9 | | | | | | 9 | | | | | | | | | | | | | | | | |
Total Ending Allowance Balance | | $ | 14,464 | | $ | 3,971 | | $ | 8,217 | | $ | 870 | | $ | 209 | | $ | 203 | | $ | 301 | | $ | 693 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Loans: | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans Individually Evaluated for Impairment | | $ | 9,577 | | $ | 2,622 | | $ | 6,267 | | $ | 688 | | $ | | | $ | | | $ | | | $ | | |
Loans Collectively Evaluated for Impairment | | | 1,271,221 | | | 334,789 | | | 518,842 | | | 187,787 | | | 75,278 | | | 46,741 | | | 107,784 | | | | |
Loans Acquired with Deteriorated Credit Quality | | | 8,909 | | | 2,186 | | | 6,438 | | | | | | | | | 138 | | | 147 | | | | |
Total Ending Loans Balance (1) | | $ | 1,289,707 | | $ | 339,597 | | $ | 531,547 | | $ | 188,475 | | $ | 75,278 | | $ | 46,879 | | $ | 107,931 | | $ | | |
14 | ||
| | | | | Commercial | | | | | | | | | | | | | | | | | | | | |
| | | | | and | | | | | | | | | | | | | | | | | | | | |
| | | | | Industrial | | Commercial | | | | | Home | | | | | Residential | | | | | ||||
| | | | | Loans and | | Real Estate | | Agricultural | | Equity | | Consumer | | Mortgage | | | | | ||||||
| | Total | | Leases | | Loans | | Loans | | Loans | | Loans | | Loans | | Unallocated | | ||||||||
December 31, 2012 | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for Loan Losses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending Allowance Balance | | | | | | | | | | | | | | | | | | | | | | | | | |
Attributable to Loans: | | | | | | | | | | | | | | | | | | | | | | | | | |
Individually Evaluated for Impairment | | $ | 5,323 | | $ | 1,279 | | $ | 3,894 | | $ | 150 | | $ | | | $ | | | $ | | | $ | | |
Collectively Evaluated for Impairment | | | 10,109 | | | 3,208 | | | 5,017 | | | 839 | | | 141 | | | 214 | | | 186 | | | 504 | |
Acquired with Deteriorated Credit Quality | | | 88 | | | 68 | | | 20 | | | | | | | | | | | | | | | | |
Total Ending Allowance Balance | | $ | 15,520 | | $ | 4,555 | | $ | 8,931 | | $ | 989 | | $ | 141 | | $ | 214 | | $ | 186 | | $ | 504 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Loans: | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans Individually Evaluated for Impairment | | $ | 12,520 | | $ | 2,547 | | $ | 7,550 | | $ | 2,423 | | $ | | | $ | | | $ | | | $ | | |
Loans Collectively Evaluated for Impairment | | | 1,189,729 | | | 331,920 | | | 473,209 | | | 180,152 | | | 74,699 | | | 41,083 | | | 88,666 | | | | |
Loans Acquired with Deteriorated Credit Quality | | | 11,174 | | | 1,840 | | | 9,037 | | | | | | | | | 148 | | | 149 | | | | |
Total Ending Loans Balance (1) | | $ | 1,213,423 | | $ | 336,307 | | $ | 489,796 | | $ | 182,575 | | $ | 74,699 | | $ | 41,231 | | $ | 88,815 | | $ | | |
| | Unpaid | | | | | Allowance for | | ||
| | Principal | | Recorded | | Loan Losses | | |||
| | Balance(1) | | Investment | | Allocated | | |||
September 30, 2013 | | | | | | | | | | |
With No Related Allowance Recorded: | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 2,143 | | $ | 2,161 | | $ | | |
Commercial Real Estate Loans | | | 3,694 | | | 1,907 | | | | |
Agricultural Loans | | | 675 | | | 688 | | | | |
Subtotal | | | 6,512 | | | 4,756 | | | | |
With An Allowance Recorded: | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | | 511 | | | 461 | | | 461 | |
Commercial Real Estate Loans | | | 4,608 | | | 4,488 | | | 3,229 | |
Agricultural Loans | | | | | | | | | | |
Subtotal | | | 5,119 | | | 4,949 | | | 3,690 | |
Total | | $ | 11,631 | | $ | 9,705 | | $ | 3,690 | |
| | | | | | | | | | |
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above) | | $ | 125 | | $ | 119 | | $ | | |
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above) | | $ | 34 | | $ | 9 | | $ | 9 | |
15 | ||
| | Unpaid | | | | | Allowance for | | ||
| | Principal | | Recorded | | Loan Losses | | |||
| | Balance(1) | | Investment | | Allocated | | |||
December 31, 2012 | | | | | | | | | | |
With No Related Allowance Recorded: | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 108 | | $ | 87 | | $ | | |
Commercial Real Estate Loans | | | 4,312 | | | 2,154 | | | | |
Agricultural Loans | | | 2,126 | | | 2,137 | | | | |
Subtotal | | | 6,546 | | | 4,378 | | | | |
With An Allowance Recorded: | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | | 2,642 | | | 2,581 | | | 1,347 | |
Commercial Real Estate Loans | | | 5,579 | | | 5,418 | | | 3,914 | |
Agricultural Loans | | | 285 | | | 286 | | | 150 | |
Subtotal | | | 8,506 | | | 8,285 | | | 5,411 | |
Total | | $ | 15,052 | | $ | 12,663 | | $ | 5,411 | |
| | | | | | | | | | |
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above) | | $ | 45 | | $ | 25 | | $ | | |
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above) | | $ | 155 | | $ | 118 | | $ | 88 | |
| | Average | | Interest | | Cash | | |||
| | Recorded | | Income | | Basis | | |||
| | Investment | | Recognized | | Recognized | | |||
September 30, 2013 | | | | | | | | | | |
With No Related Allowance Recorded: | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 2,223 | | $ | 33 | | $ | 32 | |
Commercial Real Estate Loans | | | 1,956 | | | 1 | | | 2 | |
Agricultural Loans | | | 751 | | | 21 | | | 16 | |
Subtotal | | | 4,930 | | | 55 | | | 50 | |
With An Allowance Recorded: | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | | 464 | | | 1 | | | 1 | |
Commercial Real Estate Loans | | | 5,415 | | | 5 | | | 4 | |
Agricultural Loans | | | | | | | | | | |
Subtotal | | | 5,879 | | | 6 | | | 5 | |
Total | | $ | 10,809 | | $ | 61 | | $ | 55 | |
| | | | | | | | | | |
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above) | | $ | 119 | | $ | | | $ | | |
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above) | | $ | 214 | | $ | 1 | | $ | 1 | |
16 | ||
| | Average | | Interest | | Cash | | |||
| | Recorded | | Income | | Basis | | |||
| | Investment | | Recognized | | Recognized | | |||
September 30, 2012 | | | | | | | | | | |
With No Related Allowance Recorded: | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 139 | | $ | 1 | | $ | 1 | |
Commercial Real Estate Loans | | | 3,353 | | | 12 | | | 12 | |
Agricultural Loans | | | | | | | | | | |
Subtotal | | | 3,492 | | | 13 | | | 13 | |
With An Allowance Recorded: | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | | 2,749 | | | 4 | | | 3 | |
Commercial Real Estate Loans | | | 7,179 | | | 6 | | | 5 | |
Agricultural Loans | | | | | | | | | | |
Subtotal | | | 9,928 | | | 10 | | | 8 | |
Total | | $ | 13,420 | | $ | 23 | | $ | 21 | |
| | | | | | | | | | |
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above) | | $ | 471 | | $ | 1 | | $ | 1 | |
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above) | | $ | 134 | | $ | 3 | | $ | 3 | |
| | Average | | Interest | | Cash | | |||
| | Recorded | | Income | | Basis | | |||
| | Investment | | Recognized | | Recognized | | |||
September 30, 2013 | | | | | | | | | | |
With No Related Allowance Recorded: | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 818 | | $ | 33 | | $ | 33 | |
Commercial Real Estate Loans | | | 2,196 | | | 1 | | | 2 | |
Agricultural Loans | | | 1,738 | | | 196 | | | 200 | |
Subtotal | | | 4,752 | | | 230 | | | 235 | |
With An Allowance Recorded: | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | | 1,797 | | | 3 | | | 3 | |
Commercial Real Estate Loans | | | 5,745 | | | 17 | | | 13 | |
Agricultural Loans | | | | | | | | | | |
Subtotal | | | 7,542 | | | 20 | | | 16 | |
Total | | $ | 12,294 | | $ | 250 | | $ | 251 | |
| | | | | | | | | | |
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above) | | $ | 39 | | $ | | | $ | | |
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above) | | $ | 182 | | $ | 2 | | $ | 2 | |
17 | ||
| | Average | | Interest | | Cash | | |||
| | Recorded | | Income | | Basis | | |||
| | Investment | | Recognized | | Recognized | | |||
September 30, 2012 | | | | | | | | | | |
With No Related Allowance Recorded: | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 298 | | $ | 3 | | $ | 3 | |
Commercial Real Estate Loans | | | 5,023 | | | 17 | | | 17 | |
Agricultural Loans | | | 49 | | | 2 | | | 2 | |
Subtotal | | | 5,370 | | | 22 | | | 22 | |
With An Allowance Recorded: | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | | 2,795 | | | 7 | | | 6 | |
Commercial Real Estate Loans | | | 7,003 | | | 17 | | | 14 | |
Agricultural Loans | | | | | | | | | | |
Subtotal | | | 9,798 | | | 24 | | | 20 | |
Total | | $ | 15,168 | | $ | 46 | | $ | 42 | |
| | | | | | | | | | |
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above) | | $ | 169 | | $ | 1 | | $ | 1 | |
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above) | | $ | 93 | | $ | 3 | | $ | 3 | |
| | | | | | | | Loans Past Due | | ||||
| | | | | | | | 90 Days or More | | ||||
| | Non-Accrual | | & Still Accruing | | ||||||||
| | 2013 | | 2012 | | 2013 | | 2012 | | ||||
| | | | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 434 | | $ | 2,480 | | $ | | | $ | | |
Commercial Real Estate Loans | | | 6,017 | | | 7,275 | | | | | | | |
Agricultural Loans | | | | | | | | | 94 | | | | |
Home Equity Loans | | | 149 | | | 178 | | | | | | | |
Consumer Loans | | | 189 | | | 167 | | | | | | | |
Residential Mortgage Loans | | | 68 | | | 257 | | | | | | | |
Total | | $ | 6,857 | | $ | 10,357 | | $ | 94 | | $ | | |
Loans Acquired With Deteriorated Credit Quality | | | | | | | | | | | | | |
(Included in the Total Above) | | $ | 256 | | $ | 148 | | $ | | | $ | | |
18 | ||
| | | | | | | | | | | 90 Days | | | | | | | | |
| | | | | 30-59 Days | | 60-89 Days | | or More | | Total | | Loans Not | | |||||
| | Total | | Past Due | | Past Due | | Past Due | | Past Due | | Past Due | | ||||||
September 30, 2013 | | | | | | | | | | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 339,597 | | $ | 251 | | $ | 19 | | $ | 413 | | $ | 683 | | $ | 338,914 | |
Commercial Real Estate Loans | | | 531,547 | | | 561 | | | 216 | | | 1,805 | | | 2,582 | | | 528,965 | |
Agricultural Loans | | | 188,475 | | | 1,021 | | | | | | 94 | | | 1,115 | | | 187,360 | |
Home Equity Loans | | | 75,278 | | | 194 | | | 145 | | | 149 | | | 488 | | | 74,790 | |
Consumer Loans | | | 46,879 | | | 127 | | | 26 | | | 50 | | | 203 | | | 46,676 | |
Residential Mortgage Loans | | | 107,931 | | | 1,599 | | | 163 | | | 68 | | | 1,830 | | | 106,101 | |
Total (1) | | $ | 1,289,707 | | $ | 3,753 | | $ | 569 | | $ | 2,579 | | $ | 6,901 | | $ | 1,282,806 | |
Loans Acquired With Deteriorated Credit Quality (Included in the Total Above) | | $ | 8,909 | | $ | 245 | | $ | | | $ | | | $ | 245 | | $ | 8,664 | |
| | | | | | | | | | 90 Days | | | | | | | | ||
| | | | 30-59 Days | | 60-89 Days | | or More | | Total | | Loans Not | | ||||||
| | Total | | Past Due | | Past Due | | Past Due | | Past Due | | Past Due | | ||||||
December 31, 2012 | | | | | | | | | | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 336,307 | | $ | 436 | | $ | 133 | | $ | 448 | | $ | 1,017 | | $ | 335,290 | |
Commercial Real Estate Loans | | | 489,796 | | | 1,352 | | | | | | 2,063 | | | 3,415 | | | 486,381 | |
Agricultural Loans | | | 182,575 | | | 42 | | | 14 | | | | | | 56 | | | 182,519 | |
Home Equity Loans | | | 74,699 | | | 177 | | | 48 | | | 178 | | | 403 | | | 74,296 | |
Consumer Loans | | | 41,231 | | | 431 | | | 23 | | | 18 | | | 472 | | | 40,759 | |
Residential Mortgage Loans | | | 88,815 | | | 2,070 | | | 495 | | | 257 | | | 2,822 | | | 85,993 | |
Total (1) | | $ | 1,213,423 | | $ | 4,508 | | $ | 713 | | $ | 2,964 | | $ | 8,185 | | $ | 1,205,238 | |
Loans Acquired With Deteriorated Credit Quality (Included in the Total Above) | | $ | 11,174 | | $ | | | $ | 120 | | $ | | | $ | 120 | | $ | 11,054 | |
19 | ||
| | Total | | Performing | | Non-Accrual(1) | | |||
September 30, 2013 | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 2,609 | | $ | 2,188 | | $ | 421 | |
Commercial Real Estate Loans | | | 4,417 | | | 381 | | | 4,036 | |
Total | | $ | 7,026 | | $ | 2,569 | | $ | 4,457 | |
| | Total | | Performing | | Non-Accrual(1) | | |||
December 31, 2012 | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 2,461 | | $ | 66 | | $ | 2,395 | |
Commercial Real Estate Loans | | | 6,031 | | | 304 | | | 5,727 | |
Total | | $ | 8,492 | | $ | 370 | | $ | 8,122 | |
| | | | | Pre-Modification | | Post-Modification | | ||
| | Number of | | Outstanding Recorded | | Outstanding Recorded | | |||
| | Loans | | Investment | | Investment | | |||
September 30, 2013 | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | | 1 | | $ | 224 | | $ | 230 | |
Commercial Real Estate Loans | | | | | | | | | | |
Total | | | 1 | | $ | 224 | | $ | 230 | |
| | | | | Pre-Modification | | Post-Modification | | ||
| | Number of | | Outstanding Recorded | | Outstanding Recorded | | |||
| | Loans | | Investment | | Investment | | |||
September 30, 2012 | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | | 2 | | $ | 9 | | $ | 9 | |
Commercial Real Estate Loans | | | | | | | | | | |
Total | | | 2 | | $ | 9 | | $ | 9 | |
20 | ||
| | | | | Pre-Modification | | Post-Modification | | ||
| | Number of | | Outstanding Recorded | | Outstanding Recorded | | |||
| | Loans | | Investment | | Investment | | |||
September 30, 2013 | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | | 1 | | $ | 224 | | $ | 230 | |
Commercial Real Estate Loans | | | 1 | | | 81 | | | 118 | |
Total | | | 2 | | $ | 305 | | $ | 348 | |
| | | | | Pre-Modification | | Post-Modification | | ||
| | Number of | | Outstanding Recorded | | Outstanding Recorded | | |||
| | Loans | | Investment | | Investment | | |||
September 30, 2012 | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | | 2 | | $ | 9 | | $ | 9 | |
Commercial Real Estate Loans | | | | | | | | | | |
Total | | | 2 | | $ | 9 | | $ | 9 | |
Troubled Debt Restructurings That Subsequently Defaulted: | | Number of Loans | | | Recorded Investment | | ||
September 30, 2013 | | | | | | | | |
Commercial and Industrial Loans and Leases | | | | | | $ | | |
Commercial Real Estate Loans | | | | | | | | |
Total | | | | | | $ | | |
Troubled Debt Restructurings That Subsequently Defaulted: | | Number of Loans | | Recorded Investment | | ||
September 30, 2012 | | | | | | | |
Commercial and Industrial Loans and Leases | | | | | $ | | |
Commercial Real Estate Loans | | | 1 | | | 834 | |
Total | | | 1 | | $ | 834 | |
21 | ||
Troubled Debt Restructurings That Subsequently Defaulted: | | Number of Loans | | Recorded Investment | | |
September 30, 2013 | | | | | | |
Commercial and Industrial Loans and Leases | | | | $ | | |
Commercial Real Estate Loans | | | | | | |
Total | | | | $ | | |
Troubled Debt Restructurings That Subsequently Defaulted: | | Number of Loans | | Recorded Investment | | |
September 30, 2012 | | | | | | |
Commercial and Industrial Loans and Leases | | 1 | | $ | 565 | |
Commercial Real Estate Loans | | 2 | | | 1,126 | |
Total | | 3 | | $ | 1,691 | |
22 | ||
| | | | | Special | | | | | | | | | | | |
| | Pass | | Mention | | Substandard | | Doubtful | | Total | | |||||
September 30, 2013 | | | | | | | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 314,037 | | $ | 13,936 | | $ | 11,624 | | $ | | | $ | 339,597 | |
Commercial Real Estate Loans | | | 497,670 | | | 17,380 | | | 16,497 | | | | | | 531,547 | |
Agricultural Loans | | | 184,974 | | | 2,606 | | | 895 | | | | | | 188,475 | |
Total | | $ | 996,681 | | $ | 33,922 | | $ | 29,016 | | $ | | | $ | 1,059,619 | |
Loans Acquired With Deteriorated Credit Quality | | | | | | | | | | | | | | | | |
(Included in the Total Above) | | $ | 3,180 | | $ | 816 | | $ | 4,628 | | $ | | | $ | 8,624 | |
| | | | | Special | | | | | | | | | | | |
| | Pass | | Mention | | Substandard | | Doubtful | | Total | | |||||
December 31, 2012 | | | | | | | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 307,997 | | $ | 14,441 | | $ | 13,869 | | $ | | | $ | 336,307 | |
Commercial Real Estate Loans | | | 446,639 | | | 21,338 | | | 21,819 | | | | | | 489,796 | |
Agricultural Loans | | | 176,730 | | | 2,855 | | | 2,990 | | | | | | 182,575 | |
Total | | $ | 931,366 | | $ | 38,634 | | $ | 38,678 | | $ | | | $ | 1,008,678 | |
Loans Acquired With Deteriorated Credit Quality | | | | | | | | | | | | | | | | |
(Included in the Total Above) | | $ | 319 | | $ | 3,220 | | $ | 7,338 | | $ | | | $ | 10,877 | |
| | Home Equity | | Consumer | | Residential | | |||
| | Loans | | Loans | | Mortgage Loans | | |||
September 30, 2013 | | | | | | | | | | |
Performing | | $ | 75,129 | | $ | 46,690 | | $ | 107,863 | |
Nonperforming | | | 149 | | | 189 | | | 68 | |
Total | | $ | 75,278 | | $ | 46,879 | | $ | 107,931 | |
Loans Acquired With Deteriorated Credit Quality | | | | | | | | | | |
(Included in the Total Above) | | $ | | | $ | 138 | | $ | 147 | |
| Home Equity | | Consumer | | Residential | | |||
| Loans | | Loans | | Mortgage Loans | | |||
December 31, 2012 | | | | | | | | | |
Performing | $ | 74,521 | | $ | 41,064 | | $ | 88,558 | |
Nonperforming | | 178 | | | 167 | | | 257 | |
Total | $ | 74,699 | | $ | 41,231 | | $ | 88,815 | |
Loans Acquired With Deteriorated Credit Quality | | | | | | | | | |
(Included in the Total Above) | $ | | | $ | 148 | | $ | 149 | |
23 | ||
| | September 30, 2013 | | |
Commercial and Industrial Loans | | $ | 2,186 | |
Commercial Real Estate Loans | | | 6,438 | |
Home Equity Loans | | | | |
Consumer Loans | | | 138 | |
Residential Mortgage Loans | | | 147 | |
Total | | $ | 8,909 | |
| | | | |
Carrying amount, Net of Allowance | | $ | 8,900 | |
| | December 31, 2012 | | |
Commercial and Industrial Loans | | $ | 1,840 | |
Commercial Real Estate Loans | | | 9,037 | |
Home Equity Loans | | | | |
Consumer Loans | | | 148 | |
Residential Mortgage Loans | | | 149 | |
Total | | $ | 11,174 | |
| | | | |
Carrying amount, Net of Allowance | | $ | 11,086 | |
| | September 30, 2013 | | September 30, 2012 | | ||
Balance at July 1 | | $ | 182 | | $ | 389 | |
New Loans Purchased | | | | | | | |
Accretion of Income | | | (443) | | | (223) | |
Reclassifications from Non-accretable Difference | | | 444 | | | 262 | |
Charge-off of Accretable Yield | | | | | | | |
Balance at September 30 | | $ | 183 | | $ | 428 | |
| | September 30, 2013 | | September 30, 2012 | | ||
Balance at January 1 | | $ | 170 | | $ | 967 | |
New Loans Purchased | | | | | | | |
Accretion of Income | | | (889) | | | (1,007) | |
Reclassifications from Non-accretable Difference | | | 902 | | | 468 | |
Charge-off of Accretable Yield | | | | | | | |
Balance at September 30 | | $ | 183 | | $ | 428 | |
24 | ||
| | | | | Trust and | | | | | | | | | | | |
| | | | | Investment | | | | | | | | | | | |
| | Core | | Advisory | | | | | | | | Consolidated | | |||
| | Banking | | Services | | Insurance | | Other | | Totals | | |||||
Three Months Ended | | | | | | | | | | | | | | | | |
September 30, 2013 | | | | | | | | | | | | | | | | |
Net Interest Income | | $ | 17,334 | | $ | 5 | | $ | 4 | | $ | (151) | | $ | 17,192 | |
Net Gains on Sales of Loans | | | 613 | | | | | | | | | | | | 613 | |
Net Gains on Securities | | | 415 | | | | | | | | | 13 | | | 428 | |
Trust and Investment Product Fees | | | 1 | | | 802 | | | | | | (1) | | | 802 | |
Insurance Revenues | | | 10 | | | 7 | | | 1,478 | | | | | | 1,495 | |
Noncash Items: | | | | | | | | | | | | | | | | |
Provision for Loan Losses | | | (400) | | | | | | | | | | | | (400) | |
Depreciation and Amortization | | | 941 | | | 6 | | | 99 | | | 38 | | | 1,084 | |
Income Tax Expense (Benefit) | | | 3,218 | | | (24) | | | 67 | | | (292) | | | 2,969 | |
Segment Profit (Loss) | | | 6,581 | | | (41) | | | 96 | | | (153) | | | 6,483 | |
Segment Assets at September 30, 2013 | | | 2,068,392 | | | 11,641 | | | 8,149 | | | (28,060) | | | 2,060,122 | |
25 | ||
| | | | | Trust and | | | | | | | | | | | |
| | | | | Investment | | | | | | | | | | | |
| | Core | | Advisory | | | | | | | | Consolidated | | |||
| | Banking | | Services | | Insurance | | Other | | Totals | | |||||
Three Months Ended | | | | | | | | | | | | | | | | |
September 30, 2012 | | | | | | | | | | | | | | | | |
Net Interest Income | | $ | 16,909 | | $ | 6 | | $ | 9 | | $ | (531) | | $ | 16,393 | |
Net Gains on Sales of Loans | | | 941 | | | | | | | | | | | | 941 | |
Net Gains on Securities | | | 598 | | | | | | | | | | | | 598 | |
Trust and Investment Product Fees | | | | | | 659 | | | | | | | | | 659 | |
Insurance Revenues | | | 3 | | | 5 | | | 1,461 | | | | | | 1,469 | |
Noncash Items: | | | | | | | | | | | | | | | | |
Provision for Loan Losses | | | 640 | | | | | | | | | | | | 640 | |
Depreciation and Amortization | | | 941 | | | 6 | | | 101 | | | 37 | | | 1,085 | |
Income Tax Expense (Benefit) | | | 3,186 | | | (45) | | | 70 | | | (320) | | | 2,891 | |
Segment Profit (Loss) | | | 6,578 | | | (71) | | | 100 | | | (315) | | | 6,292 | |
Segment Assets at December 31, 2012 | | | 2,006,992 | | | 11,551 | | | 8,333 | | | (20,576) | | | 2,006,300 | |
| | | | | Trust and | | | | | | | | | | | |
| | | | | Investment | | | | | | | | | | | |
| | Core | | Advisory | | | | | | | | Consolidated | | |||
| | Banking | | Services | | Insurance | | Other | | Totals | | |||||
Nine Months Ended | | | | | | | | | | | | | | | | |
September 30, 2013 | | | | | | | | | | | | | | | | |
Net Interest Income | | $ | 51,102 | | $ | 16 | | $ | 16 | | $ | (1,005) | | $ | 50,129 | |
Net Gains on Sales of Loans | | | 2,176 | | | | | | | | | | | | 2,176 | |
Net Gains on Securities | | | 1,495 | | | | | | | | | 13 | | | 1,508 | |
Trust and Investment Product Fees | | | 5 | | | 2,430 | | | | | | (2) | | | 2,433 | |
Insurance Revenues | | | 25 | | | 26 | | | 4,607 | | | | | | 4,658 | |
Noncash Items: | | | | | | | | | | | | | | | | |
Provision for Loan Losses | | | (250) | | | | | | | | | | | | (250) | |
Depreciation and Amortization | | | 2,864 | | | 21 | | | 310 | | | 113 | | | 3,308 | |
Income Tax Expense (Benefit) | | | 9,588 | | | (50) | | | 254 | | | (1,080) | | | 8,712 | |
Segment Profit (Loss) | | | 19,262 | | | (90) | | | 334 | | | (682) | | | 18,824 | |
Segment Assets at September 30, 2013 | | | 2,068,392 | | | 11,641 | | | 8,149 | | | (28,060) | | | 2,060,122 | |
| | | | | Trust and | | | | | | | | | | | |
| | | | | Investment | | | | | | | | | | | |
| | Core | | Advisory | | | | | | | | Consolidated | | |||
| | Banking | | Services | | Insurance | | Other | | Totals | | |||||
Nine Months Ended | | | | | | | | | | | | | | | | |
September 30, 2012 | | | | | | | | | | | | | | | | |
Net Interest Income | | $ | 51,213 | | $ | 16 | | $ | 26 | | $ | (1,601) | | $ | 49,654 | |
Net Gains on Sales of Loans | | | 2,330 | | | | | | | | | | | | 2,330 | |
Net Gains on Securities | | | 692 | | | | | | | | | | | | 692 | |
Trust and Investment Product Fees | | | 3 | | | 2,018 | | | | | | (2) | | | 2,019 | |
Insurance Revenues | | | 19 | | | 32 | | | 4,167 | | | | | | 4,218 | |
Noncash Items: | | | | | | | | | | | | | | | | |
Provision for Loan Losses | | | 1,721 | | | | | | | | | | | | 1,721 | |
Depreciation and Amortization | | | 3,145 | | | 16 | | | 311 | | | 112 | | | 3,584 | |
Income Tax Expense (Benefit) | | | 9,041 | | | (103) | | | 176 | | | (994) | | | 8,120 | |
Segment Profit (Loss) | | | 18,737 | | | (168) | | | 245 | | | (953) | | | 17,861 | |
Segment Assets at December 31, 2012 | | | 2,006,992 | | | 11,551 | | | 8,333 | | | (20,576) | | | 2,006,300 | |
26 | ||
27 | ||
| | Three Months Ended | | ||||
| | September 30, | | ||||
| | 2013 | | 2012 | | ||
Restricted Stock Expense | | $ | 77 | | $ | 155 | |
Cash Entitlement Expense | | | 54 | | | 147 | |
Tax Effect | | | (53) | | | (122) | |
Net of Tax | | $ | 78 | | $ | 180 | |
| | Nine Months Ended | | ||||
| | September 30, | | ||||
| | 2013 | | 2012 | | ||
Restricted Stock Expense | | $ | 247 | | $ | 463 | |
Cash Entitlement Expense | | | 162 | | | 440 | |
Tax Effect | | | (166) | | | (365) | |
Net of Tax | | $ | 243 | | $ | 538 | |
28 | ||
29 | ||
| | Fair Value Measurements at September 30, 2013 Using | | ||||||||||
| | Quoted Prices in | | | | | | | | | | | |
| | Active Markets for | | Significant Other | | Significant | | | | | |||
| | Identical Assets | | Observable Inputs | | Unobservable Inputs | | | | | |||
| | (Level 1) | | (Level 2) | | (Level 3) | | Total | | ||||
Assets: | | | | | | | | | | | | | |
U.S. Treasury and Agency Securities | | $ | | | $ | 19,787 | | $ | | | $ | 19,787 | |
Corporate Securities | | | | | | | | | | | | | |
Obligations of State and | | | | | | | | | | | | | |
Political Subdivisions | | | | | | 86,269 | | | 11,002 | | | 97,271 | |
Mortgage-backed Securities-Residential | | | | | | 490,569 | | | | | | 490,569 | |
Equity Securities | | | 673 | | | | | | 353 | | | 1,026 | |
Total Securities | | $ | 673 | | $ | 596,625 | | $ | 11,355 | | $ | 608,653 | |
| | | | | | | | | | | | | |
Loans Held-for-Sale | | $ | | | $ | 9,054 | | $ | | | $ | 9,054 | |
| | | | | | | | | | | | | |
Derivatives | | $ | | | $ | 511 | | $ | | | $ | 511 | |
| | | | | | | | | | | | | |
Financial Liabilities Derivatives | | $ | | | $ | 392 | | $ | | | $ | 392 | |
| | Fair Value Measurements at December 31, 2012 Using | | ||||||||||
| | Quoted Prices in | | | | | | | | | | | |
| | Active Markets for | | Significant Other | | Significant | | | | | |||
| | Identical Assets | | Observable Inputs | | Unobservable Inputs | | | | | |||
| | (Level 1) | | (Level 2) | | (Level 3) | | Total | | ||||
Assets: | | | | | | | | | | | | | |
U.S. Treasury and Agency Securities | | $ | | | $ | 23,472 | | $ | | | $ | 23,472 | |
Corporate Securities | | | | | | | | | | | | | |
Obligations of State and | | | | | | | | | | | | | |
Political Subdivisions | | | | | | 64,316 | | | 12,169 | | | 76,485 | |
Mortgage-backed Securities-Residential | | | | | | 486,912 | | | | | | 486,912 | |
Equity Securities | | | 380 | | | | | | 353 | | | 733 | |
Total Securities | | $ | 380 | | $ | 574,700 | | $ | 12,522 | | $ | 587,602 | |
| | | | | | | | | | | | | |
Loans Held-for-Sale | | $ | | | $ | 16,641 | | $ | | | $ | 16,641 | |
| | | | | | | | | | | | | |
Derivatives | | $ | | | $ | 187 | | $ | | | $ | 187 | |
| | | | | | | | | | | | | |
Financial Liabilities Derivatives | | $ | | | $ | 178 | | $ | | | $ | 178 | |
30 | ||
| | Obligations of State | | | | | | | | | | | | | | ||||
| | and Political | | | | | | | | | | | | | | ||||
| | Subdivisions | | Equity Securities | | Corporate Securities | | ||||||||||||
| | 2013 | | 2012 | | 2013 | | 2012 | | 2013 | | 2012 | | ||||||
| | | | | | | | | | | | | | | | | | | |
Balance of Recurring Level 3 Assets at June 30 | | $ | 11,439 | | $ | 11,791 | | $ | 353 | | $ | 353 | | $ | | | $ | | |
Total Gains or Losses (realized/unrealized) | | | | | | | | | | | | | | | | | | | |
Included in Earnings | | | (12) | | | 9 | | | | | | | | | | | | | |
Maturities / Calls | | | (425) | | | | | | | | | | | | | | | | |
Purchases | | | | | | | | | | | | | | | | | | | |
Balance of Recurring Level 3 Assets at September 30 | | $ | 11,002 | | $ | 11,800 | | $ | 353 | | $ | 353 | | $ | | | $ | | |
| | Obligations of State | | | | | | | | | | | | | | ||||
| | and Political | | | | | | | | | | | | | | ||||
| | Subdivisions | | Equity Securities | | Corporate Securities | | ||||||||||||
| | 2013 | | 2012 | | 2013 | | 2012 | | 2013 | | 2012 | | ||||||
| | | | | | | | | | | | | | | | | | | |
Balance of Recurring Level 3 Assets at December 31 | | $ | 12,169 | | $ | 4,772 | | $ | 353 | | $ | 353 | | $ | | | $ | 1,005 | |
Total Gains or Losses (realized/unrealized) | | | | | | | | | | | | | | | | | | | |
Included in Earnings | | | (162) | | | 60 | | | | | | | | | | | | | |
Maturities / Calls | | | (1,005) | | | (697) | | | | | | | | | | | | (1,005) | |
Purchases | | | | | | 7,665 | | | | | | | | | | | | | |
Balance of Recurring Level 3 Assets at September 30 | | $ | 11,002 | | $ | 11,800 | | $ | 353 | | $ | 353 | | $ | | | $ | | |
31 | ||
| | Fair Value Measurements at September 30, 2013 Using | | ||||||||||
| | Quoted Prices in | | | | | | | | | | | |
| | Active Markets for | | Significant Other | | Significant | | | | | |||
| | Identical Assets | | Observable Inputs | | Unobservable Inputs | | | | | |||
| | (Level 1) | | (Level 2) | | (Level 3) | | Total | | ||||
Assets: | | | | | | | | | | | | | |
Impaired Loans with Specific Allocations | | | | | | | | | | | | | |
Commercial and Industrial Loans | | $ | | | $ | | | $ | | | $ | | |
Commercial Real Estate Loans | | | | | | | | | 1,257 | | | 1,257 | |
Agricultural Loans | | | | | | | | | | | | | |
Other Real Estate | | | | | | | | | | | | | |
Commercial Real Estate | | | | | | | | | 290 | | | 290 | |
| | Fair Value Measurements at December 31, 2012 Using | | ||||||||||
| | Quoted Prices in | | | | | | | | | | | |
| | Active Markets for | | Significant Other | | Significant | | | | | |||
| | Identical Assets | | Observable Inputs | | Unobservable Inputs | | | | | |||
| | (Level 1) | | (Level 2) | | (Level 3) | | Total | | ||||
Assets: | | | | | | | | | | | | | |
Impaired Loans with Specific Allocations | | | | | | | | | | | | | |
Commercial and Industrial Loans | | $ | | | $ | | | $ | 1,231 | | $ | 1,231 | |
Commercial Real Estate Loans | | | | | | | | | 1,497 | | | 1,497 | |
Agricultural Loans | | | | | | | | | 135 | | | 135 | |
Other Real Estate | | | | | | | | | | | | | |
Commercial Real Estate | | | | | | | | | 150 | | | 150 | |
32 | ||
| | | | | | | | | Range | |
| | | | | Valuation | | | | (Weighted | |
| | Fair Value | | Technique(s) | | Unobservable Input(s) | | Average) | | |
Impaired Loans - Commercial | | $ | 1,257 | | Sales comparison | | Adjustment for physical | | 12%-80% | |
Real Estate Loans | | | | | approach | | condition of comparable | | (52)% | |
| | | | | Income approach | | properties sold | | | |
| | | | | Cost approach | | Adjustment for net operating | | | |
| | | | | | | income generated by the | | | |
| | | | | | | property | | | |
| | | | | | | Adjustment for investor rates | | | |
| | | | | | | of return | | | |
Other Real Estate - Commercial | | $ | 290 | | Sales comparison | | Adjustment for physical | | 50% | |
Real Estate Loans | | | | | approach | | condition of comparable | | (50)% | |
| | | | | Income approach | | properties sold | | | |
| | | | | Cost approach | | Adjustment for net operating | | | |
| | | | | | | income generated by the | | | |
| | | | | | | property | | | |
| | | | | | | Adjustment for investor rates | | | |
| | | | | | | of return | | | |
| | | | | Fair Value Measurements at | | ||||||||||
| | | | | September 30, 2013 Using | | ||||||||||
| | Carrying Value | | Level 1 | | Level 2 | | Level 3 | | Total | | |||||
Financial Assets: | | | | | | | | | | | | | | | | |
Cash and Short-term Investments | | $ | 64,671 | | $ | 46,657 | | $ | 18,014 | | $ | | | $ | 64,671 | |
Securities Held-to-Maturity | | | 268 | | | | | | 271 | | | | | | 271 | |
FHLB Stock and Other Restricted Stock | | | 8,340 | | | N/A | | | N/A | | | N/A | | | N/A | |
Loans, Net | | | 1,265,721 | | | | | | | | | 1,270,263 | | | 1,270,263 | |
Accrued Interest Receivable | | | 7,402 | | | | | | 1,906 | | | 5,496 | | | 7,402 | |
Financial Liabilities: | | | | | | | | | | | | | | | | |
Demand, Savings, and Money Market Deposits | | | (1,338,858) | | | (1,338,858) | | | | | | | | | (1,338,858) | |
Time Deposits | | | (332,181) | | | | | | (335,093) | | | | | | (335,093) | |
Short-term Borrowings | | | (102,792) | | | | | | (102,792) | | | | | | (102,792) | |
Long-term Debt | | | (88,762) | | | | | | (85,026) | | | (5,287) | | | (90,313) | |
Accrued Interest Payable | | | (690) | | | | | | (647) | | | (43) | | | (690) | |
Unrecognized Financial Instruments: | | | | | | | | | | | | | | | | |
Commitments to Extend Credit | | | | | | | | | | | | | | | | |
Standby Letters of Credit | | | | | | | | | | | | | | | | |
Commitments to Sell Loans | | | | | | | | | | | | | | | | |
33 | ||
| | | | | Fair Value Measurements at | | ||||||||||
| | | | | December 31, 2012 Using | | ||||||||||
| | Carrying Value | | Level 1 | | Level 2 | | Level 3 | | Total | | |||||
Financial Assets: | | | | | | | | | | | | | | | | |
Cash and Short-term Investments | | $ | 51,794 | | $ | 41,624 | | $ | 10,170 | | $ | | | $ | 51,794 | |
Securities Held-to-Maturity | | | 346 | | | | | | 351 | | | | | | 351 | |
FHLB Stock and Other Restricted Stock | | | 8,340 | | | N/A | | | N/A | | | N/A | | | N/A | |
Loans, Net | | | 1,186,483 | | | | | | | | | 1,199,566 | | | 1,199,566 | |
Accrued Interest Receivable | | | 7,419 | | | | | | 1,893 | | | 5,526 | | | 7,419 | |
Financial Liabilities: | | | | | | | | | | | | | | | | |
Demand, Savings, and Money Market Deposits | | | (1,311,748) | | | (1,311,748) | | | | | | | | | (1,311,748) | |
Time Deposits | | | (329,183) | | | | | | (333,170) | | | | | | (333,170) | |
Short-term Borrowings | | | (71,534) | | | | | | (71,534) | | | | | | (71,534) | |
Long-term Debt | | | (89,472) | | | | | | (66,892) | | | (28,872) | | | (95,764) | |
Accrued Interest Payable | | | (1,275) | | | | | | (829) | | | (446) | | | (1,275) | |
Unrecognized Financial Instruments: | | | | | | | | | | | | | | | | |
Commitments to Extend Credit | | | | | | | | | | | | | | | | |
Standby Letters of Credit | | | | | | | | | | | | | | | | |
Commitments to Sell Loans | | | | | | | | | | | | | | | | |
34 | ||
| | Unrealized | | | | | | | | | | | |
| | Gains and | | Defined | | | | | | | | ||
| | Losses on | | Benefit | | | | | | | | ||
| | Available-for- | | Pension | | Postretirement | | | | | |||
| | Sale Securities | | Items | | Benefit Items | | Total | | ||||
| | | | | | | | | | | | | |
Beginning Balance | | $ | (1,247) | | $ | (231) | | $ | (61) | | $ | (1,539) | |
Other Comprehensive Income (Loss) Before | | | | | | | | | | | | | |
Reclassification | | | (1,118) | | | | | | | | | (1,118) | |
Amounts Reclassified from Accumulated | | | | | | | | | | | | | |
Other Comprehensive Income (Loss) | | | (255) | | | | | | | | | (255) | |
Net Current Period Other | | | | | | | | | | | | | |
Comprehensive Income (Loss) | | | (1,373) | | | | | | | | | (1,373) | |
Ending Balance | | $ | (2,620) | | $ | (231) | | $ | (61) | | $ | (2,912) | |
| | Unrealized | | | | | | | | | | | |
| | Gains and | | Defined | | | | | | | | ||
| | Losses on | | Benefit | | | | | | | | ||
| | Available-for- | | Pension | | Postretirement | | | | | |||
| | Sale Securities | | Items | | Benefit Items | | Total | | ||||
| | | | | | | | | | | | | |
Beginning Balance | | $ | 10,643 | | $ | (231) | | $ | (61) | | $ | 10,351 | |
Other Comprehensive Income (Loss) Before | | | | | | | | | | | | | |
Reclassification | | | (12,366) | | | | | | | | | (12,366) | |
Amounts Reclassified from Accumulated | | | | | | | | | | | | | |
Other Comprehensive Income (Loss) | | | (897) | | | | | | | | | (897) | |
Net Current Period Other | | | | | | | | | | | | | |
Comprehensive Income (Loss) | | | (13,263) | | | | | | | | | (13,263) | |
Ending Balance | | $ | (2,620) | | $ | (231) | | $ | (61) | | $ | (2,912) | |
35 | ||
| | Amount Reclassified From | | | | |
Details about Accumulated Other | | Accumulated Other | | Affected Line Item in the Statement | | |
Comprehensive Income (Loss) Components | | Comprehensive Income (Loss) | | Where Net Income is Presented | | |
| | | | | | |
Unrealized Gains and Losses on | | | | | | |
Available-for-Sale Securities | | $ | (428) | | Net (Gain) Loss on Securities | |
| | | 173 | | Income Tax Expense | |
| | | (255) | | Net of Tax | |
| | | | | | |
Total Reclassifications for the Period | | $ | (255) | | | |
| | Amount Reclassified From | | | | |
Details about Accumulated Other | | Accumulated Other | | Affected Line Item in the Statement | | |
Comprehensive Income (Loss) Components | | Comprehensive Income (Loss) | | Where Net Income is Presented | | |
| | | | | | |
Unrealized Gains and Losses on | | | | | | |
Available-for-Sale Securities | | $ | (1,508) | | Net (Gain) Loss on Securities | |
| | | 611 | | Income Tax Expense | |
| | | (897) | | Net of Tax | |
| | | | | | |
Total Reclassifications for the Period | | $ | (897) | | | |
36 | ||
37 | ||
38 | ||
39 | ||
| | Average Balance Sheet | ||||||||||||||||
| | (Tax-equivalent basis / dollars in thousands) | ||||||||||||||||
| | Three Months Ended | | Three Months Ended | ||||||||||||||
| | September 30, 2013 | | September 30, 2012 | ||||||||||||||
| | Principal | | Income / | | Yield / | | | Principal | | Income / | | Yield / | | ||||
| | Balance | | Expense | | Rate | | | Balance | | Expense | | Rate | | ||||
Assets | | | | | | | | | | | | | | | | | | |
Federal Funds Sold and Other | | | | | | | | | | | | | | | | | | |
Short-term Investments | | $ | 11,868 | | $ | 2 | | 0.08 | % | | $ | 31,575 | | $ | 11 | | 0.14 | % |
Securities: | | | | | | | | | | | | | | | | | | |
Taxable | | | 530,933 | | | 2,768 | | 2.08 | % | | | 558,942 | | | 3,235 | | 2.32 | % |
Non-taxable | | | 86,542 | | | 1,130 | | 5.23 | % | | | 75,663 | | | 962 | | 5.09 | % |
Total Loans and Leases (2) | | | 1,269,222 | | | 15,368 | | 4.81 | % | | | 1,161,325 | | | 15,148 | | 5.19 | % |
Total Interest Earning Assets | | | 1,898,565 | | | 19,268 | | 4.04 | % | | | 1,827,505 | | | 19,356 | | 4.22 | % |
Other Assets | | | 133,308 | | | | | | | | | 134,646 | | | | | | |
Less: Allowance for Loan Losses | | | (15,497) | | | | | | | | | (16,298) | | | | | | |
Total Assets | | $ | 2,016,376 | | | | | | | | $ | 1,945,853 | | | | | | |
| | | | | | | | | | | | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | | | | | | | | |
Interest-bearing Demand, Savings | | | | | | | | | | | | | | | | | | |
and Money Market Deposits | | $ | 979,049 | | $ | 387 | | 0.16 | % | | $ | 943,035 | | $ | 387 | | 0.16 | % |
Time Deposits | | | 333,000 | | | 758 | | 0.90 | % | | | 358,477 | | | 1,235 | | 1.37 | % |
FHLB Advances and Other Borrowings | | | 161,092 | | | 475 | | 1.17 | % | | | 121,340 | | | 938 | | 3.08 | % |
Total Interest-bearing Liabilities | | | 1,473,141 | | | 1,620 | | 0.44 | % | | | 1,422,852 | | | 2,560 | | 0.72 | % |
Demand Deposit Accounts | | | 349,323 | | | | | | | | | 322,003 | | | | | | |
Other Liabilities | | | 11,952 | | | | | | | | | 20,817 | | | | | | |
Total Liabilities | | | 1,834,416 | | | | | | | | | 1,765,672 | | | | | | |
Shareholders’ Equity | | | 181,960 | | | | | | | | | 180,181 | | | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 2,016,376 | | | | | | | | $ | 1,945,853 | | | | | | |
Cost of Funds | | | | | | | | 0.34 | % | | | | | | | | 0.56 | % |
Net Interest Income | | | | | $ | 17,648 | | | | | | | | $ | 16,796 | | | |
Net Interest Margin | | | | | | | | 3.70 | % | | | | | | | | 3.66 | % |
(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. |
40 | ||
| | Average Balance Sheet | ||||||||||||||||
| | (Tax-equivalent basis / dollars in thousands) | ||||||||||||||||
| | Nine Months Ended | | Nine Months Ended | ||||||||||||||
| | September 30, 2013 | | September 30, 2012 | ||||||||||||||
| | Principal | | Income / | | Yield / | | | Principal | | Income / | | Yield / | | ||||
| | Balance | | Expense | | Rate | | | Balance | | Expense | | Rate | | ||||
Assets | | | | | | | | | | | | | | | | | | |
Federal Funds Sold and Other | | | | | | | | | | | | | | | | | | |
Short-term Investments | | $ | 14,483 | | $ | 25 | | 0.23 | % | | $ | 52,415 | | $ | 84 | | 0.21 | % |
Securities: | | | | | | | | | | | | | | | | | | |
Taxable | | | 548,144 | | | 8,380 | | 2.04 | % | | | 545,464 | | | 9,982 | | 2.44 | % |
Non-taxable | | | 80,480 | | | 3,089 | | 5.12 | % | | | 70,126 | | | 2,765 | | 5.26 | % |
Total Loans and Leases (2) | | | 1,238,243 | | | 45,392 | | 4.90 | % | | | 1,132,352 | | | 46,574 | | 5.49 | % |
Total Interest Earning Assets | | | 1,881,350 | | | 56,886 | | 4.04 | % | | | 1,800,357 | | | 59,405 | | 4.40 | % |
Other Assets | | | 134,983 | | | | | | | | | 137,012 | | | | | | |
Less: Allowance for Loan Losses | | | (15,736) | | | | | | | | | (16,188) | | | | | | |
Total Assets | | $ | 2,000,597 | | | | | | | | $ | 1,921,181 | | | | | | |
| | | | | | | | | | | | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | | | | | | | | |
Interest-bearing Demand, Savings | | | | | | | | | | | | | | | | | | |
and Money Market Deposits | | $ | 982,227 | | $ | 1,167 | | 0.16 | % | | $ | 941,179 | | $ | 1,370 | | 0.19 | % |
Time Deposits | | | 334,024 | | | 2,366 | | 0.95 | % | | | 362,459 | | | 4,153 | | 1.53 | % |
FHLB Advances and Other Borrowings | | | 140,210 | | | 1,978 | | 1.89 | % | | | 118,428 | | | 3,066 | | 3.46 | % |
Total Interest-bearing Liabilities | | | 1,456,461 | | | 5,511 | | 0.51 | % | | | 1,422,066 | | | 8,589 | | 0.81 | % |
Demand Deposit Accounts | | | 342,235 | | | | | | | | | 304,214 | | | | | | |
Other Liabilities | | | 16,247 | | | | | | | | | 19,922 | | | | | | |
Total Liabilities | | | 1,814,943 | | | | | | | | | 1,746,202 | | | | | | |
Shareholders’ Equity | | | 185,654 | | | | | | | | | 174,979 | | | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 2,000,597 | | | | | | | | $ | 1,921,181 | | | | | | |
Cost of Funds | | | | | | | | 0.39 | % | | | | | | | | 0.63 | % |
Net Interest Income | | | | | $ | 51,375 | | | | | | | | $ | 50,816 | | | |
Net Interest Margin | | | | | | | | 3.65 | % | | | | | | | | 3.77 | % |
(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. |
41 | ||
| | | | | | | | Change from | | |||
Non-interest Income | | Three Months | | Prior Period | | |||||||
(dollars in thousands) | | Ended September 30, | | Amount | | Percent | | |||||
| | 2013 | | 2012 | | Change | | Change | | |||
Trust and Investment Product Fees | | $ | 802 | | $ | 659 | | $ | 143 | | 22 | % |
Service Charges on Deposit Accounts | | | 1,029 | | | 1,049 | | | (20) | | (2) | |
Insurance Revenues | | | 1,495 | | | 1,469 | | | 26 | | 2 | |
Company Owned Life Insurance | | | 233 | | | 213 | | | 20 | | 9 | |
Interchange Fee Income | | | 449 | | | 418 | | | 31 | | 7 | |
Other Operating Income | | | 395 | | | 811 | | | (416) | | (51) | |
Subtotal | | | 4,403 | | | 4,619 | | | (216) | | (5) | |
Net Gains on Sales of Loans | | | 613 | | | 941 | | | (328) | | (35) | |
Net Gains on Securities | | | 428 | | | 598 | | | (170) | | (28) | |
Total Non-interest Income | | $ | 5,444 | | $ | 6,158 | | $ | (714) | | (12) | |
42 | ||
| | | | | | | | Change from | | |||
Non-interest Income | | Nine Months | | Prior Period | | |||||||
(dollars in thousands) | | Ended September 30, | | Amount | | Percent | | |||||
| | 2013 | | 2012 | | Change | | Change | | |||
Trust and Investment Product Fees | | $ | 2,433 | | $ | 2,019 | | $ | 414 | | 21 | % |
Service Charges on Deposit Accounts | | | 3,034 | | | 3,001 | | | 33 | | 1 | |
Insurance Revenues | | | 4,658 | | | 4,218 | | | 440 | | 10 | |
Company Owned Life Insurance | | | 716 | | | 723 | | | (7) | | (1) | |
Interchange Fee Income | | | 1,392 | | | 1,309 | | | 83 | | 6 | |
Other Operating Income | | | 1,547 | | | 1,500 | | | 47 | | 3 | |
Subtotal | | | 13,780 | | | 12,770 | | | 1,010 | | 8 | |
Net Gains on Sales of Loans | | | 2,176 | | | 2,330 | | | (154) | | (7) | |
Net Gains on Securities | | | 1,508 | | | 692 | | | 816 | | 118 | |
Total Non-interest Income | | $ | 17,464 | | $ | 15,792 | | $ | 1,672 | | 11 | |
| | | | | | | | Change from | | |||
Non-interest Expense | | Three Months | | Prior Period | | |||||||
(dollars in thousands) | | Ended September 30, | | Amount | | Percent | | |||||
| | 2013 | | 2012 | | Change | | Change | | |||
Salaries and Employee Benefits | | $ | 7,515 | | $ | 7,261 | | $ | 254 | | 3 | % |
Occupancy, Furniture and Equipment | | | | | | | | | | | | |
Expense | | | 1,891 | | | 1,716 | | | 175 | | 10 | |
FDIC Premiums | | | 261 | | | 271 | | | (10) | | (4) | |
Data Processing Fees | | | 383 | | | 311 | | | 72 | | 23 | |
Professional Fees | | | 970 | | | 585 | | | 385 | | 66 | |
Advertising and Promotion | | | 447 | | | 439 | | | 8 | | 2 | |
Intangible Amortization | | | 329 | | | 405 | | | (76) | | (19) | |
Other Operating Expenses | | | 1,788 | | | 1,740 | | | 48 | | 3 | |
Total Non-interest Expense | | $ | 13,584 | | $ | 12,728 | | $ | 856 | | 7 | |
43 | ||
| | | | | | | | Change from | | |||
Non-interest Expense | | Nine Months | | Prior Period | | |||||||
(dollars in thousands) | | Ended September 30, | | Amount | | Percent | | |||||
| | 2013 | | 2012 | | Change | | Change | | |||
Salaries and Employee Benefits | | $ | 22,926 | | $ | 21,409 | | $ | 1,517 | | 7 | % |
Occupancy, Furniture and Equipment | | | | | | | | | | | | |
Expense | | | 5,588 | | | 5,273 | | | 315 | | 6 | |
FDIC Premiums | | | 776 | | | 851 | | | (75) | | (9) | |
Data Processing Fees | | | 1,085 | | | 746 | | | 339 | | 45 | |
Professional Fees | | | 2,156 | | | 1,777 | | | 379 | | 21 | |
Advertising and Promotion | | | 1,453 | | | 1,208 | | | 245 | | 20 | |
Intangible Amortization | | | 1,044 | | | 1,269 | | | (225) | | (18) | |
Other Operating Expenses | | | 5,279 | | | 5,211 | | | 68 | | 1 | |
Total Non-interest Expense | | $ | 40,307 | | $ | 37,744 | | $ | 2,563 | | 7 | |
44 | ||
End of Period Loan Balances: | | | | | | | | Current | | |
(dollars in thousands) | | September 30, | | December 31, | | Period | | |||
| | 2013 | | 2012 | | Change | | |||
| | | | | | | | | | |
Commercial & Industrial Loans | | $ | 338,770 | | $ | 335,373 | | $ | 3,397 | |
Commercial Real Estate Loans | | | 530,260 | | | 488,496 | | | 41,764 | |
Agricultural Loans | | | 185,868 | | | 179,906 | | | 5,962 | |
Home Equity & Consumer Loans | | | 121,772 | | | 115,540 | | | 6,232 | |
Residential Mortgage Loans | | | 107,620 | | | 88,586 | | | 19,034 | |
Total Loans | | $ | 1,284,290 | | $ | 1,207,901 | | $ | 76,389 | |
End of Period Deposit Balances: | | | | | | | | Current | | |
(dollars in thousands) | | September 30, | | December 31, | | Period | | |||
| | 2013 | | 2012 | | Change | | |||
| | | | | | | | | | |
Non-interest-bearing Demand Deposits | | $ | 364,110 | | $ | 349,174 | | $ | 14,936 | |
Interest-bearing Demand, Savings, & Money Market Accounts | | | 974,748 | | | 962,574 | | | 12,174 | |
Time Deposits < $100,000 | | | 215,082 | | | 233,422 | | | (18,340) | |
Time Deposits of $100,000 or more | | | 117,099 | | | 95,761 | | | 21,338 | |
Total Deposits | | $ | 1,671,039 | | $ | 1,640,931 | | $ | 30,108 | |
45 | ||
Non-performing Assets: | | | | | | | | | |
(dollars in thousands) | | | | | | | | | |
| | September 30, | | | December 31, | | | ||
| | 2013 | | | 2012 | | | ||
Non-accrual Loans | | $ | 6,857 | | | $ | 10,357 | | |
Past Due Loans (90 days or more and still accruing) | | | 91 | | | | | | |
Total Non-performing Loans | | | 6,948 | | | | 10,357 | | |
Other Real Estate | | | 584 | | | | 1,645 | | |
Total Non-performing Assets | | $ | 7,532 | | | $ | 12,002 | | |
| | | | | | | | | |
Restructured Loans | | $ | 2,536 | | | $ | 362 | | |
| | | | | | | | | |
Non-performing Loans to Total Loans | | | 0.54 | % | | | 0.86 | % | |
Allowance for Loan Loss to Non-performing Loans | | | 208.18 | % | | | 149.85 | % | |
46 | ||
| | Minimum for | | | | | | | | |
| | Capital | | | At | | | At | | |
| | Adequacy | | | September 30, | | | December 31, | | |
| | Purposes | | | 2013 | | | 2012 | | |
| | | | | | | | | | |
Leverage Ratio | | 4.00 | % | | 8.63 | % | | 8.18 | % | |
Tier 1 Capital to Risk-adjusted Assets | | 4.00 | % | | 11.92 | % | | 11.12 | % | |
Total Capital to Risk-adjusted Assets | | 8.00 | % | | 12.93 | % | | 13.70 | % | |
47 | ||
48 | ||
49 | ||
| | | | | | | | Net Portfolio Value | | | |||
| | Net Portfolio | | | as a % of Present Value | | | ||||||
Changes | | Value | | | of Assets | | | ||||||
in Rates | | Amount | | % Change | | | NPV Ratio | | | Change | | | |
+2% | | $ | 171,257 | | (19.24) | % | | 8.70 | % | | (156) | b.p. | |
Base | | | 212,062 | | | | | 10.26 | % | | | | |
-2% | | | 191,600 | | (9.65) | % | | 9.08 | % | | (118) | b.p. | |
50 | ||
| | Total | | | | | | Maximum Number | |
| | Number | | | | Total Number of Shares | | (or Approximate Dollar | |
| | of Shares | | Average Price | | (or Units) Purchased as Part | | Value) of Shares (or Units) | |
| | (or Units) | | Paid Per Share | | of Publicly Announced Plans | | that May Yet Be Purchased | |
Period | | Purchased | | (or Unit) | | or Programs | | under the Plans or Programs (1) | |
7/1/13 7/31/13 | | | | | | | | 272,789 | |
8/1/13 8/31/13 | | | | | | | | 272,789 | |
9/1/13 9/30/13 | | | | | | | | 272,789 | |
| | | | | | | | | |
51 | ||
| GERMAN AMERICAN BANCORP, INC. |
| |
Date: November 8, 2013 | By/s/Mark A. Schroeder |
| Mark A. Schroeder |
| Chairman of the Board and Chief Executive Officer |
| |
Date: November 8, 2013 | By/s/Bradley M. Rust |
| Bradley M. Rust |
| Executive Vice President and Chief Financial Officer |
52 | ||
Exhibit No. | | Description |
2.1 | | Agreement and Plan of Reorganization among German American Bancorp, Inc., United Commerce Bancorp, German American Bancorp, and United Commerce Bank, dated July 23, 2013. The copy of this exhibit filed as Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed July 24, 2013 is incorporated herein by reference. Schedules identified in the list of Schedules to this Agreement are not filed as part of this Exhibit, but the Registrant agrees to furnish to the Commission supplementally any omitted schedule upon request. |
31.1** | | Sarbanes-Oxley Act of 2002, Section 302 Certification for Chairman of the Board and Chief Executive Officer. |
31.2** | | Sarbanes-Oxley Act of 2002, Section 302 Certification for Executive Vice President and Chief Financial Officer. |
32.1** | | Sarbanes-Oxley Act of 2002, Section 906 Certification for Chairman of the Board and Chief Executive Officer. |
32.2** | | Sarbanes-Oxley Act of 2002, Section 906 Certification for Executive Vice President and Chief Financial Officer. |
101**+ | | The following materials from German American Bancorp, Inc.’s Form 10-Q Report for the quarterly period ended September 30, 2013, 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. |
53 | ||
Exhibit 31.1
Sarbanes-Oxley Act of 2002, Section 302 Certification for Chairman of the Board and Chief Executive Officer
I, Mark A. Schroeder, Chairman of the Board and Chief Executive Officer of German American Bancorp, Inc., certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of German American Bancorp, Inc. (the “registrant”): |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
November 8, 2013
Date
/s/ Mark A. Schroeder
Mark A. Schroeder
Chairman of the Board and
Chief Executive Officer
Exhibit 31.2
Sarbanes-Oxley Act of 2002, Section 302 Certification for Executive Vice President and Chief Financial Officer
I, Bradley M. Rust, Executive Vice President and Chief Financial Officer of German American Bancorp, Inc. certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of German American Bancorp, Inc., (the “registrant”): |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
November 8, 2013
Date
/s/ Bradley M. Rust
Bradley M. Rust
Executive Vice President and Chief Financial Officer
(principal accounting officer and principal financial officer)
Exhibit 32.1
Sarbanes-Oxley Act of 2002, Section 906 Certification for Chairman of the Board and Chief Executive Officer
I, Mark A. Schroeder, Chairman of the Board and Chief Executive Officer of German American Bancorp, Inc. certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that:
(1) the Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, (the “Periodic Report”) which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
(2) information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of German American Bancorp, Inc.
This certificate is being furnished solely for purposes of Section 906 and is not being filed as part of the Periodic Report.
November 8, 2013
Date
/s/ Mark A. Schroeder
Mark A. Schroeder
Chairman of the Board and
Chief Executive Officer
Exhibit 32.2
Sarbanes-Oxley Act of 2002, Section 906 Certification for Executive Vice President and Chief Financial Officer
I, Bradley M. Rust, Executive Vice President and Chief Financial Officer of German American Bancorp, Inc. certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that:
(1) the Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, (the “Periodic Report”) which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
(2) information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of German American Bancorp, Inc.
This certificate is being furnished solely for purposes of Section 906 and is not being filed as part of the Periodic Report.
November 8, 2013
Date
/s/ Bradley M. Rust
Bradley M. Rust
Executive Vice President and Chief Financial Officer
(principal accounting officer and principal financial officer)
Subsequent Event
|
9 Months Ended | |
---|---|---|
Sep. 30, 2013
|
||
Subsequent Events [Abstract] | ||
Subsequent Events | Note 11 Subsequent Event German American Bancorp, Inc. completed its previously announced merger transaction with United Commerce Bancorp, the parent company of United Commerce Bank, of Bloomington, Indiana, effective October 1, 2013. United Commerce Bancorp merged into German American Bancorp, Inc. effective prior to the opening of business on October 1, 2013, followed immediately by the merger of United Commerce Bank with and into German American Bancorp, Inc.'s banking subsidiary. United Commerce Bank operated two banking offices in Bloomington, Indiana. United Commerce had consolidated total assets of approximately $120.2 million, total loans of approximately $83.5 million, total deposits of approximately $106.5 million, and total shareholder's equity of approximately $13.6 million as of September 30, 2013. The acquired assets and liabilities will be recorded at fair value at the date of acquisition and will be reflected in the December 31, 2013 financial statements as such; however, at the time of these financial statements, the appraisals and valuations are incomplete. The Company expects to record goodwill and a core deposit intangible in regards to this transaction based on earlier estimates, but the amount is not known as the initial fair value accounting is incomplete. The goodwill will not be deductible for tax purposes. Under the terms of the merger, United Commerce shareholders received a combination of approximately $12.7 million in GABC stock (502,560 shares) and $1.4 million in cash consideration representing a total transaction value of approximately $14.1 million. The basic transaction value excludes the indicated value of the approximately 4.6% interest that German American owned in United Commerce's outstanding stock prior to the completion of the merger and the approximately $640 thousand in cash payments made in cancellation of dilutive stock options that had been issued by United Commerce. Each United Commerce common shareholder of record at the effective time of the merger became entitled to receive (a) 0.5456 shares of German American common stock plus (b) a cash payment of $1.51 for each of their former shares of United Commerce common stock and a cash settlement for any fractional shares of German American otherwise issuable to them. 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. |
Stock Repurchase Plan (Additional Information) (Details)
|
Sep. 30, 2013
|
Apr. 26, 2001
|
---|---|---|
Common stock, authorized shares repurchase | 607,754 | |
Common stock, total shares repurchased | 334,965 |
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