GERMAN AMERICAN BANCORP, INC.
|
(Exact name of registrant as specified in its charter)
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INDIANA
|
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35-1547518
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(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
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711 Main Street, Box 810, Jasper, Indiana
|
|
47546
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of each exchange on which registered
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Common Shares, no par value
|
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The NASDAQ Stock Market LLC
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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|
o
Yes
|
þ
No
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|
|
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|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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|
o
Yes
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þ
No
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|
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|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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|
þ
Yes
|
o
No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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|
þ
Yes
|
o
No
|
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K:
|
¨
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
|
|||
|
|||
Large accelerated filer
o
|
Accelerated filer
þ
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
|
|
£
Yes
|
þ
No
|
PART I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers, and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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SIGNATURES
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||
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|
INDEX OF EXHIBITS
|
Name
|
Type of Business
|
Principal Office Location
|
German American Bancorp
|
Commercial Bank
|
Jasper, IN
|
German American Insurance, Inc.
|
Multi-Line Insurance Agency
|
Jasper, IN
|
German American Financial Advisors & Trust Company
|
Trust, Brokerage, Financial Planning
|
Jasper, IN
|
•
|
a new minimum ratio of “Common Equity Tier 1 Capital” to risk-weighted assets of 4.5%
|
•
|
a new conservation buffer of Common Equity Tier 1 Capital equal to (when fully phased in) an additional 2.5% of risk-weighted assets
|
•
|
a minimum ratio of Tier 1 Capital to risk-weighted assets (raised from 4% under the prior guidelines to 6%) plus (when fully phased in) the conservation buffer of an additional 2.5%, resulting in a minimum required total Tier 1 Capital to risk-weighted assets ratio of 8.5%
|
•
|
a minimum ratio of Total Capital (that is, Tier 1 Capital plus instruments includable in a tier called Tier 2 Capital) to risk-weighted assets of at least 8.0%, plus (when fully phased in) the capital conservation buffer (which is added to the 8.0% Total Capital ratio as that buffer is phased-in, effectively resulting in a minimum Total Capital ratio of 10.5% upon full implementation)
|
•
|
a minimum leverage ratio of 4% (calculated as the ratio of Tier 1 Capital to adjusted average consolidated assets)
|
•
|
the unknown future direction of interest rates and the timing and magnitude of any changes in interest rates;
|
•
|
changes in competitive conditions;
|
•
|
the introduction, withdrawal, success and timing of asset/liability management strategies or of mergers and acquisitions and other business initiatives and strategies;
|
•
|
changes in customer borrowing, repayment, investment and deposit practices;
|
•
|
changes in fiscal, monetary and tax policies;
|
•
|
changes in financial and capital markets;
|
•
|
potential deterioration in general economic conditions, either nationally or locally, resulting in, among other things, credit quality deterioration;
|
•
|
capital management activities, including possible future sales of new securities, or possible repurchases or redemptions by the Company of outstanding debt or equity securities;
|
•
|
risks of expansion through acquisitions and mergers, such as unexpected credit quality problems of the acquired loans or other assets, unexpected attrition of the customer base of the acquired institution or branches, and difficulties in integration of the acquired operations;
|
•
|
factors driving impairment charges on investments;
|
•
|
the impact, extent and timing of technological changes;
|
•
|
potential cyber-attacks, information security breaches and other criminal activities;
|
•
|
litigation liabilities, including related costs, expenses, settlements and judgments, or the outcome of matters before regulatory agencies, whether pending or commencing in the future;
|
•
|
actions of the FRB;
|
•
|
changes in accounting principles and interpretations;
|
•
|
potential increases of federal deposit insurance premium expense, and possible future special assessments of FDIC premiums, either industry wide or specific to the Company’s banking subsidiary;
|
•
|
actions of the regulatory authorities under the Dodd-Frank Act and the Federal Deposit Insurance Act and other possible legislative and regulatory actions and reforms; and
|
•
|
the continued availability of earnings and excess capital sufficient for the lawful and prudent declaration and payment of cash dividends.
|
▪
|
potential exposure to unknown or contingent liabilities of the acquired assets, operations or company;
|
▪
|
exposure to potential asset quality issues of the acquired assets, operations or company;
|
▪
|
environmental liability with acquired real estate collateral or other real estate;
|
▪
|
difficulty and expense of integrating the operations, systems and personnel of the acquired assets, operations or company;
|
▪
|
potential disruption to our ongoing business, including diversion of our management's time and attention;
|
▪
|
the possible loss of key employees and customers of the acquired operations or company;
|
▪
|
difficulty in estimating the value of the acquired assets, operations or company; and
|
▪
|
potential changes in banking or tax laws or regulations that may affect the acquired assets, operations or company.
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
High
|
|
Low
|
|
Cash
Dividend
|
|
High
|
|
Low
|
|
Cash
Dividend
|
||||||||||||
Fourth Quarter
|
$
|
30.82
|
|
|
$
|
25.73
|
|
|
$
|
0.16
|
|
|
$
|
30.15
|
|
|
$
|
23.51
|
|
|
$
|
0.15
|
|
Third Quarter
|
$
|
27.74
|
|
|
$
|
25.80
|
|
|
$
|
0.16
|
|
|
$
|
28.15
|
|
|
$
|
22.86
|
|
|
$
|
0.15
|
|
Second Quarter
|
$
|
29.79
|
|
|
$
|
25.07
|
|
|
$
|
0.16
|
|
|
$
|
22.69
|
|
|
$
|
19.96
|
|
|
$
|
0.15
|
|
First Quarter
|
$
|
29.75
|
|
|
$
|
25.54
|
|
|
$
|
0.16
|
|
|
$
|
23.63
|
|
|
$
|
21.54
|
|
|
$
|
0.15
|
|
|
|
|
|
|
$
|
0.64
|
|
|
|
|
|
|
$
|
0.60
|
|
Transfer Agent:
|
Computershare
Priority Processing
250 Royall St
Canton, MA 02021
Contact: Shareholder Relations
(800) 884-4225
|
|
Shareholder
Information and
Corporate Office:
|
Terri A. Eckerle
German American Bancorp, Inc.
P.O. Box 810
Jasper, Indiana 47547-081
(812) 482-1314
(800) 482-1314
|
Period
|
|
Total Number of Shares
(or Units) Purchased
|
|
Average Price Paid Per Share (or Unit)
|
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
(1)
|
||||
October 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
272,789
|
|
November 2014
|
|
882
|
|
(2)
|
$29.87
|
|
—
|
|
|
272,789
|
|
|
December 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
272,789
|
|
Plan Category
|
|
Number of Securities
to be Issued upon Exercise
of Outstanding Options, Warrants or Rights
|
|
Weighted Average
Exercise Price of
Outstanding Options, Warrants and Rights
|
|
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding
Securities Reflected in First Column)
|
|
||||
|
|
|
|
|
|
|
|
||||
Equity compensation plans approved by security holders
|
|
51,517
|
|
(a)
|
$
|
16.70
|
|
|
753,417
|
|
(b)
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
51,517
|
|
|
$
|
16.70
|
|
|
753,417
|
|
|
(a)
|
Does not include any shares that employees may have the right to purchase under the Employee Stock Purchase Plan in August 2015 in respect of employee payroll deductions of participating employees that had accumulated as of December 31, 2014 during the plan year that commenced in August 2014. Although these employees have the right under this Plan to have their accumulated payroll deductions applied to the purchase of Common Shares at a discounted price in August 2015, the price at which such shares may be purchased and the number of shares that may be purchased under that Plan at that time is not presently determinable.
|
(b)
|
Represents 414,901 shares that the Company may in the future issue to employees under the Employee Stock Purchase Plan (although the Company typically purchases the shares needed for sale to participating employees on the open market rather than issuing new issue shares to such employees) and 338,516 shares that were available for grant or issuance at December 31, 2014 under the 2009 Long-Term Equity Incentive Plan. Under the Long-Term Equity Incentive Plan, the aggregate number of Common Shares available for the grant of awards (subject to customary anti-dilution adjustment provisions) cumulatively following the adoption of the Plan in 2009 through the expiration of the Plan in 2019 may not exceed the sum of the following: (a) 500,000 shares, plus (b) any shares exchanged by a participant as full or partial payment to the Company of the exercise price of an option granted to the participant under the Plan; plus (c) at the beginning of each calendar year, an additional number of shares (if any) equal to the number of shares that would result in the number of shares available for awards as of such date being equal to one percent (1%) of the total number of the Company’s shares outstanding as of the immediately preceding December 31, on a fully-diluted basis.
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Summary of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest Income
|
|
$
|
80,386
|
|
|
$
|
75,672
|
|
|
$
|
77,160
|
|
|
$
|
80,161
|
|
|
$
|
64,193
|
|
Interest Expense
|
|
6,047
|
|
|
7,155
|
|
|
10,912
|
|
|
16,180
|
|
|
15,522
|
|
|||||
Net Interest Income
|
|
74,339
|
|
|
68,517
|
|
|
66,248
|
|
|
63,981
|
|
|
48,671
|
|
|||||
Provision for Loan Losses
|
|
150
|
|
|
350
|
|
|
2,412
|
|
|
6,800
|
|
|
5,225
|
|
|||||
Net Interest Income after Provision For Loan Losses
|
|
74,189
|
|
|
68,167
|
|
|
63,836
|
|
|
57,181
|
|
|
43,446
|
|
|||||
Non-interest Income
|
|
23,937
|
|
|
23,615
|
|
|
21,811
|
|
|
21,576
|
|
|
16,943
|
|
|||||
Non-interest Expense
|
|
57,713
|
|
|
54,905
|
|
|
50,923
|
|
|
50,782
|
|
|
41,361
|
|
|||||
Income before Income Taxes
|
|
40,413
|
|
|
36,877
|
|
|
34,724
|
|
|
27,975
|
|
|
19,028
|
|
|||||
Income Tax Expense
|
|
12,069
|
|
|
11,464
|
|
|
10,669
|
|
|
7,726
|
|
|
5,623
|
|
|||||
Net Income
|
|
$
|
28,344
|
|
|
$
|
25,413
|
|
|
$
|
24,055
|
|
|
$
|
20,249
|
|
|
$
|
13,405
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year-end Balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Assets
|
|
$
|
2,237,099
|
|
|
$
|
2,163,827
|
|
|
$
|
2,006,300
|
|
|
$
|
1,873,767
|
|
|
$
|
1,375,888
|
|
Total Loans, Net of Unearned Income
|
|
1,447,982
|
|
|
1,382,382
|
|
|
1,204,866
|
|
|
1,120,993
|
|
|
917,236
|
|
|||||
Total Deposits
|
|
1,779,761
|
|
|
1,812,156
|
|
|
1,640,931
|
|
|
1,556,198
|
|
|
1,087,286
|
|
|||||
Total Long-term Debt
|
|
64,591
|
|
|
87,237
|
|
|
89,472
|
|
|
90,974
|
|
|
81,016
|
|
|||||
Total Shareholders’ Equity
|
|
228,824
|
|
|
200,097
|
|
|
185,026
|
|
|
167,610
|
|
|
121,534
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average Balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Assets
|
|
$
|
2,170,761
|
|
|
$
|
2,037,236
|
|
|
$
|
1,934,123
|
|
|
$
|
1,823,703
|
|
|
$
|
1,330,540
|
|
Total Loans, Net of Unearned Income
|
|
1,406,000
|
|
|
1,272,055
|
|
|
1,147,891
|
|
|
1,114,181
|
|
|
906,127
|
|
|||||
Total Deposits
|
|
1,783,348
|
|
|
1,695,796
|
|
|
1,618,712
|
|
|
1,521,204
|
|
|
1,046,295
|
|
|||||
Total Shareholders’ Equity
|
|
214,496
|
|
|
189,689
|
|
|
177,207
|
|
|
159,765
|
|
|
119,867
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Income
(1)
|
|
$
|
2.14
|
|
|
$
|
1.98
|
|
|
$
|
1.90
|
|
|
$
|
1.61
|
|
|
$
|
1.21
|
|
Cash Dividends
|
|
0.64
|
|
|
0.60
|
|
|
0.56
|
|
|
0.56
|
|
|
0.56
|
|
|||||
Book Value at Year-end
|
|
17.31
|
|
|
15.19
|
|
|
14.64
|
|
|
13.31
|
|
|
10.94
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data at Year-end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Number of Shareholders
|
|
3,398
|
|
|
3,444
|
|
|
3,105
|
|
|
3,221
|
|
|
3,194
|
|
|||||
Number of Employees
|
|
473
|
|
|
478
|
|
|
439
|
|
|
417
|
|
|
359
|
|
|||||
Weighted Average Number of Shares
(1)
|
|
13,223,178
|
|
|
12,807,678
|
|
|
12,637,743
|
|
|
12,587,748
|
|
|
11,104,887
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selected Performance Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Return on Assets
|
|
1.31
|
%
|
|
1.25
|
%
|
|
1.24
|
%
|
|
1.11
|
%
|
|
1.01
|
%
|
|||||
Return on Equity
|
|
13.21
|
%
|
|
13.40
|
%
|
|
13.57
|
%
|
|
12.67
|
%
|
|
11.18
|
%
|
|||||
Equity to Assets
|
|
10.23
|
%
|
|
9.25
|
%
|
|
9.22
|
%
|
|
8.95
|
%
|
|
8.83
|
%
|
|||||
Dividend Payout
|
|
29.81
|
%
|
|
30.18
|
%
|
|
29.38
|
%
|
|
34.80
|
%
|
|
46.36
|
%
|
|||||
Net Charge-offs (Recoveries) to Average Loans
|
|
(0.01
|
)%
|
|
0.10
|
%
|
|
0.19
|
%
|
|
0.43
|
%
|
|
0.32
|
%
|
|||||
Allowance for Loan Losses to Loans
|
|
1.03
|
%
|
|
1.05
|
%
|
|
1.29
|
%
|
|
1.37
|
%
|
|
1.45
|
%
|
|||||
Net Interest Margin
|
|
3.76
|
%
|
|
3.67
|
%
|
|
3.74
|
%
|
|
3.84
|
%
|
|
3.98
|
%
|
(1)
|
Yields 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. Interest income on loans includes loan fees of $2,036, $2,055 and $3,164 for 2014, 2013 and 2012, respectively.
|
|
|
2014 compared to 2013
Increase / (Decrease) Due to
(1)
|
|
2013 compared to 2012
Increase / (Decrease) Due to
(1)
|
||||||||||||||||||||
|
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
Interest Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Federal Funds Sold and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term Investments
|
|
$
|
(3
|
)
|
|
$
|
(15
|
)
|
|
$
|
(18
|
)
|
|
$
|
(57
|
)
|
|
$
|
(4
|
)
|
|
$
|
(61
|
)
|
Taxable Securities
|
|
(1,013
|
)
|
|
331
|
|
|
(682
|
)
|
|
(151
|
)
|
|
(1,704
|
)
|
|
(1,855
|
)
|
||||||
Non-taxable Securities
|
|
2,266
|
|
|
(36
|
)
|
|
2,230
|
|
|
797
|
|
|
(49
|
)
|
|
748
|
|
||||||
Loans and Leases
|
|
6,338
|
|
|
(2,304
|
)
|
|
4,034
|
|
|
6,354
|
|
|
(6,443
|
)
|
|
(89
|
)
|
||||||
Total Interest Income
|
|
7,588
|
|
|
(2,024
|
)
|
|
5,564
|
|
|
6,943
|
|
|
(8,200
|
)
|
|
(1,257
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Savings and Interest-bearing Demand
|
|
58
|
|
|
(337
|
)
|
|
(279
|
)
|
|
94
|
|
|
(285
|
)
|
|
(191
|
)
|
||||||
Time Deposits
|
|
(29
|
)
|
|
(261
|
)
|
|
(290
|
)
|
|
(247
|
)
|
|
(1,823
|
)
|
|
(2,070
|
)
|
||||||
FHLB Advances and Other Borrowings
|
|
375
|
|
|
(914
|
)
|
|
(539
|
)
|
|
543
|
|
|
(2,039
|
)
|
|
(1,496
|
)
|
||||||
Total Interest Expense
|
|
404
|
|
|
(1,512
|
)
|
|
(1,108
|
)
|
|
390
|
|
|
(4,147
|
)
|
|
(3,757
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Interest Income
|
|
$
|
7,184
|
|
|
$
|
(512
|
)
|
|
$
|
6,672
|
|
|
$
|
6,553
|
|
|
$
|
(4,053
|
)
|
|
$
|
2,500
|
|
(1)
|
The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.
|
Non-interest Income (dollars in thousands)
|
|
Years Ended December 31,
|
|
% Change From
Prior Year
|
||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
||||||||
Trust and Investment Product Fees
|
|
$
|
3,675
|
|
|
$
|
3,358
|
|
|
$
|
2,657
|
|
|
9
|
%
|
|
26
|
%
|
Service Charges on Deposit Accounts
|
|
4,829
|
|
|
4,144
|
|
|
4,076
|
|
|
17
|
|
|
2
|
|
|||
Insurance Revenues
|
|
7,255
|
|
|
6,217
|
|
|
5,524
|
|
|
17
|
|
|
13
|
|
|||
Company Owned Life Insurance
|
|
826
|
|
|
965
|
|
|
974
|
|
|
(14
|
)
|
|
(1
|
)
|
|||
Interchange Fee Income
|
|
1,961
|
|
|
1,854
|
|
|
1,724
|
|
|
6
|
|
|
8
|
|
|||
Other Operating Income
|
|
2,018
|
|
|
2,003
|
|
|
1,955
|
|
|
1
|
|
|
2
|
|
|||
Subtotal
|
|
20,564
|
|
|
18,541
|
|
|
16,910
|
|
|
11
|
|
|
10
|
|
|||
Net Gains on Sales of Loans
|
|
1,892
|
|
|
2,645
|
|
|
3,234
|
|
|
(28
|
)
|
|
(18
|
)
|
|||
Net Gain on Securities
|
|
1,481
|
|
|
2,429
|
|
|
1,667
|
|
|
(39
|
)
|
|
46
|
|
|||
TOTAL NON-INTEREST INCOME
|
|
$
|
23,937
|
|
|
$
|
23,615
|
|
|
$
|
21,811
|
|
|
1
|
|
|
8
|
|
|
|
|
|
|
|
|
|
% Change From
|
||||||||||
Non-interest Expense (dollars in thousands)
|
|
Years Ended December 31,
|
|
Prior Year
|
||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
||||||||
Salaries and Employee Benefits
|
|
$
|
32,710
|
|
|
$
|
31,482
|
|
|
$
|
29,086
|
|
|
4
|
%
|
|
8
|
%
|
Occupancy, Furniture and Equipment Expense
|
|
7,047
|
|
|
6,443
|
|
|
6,256
|
|
|
9
|
|
|
3
|
|
|||
FDIC Premiums
|
|
1,113
|
|
|
1,050
|
|
|
1,116
|
|
|
6
|
|
|
(6
|
)
|
|||
Data Processing Fees
|
|
3,675
|
|
|
3,133
|
|
|
1,879
|
|
|
17
|
|
|
67
|
|
|||
Professional Fees
|
|
2,294
|
|
|
2,577
|
|
|
2,247
|
|
|
(11
|
)
|
|
15
|
|
|||
Advertising and Promotion
|
|
1,977
|
|
|
1,863
|
|
|
1,714
|
|
|
6
|
|
|
9
|
|
|||
Intangible Amortization
|
|
1,254
|
|
|
1,416
|
|
|
1,655
|
|
|
(11
|
)
|
|
(14
|
)
|
|||
Other Operating Expenses
|
|
7,643
|
|
|
6,941
|
|
|
6,970
|
|
|
10
|
|
|
n/m
(1)
|
|
|||
TOTAL NON-INTEREST EXPENSE
|
|
$
|
57,713
|
|
|
$
|
54,905
|
|
|
$
|
50,923
|
|
|
5
|
|
|
8
|
|
(1)
|
n/m = not meaningful
|
Loan Portfolio
|
|
December 31,
|
||||||||||||||||||
(dollars in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Commercial and Industrial Loans and Leases
|
|
$
|
380,079
|
|
|
$
|
350,955
|
|
|
$
|
335,373
|
|
|
$
|
293,172
|
|
|
$
|
218,443
|
|
Commercial Real Estate Loans
|
|
583,086
|
|
|
582,066
|
|
|
488,496
|
|
|
452,071
|
|
|
339,555
|
|
|||||
Agricultural Loans
|
|
216,774
|
|
|
192,880
|
|
|
179,906
|
|
|
167,693
|
|
|
165,166
|
|
|||||
Home Equity and Consumer Loans
|
|
134,847
|
|
|
130,628
|
|
|
115,540
|
|
|
124,479
|
|
|
118,244
|
|
|||||
Residential Mortgage Loans
|
|
137,204
|
|
|
128,683
|
|
|
88,586
|
|
|
86,134
|
|
|
77,310
|
|
|||||
Total Loans
|
|
1,451,990
|
|
|
1,385,212
|
|
|
1,207,901
|
|
|
1,123,549
|
|
|
918,718
|
|
|||||
Less: Unearned Income
|
|
(4,008
|
)
|
|
(2,830
|
)
|
|
(3,035
|
)
|
|
(2,556
|
)
|
|
(1,482
|
)
|
|||||
Subtotal
|
|
1,447,982
|
|
|
1,382,382
|
|
|
1,204,866
|
|
|
1,120,993
|
|
|
917,236
|
|
|||||
Less: Allowance for Loan Losses
|
|
(14,929
|
)
|
|
(14,584
|
)
|
|
(15,520
|
)
|
|
(15,312
|
)
|
|
(13,317
|
)
|
|||||
Loans, Net
|
|
$
|
1,433,053
|
|
|
$
|
1,367,798
|
|
|
$
|
1,189,346
|
|
|
$
|
1,105,681
|
|
|
$
|
903,919
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Loans to Total Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial and Industrial Loans and Leases
|
|
26
|
%
|
|
25
|
%
|
|
28
|
%
|
|
26
|
%
|
|
24
|
%
|
|||||
Commercial Real Estate Loans
|
|
40
|
%
|
|
42
|
%
|
|
40
|
%
|
|
40
|
%
|
|
37
|
%
|
|||||
Agricultural Loans
|
|
15
|
%
|
|
14
|
%
|
|
15
|
%
|
|
15
|
%
|
|
18
|
%
|
|||||
Home Equity and Consumer Loans
|
|
9
|
%
|
|
10
|
%
|
|
10
|
%
|
|
11
|
%
|
|
13
|
%
|
|||||
Residential Mortgage Loans
|
|
10
|
%
|
|
9
|
%
|
|
7
|
%
|
|
8
|
%
|
|
8
|
%
|
|||||
Total Loans
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Within
One Year
|
|
One to Five
Years
|
|
After
Five Years
|
|
Total
|
||||||||
Commercial and Agricultural
|
|
$
|
505,453
|
|
|
$
|
582,614
|
|
|
$
|
91,872
|
|
|
$
|
1,179,939
|
|
|
|
Interest Sensitivity
|
||||||
|
|
Fixed Rate
|
|
Variable Rate
|
||||
Loans Maturing After One Year
|
|
$
|
165,346
|
|
|
$
|
509,140
|
|
Investment Portfolio, at Amortized Cost
|
|
December 31,
|
|||||||||||||||||||
(dollars in thousands)
|
|
2014
|
|
%
|
|
2013
|
|
%
|
|
2012
|
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Federal Funds Sold and Other Short-term Investments
|
|
$
|
8,965
|
|
|
2
|
%
|
|
$
|
22,762
|
|
|
3
|
%
|
|
$
|
7,463
|
|
|
1
|
%
|
U.S. Treasury and Agency Securities
|
|
20,000
|
|
|
3
|
|
|
20,000
|
|
|
3
|
|
|
23,570
|
|
|
4
|
|
|||
Obligations of State and Political Subdivisions
|
|
147,505
|
|
|
23
|
|
|
112,276
|
|
|
18
|
|
|
71,698
|
|
|
13
|
|
|||
Mortgage-backed Securities - Residential
|
|
458,709
|
|
|
72
|
|
|
481,724
|
|
|
76
|
|
|
475,452
|
|
|
82
|
|
|||
Equity Securities
|
|
353
|
|
|
n/m
(1)
|
|
|
353
|
|
|
n/m
(1)
|
|
|
684
|
|
|
n/m
(1)
|
|
|||
Total Securities Portfolio
|
|
$
|
635,532
|
|
|
100
|
%
|
|
$
|
637,115
|
|
|
100
|
%
|
|
$
|
578,867
|
|
|
100
|
%
|
(1)
|
n/m = not meaningful
|
|
|
December 31,
|
||||||||||
Securities Held-to-Maturity
|
|
2014
|
|
2013
|
|
2012
|
||||||
Obligations of State and Political Subdivisions
|
|
$
|
184
|
|
|
$
|
268
|
|
|
$
|
346
|
|
|
|
|
|
|
|
|
||||||
Securities Available-for-Sale
|
|
|
|
|
|
|
|
|
|
|||
U.S. Treasury and Agency Securities
|
|
$
|
19,561
|
|
|
$
|
18,952
|
|
|
$
|
23,472
|
|
Obligations of State and Political Subdivisions
|
|
153,777
|
|
|
113,497
|
|
|
76,485
|
|
|||
Mortgage-backed Securities - Residential
|
|
457,304
|
|
|
473,230
|
|
|
486,912
|
|
|||
Equity Securities
|
|
353
|
|
|
353
|
|
|
733
|
|
|||
Subtotal of Securities Available-for-Sale
|
|
630,995
|
|
|
606,032
|
|
|
587,602
|
|
|||
Total Securities
|
|
$
|
631,179
|
|
|
$
|
606,300
|
|
|
$
|
587,948
|
|
|
|
Within
One Year
|
|
After One But
Within Five Years
|
|
After Five But
Within Ten Years
|
|
After Ten
Years
|
||||||||||||||||||||
|
|
Amount
|
|
|
Yield
|
|
|
Amount
|
|
|
Yield
|
|
|
Amount
|
|
|
Yield
|
|
|
Amount
|
|
|
Yield
|
|
||||
U.S. Treasury and Agency Securities
|
|
$
|
—
|
|
|
N/A
|
|
|
$
|
10,000
|
|
|
1.20
|
%
|
|
$
|
10,000
|
|
|
1.40
|
%
|
|
$
|
—
|
|
|
N/A
|
|
Obligations of State and Political Subdivisions
|
|
3,768
|
|
|
3.25
|
%
|
|
8,145
|
|
|
4.01
|
%
|
|
62,853
|
|
|
5.10
|
%
|
|
72,739
|
|
|
5.26
|
%
|
||||
Mortgage-backed Securities - Residential
|
|
8,324
|
|
|
3.22
|
%
|
|
404,080
|
|
|
2.13
|
%
|
|
46,305
|
|
|
2.54
|
%
|
|
—
|
|
|
N/A
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Securities
|
|
$
|
12,092
|
|
|
3.23
|
%
|
|
$
|
422,225
|
|
|
2.14
|
%
|
|
$
|
119,158
|
|
|
3.79
|
%
|
|
$
|
72,739
|
|
|
5.26
|
%
|
Contractual Obligations
|
|
Payments Due By Period
|
||||||||||||||||||
(dollars in thousands)
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5 Years
|
||||||||||
Long-term Borrowings
|
|
$
|
60,618
|
|
|
$
|
44,042
|
|
|
$
|
794
|
|
|
$
|
10,057
|
|
|
$
|
5,725
|
|
Time Deposits
|
|
333,425
|
|
|
202,747
|
|
|
110,004
|
|
|
20,674
|
|
|
—
|
|
|||||
Capital Lease Obligation
|
|
8,746
|
|
|
524
|
|
|
1,048
|
|
|
1,048
|
|
|
6,126
|
|
|||||
Operating Lease Commitments
|
|
3,202
|
|
|
612
|
|
|
875
|
|
|
344
|
|
|
1,371
|
|
|||||
Total Contractual Obligations
|
|
$
|
405,991
|
|
|
$
|
247,925
|
|
|
$
|
112,721
|
|
|
$
|
32,123
|
|
|
$
|
13,222
|
|
Funding Sources - Average Balances
(dollars in thousands)
|
|
December 31,
|
|
% Change From
Prior Year
|
||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
||||||||
Demand Deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Non-interest-bearing
|
|
$
|
408,836
|
|
|
$
|
355,841
|
|
|
$
|
313,812
|
|
|
15
|
%
|
|
13
|
%
|
Interest-bearing
|
|
552,966
|
|
|
534,095
|
|
|
512,232
|
|
|
4
|
|
|
4
|
|
|||
Savings Deposits
|
|
150,773
|
|
|
134,283
|
|
|
116,515
|
|
|
12
|
|
|
15
|
|
|||
Money Market Accounts
|
|
334,504
|
|
|
332,108
|
|
|
318,960
|
|
|
1
|
|
|
4
|
|
|||
Other Time Deposits
|
|
210,294
|
|
|
223,239
|
|
|
255,722
|
|
|
(6
|
)
|
|
(13
|
)
|
|||
Total Core Deposits
|
|
1,657,373
|
|
|
1,579,566
|
|
|
1,517,241
|
|
|
5
|
|
|
4
|
|
|||
Certificates of Deposits of $100,000 or more and Brokered Deposits
|
|
125,975
|
|
|
116,230
|
|
|
101,471
|
|
|
8
|
|
|
15
|
|
|||
FHLB Advances and Other Borrowings
|
|
160,101
|
|
|
136,569
|
|
|
118,201
|
|
|
17
|
|
|
16
|
|
|||
Total Funding Sources
|
|
$
|
1,943,449
|
|
|
$
|
1,832,365
|
|
|
$
|
1,736,913
|
|
|
6
|
|
|
5
|
|
|
|
3 Months
Or Less
|
|
3 Thru
6 Months
|
|
6 Thru
12 Months
|
|
Over
12 Months
|
|
Total
|
||||||||||
December 31, 2014
|
|
$
|
45,042
|
|
|
$
|
33,957
|
|
|
$
|
27,604
|
|
|
$
|
27,906
|
|
|
$
|
134,509
|
|
Allowance for Loan Losses
(dollars in thousands)
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance of Allowance for Possible
Losses at Beginning of Period
|
|
$
|
14,584
|
|
|
$
|
15,520
|
|
|
$
|
15,312
|
|
|
$
|
13,317
|
|
|
$
|
11,016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans Charged-off:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial and Industrial Loans
|
|
199
|
|
|
503
|
|
|
162
|
|
|
1,513
|
|
|
345
|
|
|||||
Commercial Real Estate Loans
|
|
329
|
|
|
538
|
|
|
1,789
|
|
|
2,604
|
|
|
2,842
|
|
|||||
Agricultural Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|||||
Home Equity and Consumer Loans
|
|
370
|
|
|
607
|
|
|
380
|
|
|
575
|
|
|
465
|
|
|||||
Residential Mortgage Loans
|
|
117
|
|
|
24
|
|
|
199
|
|
|
497
|
|
|
518
|
|
|||||
Total Loans Charged-off
|
|
1,015
|
|
|
1,672
|
|
|
2,530
|
|
|
5,189
|
|
|
4,214
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Recoveries of Previously Charged-off Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial and Industrial Loans
|
|
111
|
|
|
128
|
|
|
74
|
|
|
98
|
|
|
24
|
|
|||||
Commercial Real Estate Loans
|
|
863
|
|
|
102
|
|
|
97
|
|
|
139
|
|
|
1,089
|
|
|||||
Agricultural Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Home Equity and Consumer Loans
|
|
215
|
|
|
148
|
|
|
125
|
|
|
131
|
|
|
171
|
|
|||||
Residential Mortgage Loans
|
|
21
|
|
|
8
|
|
|
30
|
|
|
16
|
|
|
6
|
|
|||||
Total Recoveries
|
|
1,210
|
|
|
386
|
|
|
326
|
|
|
384
|
|
|
1,290
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Loans Recovered (Charged-off)
|
|
195
|
|
|
(1,286
|
)
|
|
(2,204
|
)
|
|
(4,805
|
)
|
|
(2,924
|
)
|
|||||
Additions to Allowance Charged to Expense
|
|
150
|
|
|
350
|
|
|
2,412
|
|
|
6,800
|
|
|
5,225
|
|
|||||
Balance at End of Period
|
|
$
|
14,929
|
|
|
$
|
14,584
|
|
|
$
|
15,520
|
|
|
$
|
15,312
|
|
|
$
|
13,317
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Charge-offs (Recoveries) to Average Loans Outstanding
|
|
(0.01
|
)%
|
|
0.10
|
%
|
|
0.19
|
%
|
|
0.43
|
%
|
|
0.32
|
%
|
|||||
Provision for Loan Losses to Average Loans Outstanding
|
|
0.01
|
%
|
|
0.03
|
%
|
|
0.21
|
%
|
|
0.61
|
%
|
|
0.58
|
%
|
|||||
Allowance for Loan Losses to Total Loans at Year-end
|
|
1.03
|
%
|
|
1.05
|
%
|
|
1.29
|
%
|
|
1.37
|
%
|
|
1.45
|
%
|
Commercial and Industrial Loans
|
|
$
|
4,627
|
|
|
$
|
3,983
|
|
|
$
|
4,555
|
|
|
$
|
3,493
|
|
|
$
|
3,713
|
|
Commercial Real Estate Loans
|
|
7,273
|
|
|
8,335
|
|
|
8,931
|
|
|
9,297
|
|
|
7,497
|
|
|||||
Agricultural Loans
|
|
1,123
|
|
|
946
|
|
|
989
|
|
|
926
|
|
|
750
|
|
|||||
Home Equity and Consumer Loans
|
|
600
|
|
|
427
|
|
|
355
|
|
|
448
|
|
|
582
|
|
|||||
Residential Mortgage Loans
|
|
622
|
|
|
281
|
|
|
186
|
|
|
402
|
|
|
543
|
|
|||||
Unallocated
|
|
684
|
|
|
612
|
|
|
504
|
|
|
746
|
|
|
232
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Allowance for Loan Losses
|
|
$
|
14,929
|
|
|
$
|
14,584
|
|
|
$
|
15,520
|
|
|
$
|
15,312
|
|
|
$
|
13,317
|
|
Non-performing Assets
|
|
December 31,
|
||||||||||||||||||
(dollars in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-accrual Loans
|
|
$
|
5,970
|
|
|
$
|
8,378
|
|
|
$
|
10,357
|
|
|
$
|
17,857
|
|
|
$
|
10,150
|
|
Past Due Loans (90 days or more)
|
|
140
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
671
|
|
|||||
Total Non-performing Loans
|
|
6,110
|
|
|
8,386
|
|
|
10,357
|
|
|
17,857
|
|
|
10,821
|
|
|||||
Other Real Estate
|
|
356
|
|
|
1,029
|
|
|
1,645
|
|
|
2,343
|
|
|
2,095
|
|
|||||
Total Non-performing Assets
|
|
$
|
6,466
|
|
|
$
|
9,415
|
|
|
$
|
12,002
|
|
|
$
|
20,200
|
|
|
$
|
12,916
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Restructured Loans
|
|
$
|
2,726
|
|
|
$
|
2,418
|
|
|
$
|
362
|
|
|
$
|
409
|
|
|
$
|
396
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-performing Loans to Total Loans
|
|
0.42
|
%
|
|
0.61
|
%
|
|
0.86
|
%
|
|
1.59
|
%
|
|
1.18
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Loan Losses to Non-performing Loans
|
|
244.34
|
%
|
|
173.91
|
%
|
|
149.85
|
%
|
|
85.75
|
%
|
|
123.07
|
%
|
|
|
Net Portfolio
Value
|
|
Net Portfolio Value as a % of Present Value
of Assets
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|||||
Changes in Rates
|
|
Amount
|
|
|
% Change
|
|
|
NPV Ratio
|
|
|
Change
|
|
|
|
+2%
|
|
$
|
251,323
|
|
|
(10.22
|
)%
|
|
11.93
|
%
|
|
(73
|
)
|
b.p.
|
+1%
|
|
266,319
|
|
|
(4.86
|
)%
|
|
12.34
|
%
|
|
(32
|
)
|
b.p.
|
|
Base
|
|
279,929
|
|
|
—
|
|
|
12.66
|
%
|
|
—
|
|
|
|
-1%
|
|
250,852
|
|
|
(10.39
|
)%
|
|
11.19
|
%
|
|
(147
|
)
|
b.p.
|
|
-2%
|
|
206,158
|
|
|
(26.35
|
)%
|
|
9.13
|
%
|
|
(353
|
)
|
b.p.
|
Report of Independent Registered Public Accounting Firm
|
|
/s/ Crowe Horwath LLP
|
|
Crowe Horwath LLP
|
Consolidated Balance Sheets
|
Dollars in thousands, except per share data
|
|
|
December 31,
|
||||||
|
|
|
|
|
||||
|
|
2014
|
|
|
2013
|
|
||
ASSETS
|
|
|
|
|
|
|
||
Cash and Due from Banks
|
|
$
|
33,481
|
|
|
$
|
37,370
|
|
Federal Funds Sold and Other Short-term Investments
|
|
8,965
|
|
|
22,762
|
|
||
|
|
|
|
|
||||
Cash and Cash Equivalents
|
|
42,446
|
|
|
60,132
|
|
||
|
|
|
|
|
||||
Interest-bearing Time Deposits with Banks
|
|
100
|
|
|
100
|
|
||
Securities Available-for-Sale, at Fair Value
|
|
630,995
|
|
|
606,032
|
|
||
Securities Held-to-Maturity, at Cost (Fair value of $186 and $271 on December 31, 2014 and 2013, respectively)
|
|
184
|
|
|
268
|
|
||
|
|
|
|
|
||||
Loans Held-for-Sale, at Fair Value
|
|
6,311
|
|
|
9,265
|
|
||
|
|
|
|
|
||||
Loans
|
|
1,451,990
|
|
|
1,385,212
|
|
||
Less: Unearned Income
|
|
(4,008
|
)
|
|
(2,830
|
)
|
||
Allowance for Loan Losses
|
|
(14,929
|
)
|
|
(14,584
|
)
|
||
Loans, Net
|
|
1,433,053
|
|
|
1,367,798
|
|
||
|
|
|
|
|
||||
Stock in FHLB of Indianapolis and Other Restricted Stock, at Cost
|
|
7,040
|
|
|
9,004
|
|
||
Premises, Furniture and Equipment, Net
|
|
39,930
|
|
|
40,430
|
|
||
Other Real Estate
|
|
356
|
|
|
1,029
|
|
||
Goodwill
|
|
20,536
|
|
|
20,536
|
|
||
Intangible Assets
|
|
2,074
|
|
|
3,328
|
|
||
Company Owned Life Insurance
|
|
32,043
|
|
|
31,178
|
|
||
Accrued Interest Receivable and Other Assets
|
|
22,031
|
|
|
14,727
|
|
||
|
|
|
|
|
||||
TOTAL ASSETS
|
|
$
|
2,237,099
|
|
|
$
|
2,163,827
|
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
|
|
||
Non-interest-bearing Demand Deposits
|
|
$
|
428,016
|
|
|
$
|
400,024
|
|
Interest-bearing Demand, Savings, and Money Market Accounts
|
|
1,018,320
|
|
|
1,063,098
|
|
||
Time Deposits
|
|
333,425
|
|
|
349,034
|
|
||
|
|
|
|
|
||||
Total Deposits
|
|
1,779,761
|
|
|
1,812,156
|
|
||
|
|
|
|
|
||||
FHLB Advances and Other Borrowings
|
|
206,064
|
|
|
140,770
|
|
||
Accrued Interest Payable and Other Liabilities
|
|
22,450
|
|
|
10,804
|
|
||
|
|
|
|
|
||||
TOTAL LIABILITIES
|
|
2,008,275
|
|
|
1,963,730
|
|
||
|
|
|
|
|
||||
Commitments and Contingencies (Note 13)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
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
|
|
13,216
|
|
|
13,174
|
|
||
Additional Paid-in Capital
|
|
108,660
|
|
|
108,022
|
|
||
Retained Earnings
|
|
104,058
|
|
|
84,164
|
|
||
Accumulated Other Comprehensive Income (Loss)
|
|
2,890
|
|
|
(5,263
|
)
|
||
|
|
|
|
|
||||
TOTAL SHAREHOLDERS’ EQUITY
|
|
228,824
|
|
|
200,097
|
|
||
|
|
|
|
|
||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$
|
2,237,099
|
|
|
$
|
2,163,827
|
|
|
|
|
|
|
||||
End of period shares issued and outstanding
|
|
13,215,800
|
|
|
13,173,793
|
|
Consolidated Statements of Income
|
Dollars in thousands, except per share data
|
|
|
Years Ended December 31,
|
||||||||||
|
|
|
|
|
|
|
||||||
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
INTEREST INCOME
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
||||||
Interest and Fees on Loans
|
|
$
|
65,597
|
|
|
$
|
61,632
|
|
|
$
|
61,691
|
|
Interest on Federal Funds Sold and Other Short-term Investments
|
|
12
|
|
|
30
|
|
|
91
|
|
|||
Interest and Dividends on Securities:
|
|
|
|
|
|
|
|
|
|
|||
Taxable
|
|
10,409
|
|
|
11,091
|
|
|
12,946
|
|
|||
Non-taxable
|
|
4,368
|
|
|
2,919
|
|
|
2,432
|
|
|||
|
|
|
|
|
|
|
||||||
TOTAL INTEREST INCOME
|
|
80,386
|
|
|
75,672
|
|
|
77,160
|
|
|||
|
|
|
|
|
|
|
||||||
INTEREST EXPENSE
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
||||||
Interest on Deposits
|
|
4,128
|
|
|
4,697
|
|
|
6,958
|
|
|||
Interest on FHLB Advances and Other Borrowings
|
|
1,919
|
|
|
2,458
|
|
|
3,954
|
|
|||
|
|
|
|
|
|
|
||||||
TOTAL INTEREST EXPENSE
|
|
6,047
|
|
|
7,155
|
|
|
10,912
|
|
|||
|
|
|
|
|
|
|
||||||
NET INTEREST INCOME
|
|
74,339
|
|
|
68,517
|
|
|
66,248
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for Loan Losses
|
|
150
|
|
|
350
|
|
|
2,412
|
|
|||
|
|
|
|
|
|
|
||||||
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
|
|
74,189
|
|
|
68,167
|
|
|
63,836
|
|
|||
|
|
|
|
|
|
|
||||||
NON-INTEREST INCOME
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
||||||
Trust and Investment Product Fees
|
|
3,675
|
|
|
3,358
|
|
|
2,657
|
|
|||
Service Charges on Deposit Accounts
|
|
4,829
|
|
|
4,144
|
|
|
4,076
|
|
|||
Insurance Revenues
|
|
7,255
|
|
|
6,217
|
|
|
5,524
|
|
|||
Company Owned Life Insurance
|
|
826
|
|
|
965
|
|
|
974
|
|
|||
Interchange Fee Income
|
|
1,961
|
|
|
1,854
|
|
|
1,724
|
|
|||
Other Operating Income
|
|
2,018
|
|
|
2,003
|
|
|
1,955
|
|
|||
Net Gains on Sales of Loans
|
|
1,892
|
|
|
2,645
|
|
|
3,234
|
|
|||
Net Gains on Securities
|
|
1,481
|
|
|
2,429
|
|
|
1,667
|
|
|||
|
|
|
|
|
|
|
||||||
TOTAL NON-INTEREST INCOME
|
|
23,937
|
|
|
23,615
|
|
|
21,811
|
|
|||
|
|
|
|
|
|
|
||||||
NON-INTEREST EXPENSE
|
|
|
|
|
|
|
|
|
|
|||
Salaries and Employee Benefits
|
|
32,710
|
|
|
31,482
|
|
|
29,086
|
|
|||
Occupancy Expense
|
|
5,094
|
|
|
4,545
|
|
|
4,277
|
|
|||
Furniture and Equipment Expense
|
|
1,953
|
|
|
1,898
|
|
|
1,979
|
|
|||
FDIC Premiums
|
|
1,113
|
|
|
1,050
|
|
|
1,116
|
|
|||
Data Processing Fees
|
|
3,675
|
|
|
3,133
|
|
|
1,879
|
|
|||
Professional Fees
|
|
2,294
|
|
|
2,577
|
|
|
2,247
|
|
|||
Advertising and Promotion
|
|
1,977
|
|
|
1,863
|
|
|
1,714
|
|
|||
Intangible Amortization
|
|
1,254
|
|
|
1,416
|
|
|
1,655
|
|
|||
Other Operating Expenses
|
|
7,643
|
|
|
6,941
|
|
|
6,970
|
|
|||
|
|
|
|
|
|
|
||||||
TOTAL NON-INTEREST EXPENSE
|
|
57,713
|
|
|
54,905
|
|
|
50,923
|
|
|||
|
|
|
|
|
|
|
||||||
Income before Income Taxes
|
|
40,413
|
|
|
36,877
|
|
|
34,724
|
|
|||
Income Tax Expense
|
|
12,069
|
|
|
11,464
|
|
|
10,669
|
|
|||
|
|
|
|
|
|
|
||||||
NET INCOME
|
|
$
|
28,344
|
|
|
$
|
25,413
|
|
|
$
|
24,055
|
|
|
|
|
|
|
|
|
||||||
Basic Earnings per Share
|
|
$
|
2.15
|
|
|
$
|
1.99
|
|
|
$
|
1.91
|
|
Diluted Earnings per Share
|
|
$
|
2.14
|
|
|
$
|
1.98
|
|
|
$
|
1.90
|
|
Consolidated Statements of Comprehensive Income
|
Dollars in thousands, except per share data
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
|
|
|
|
|
|
|
||||||
NET INCOME
|
|
$
|
28,344
|
|
|
$
|
25,413
|
|
|
$
|
24,055
|
|
|
|
|
|
|
|
|
||||||
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|||
Unrealized Gains (Losses) on Securities
|
|
|
|
|
|
|
|
|
|
|||
Unrealized Holding Gain (Loss) Arising During the Period
|
|
14,146
|
|
|
(22,169
|
)
|
|
1,495
|
|
|||
Reclassification Adjustment for (Gains) Losses Included in Net Income
|
|
(1,481
|
)
|
|
(2,429
|
)
|
|
(1,667
|
)
|
|||
Tax Effect
|
|
(4,476
|
)
|
|
8,724
|
|
|
48
|
|
|||
Net of Tax
|
|
8,189
|
|
|
(15,874
|
)
|
|
(124
|
)
|
|||
Defined Benefit Pension Plans
|
|
|
|
|
|
|
|
|
|
|||
Net Gain (Loss) Arising During the Period
|
|
—
|
|
|
749
|
|
|
(155
|
)
|
|||
Reclassification Adjustment for Amortization of Prior Service Cost and Net (Gain) Loss Included in Net Periodic Pension Cost
|
|
—
|
|
|
(373
|
)
|
|
78
|
|
|||
Tax Effect
|
|
—
|
|
|
(145
|
)
|
|
30
|
|
|||
Net of Tax
|
|
—
|
|
|
231
|
|
|
(47
|
)
|
|||
Postretirement Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|||
Net Gain (Loss) Arising During the Period
|
|
(96
|
)
|
|
80
|
|
|
(79
|
)
|
|||
Reclassification Adjustment for Amortization of Prior Service Cost and Net (Gain) Loss Included in Net Periodic Pension Cost
|
|
50
|
|
|
(37
|
)
|
|
42
|
|
|||
Tax Effect
|
|
10
|
|
|
(14
|
)
|
|
16
|
|
|||
Net of Tax
|
|
(36
|
)
|
|
29
|
|
|
(21
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total Other Comprehensive Income (Loss)
|
|
8,153
|
|
|
(15,614
|
)
|
|
(192
|
)
|
|||
|
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME
|
|
$
|
36,497
|
|
|
$
|
9,799
|
|
|
$
|
23,863
|
|
Consolidated Statements of Changes in Shareholders’ Equity
|
Dollars in thousands, except per share data
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Shareholders' Equity
|
|||||||||||
Balances, January 1, 2012
|
|
12,594,258
|
|
|
$
|
12,594
|
|
|
$
|
95,039
|
|
|
$
|
49,434
|
|
|
$
|
10,543
|
|
|
$
|
167,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net Income
|
|
|
|
|
|
|
|
|
|
|
24,055
|
|
|
|
|
|
24,055
|
|
|||||
Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(192
|
)
|
|
(192
|
)
|
|||||
Cash Dividends ($.56 per share)
|
|
|
|
|
|
|
|
|
|
|
(7,068
|
)
|
|
|
|
|
(7,068
|
)
|
|||||
Issuance of Common Stock for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Exercise of Stock Options
|
|
7,278
|
|
|
8
|
|
|
29
|
|
|
|
|
|
|
|
|
37
|
|
|||||
Restricted Share Grants
|
|
35,120
|
|
|
35
|
|
|
593
|
|
|
|
|
|
|
|
|
628
|
|
|||||
Employee Stock Purchase Plan
|
|
|
|
|
|
|
|
(67
|
)
|
|
|
|
|
|
|
|
(67
|
)
|
|||||
Income Tax Benefit From Restricted Share Grant
|
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
|
23
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balances, December 31, 2012
|
|
12,636,656
|
|
|
12,637
|
|
|
95,617
|
|
|
66,421
|
|
|
10,351
|
|
|
185,026
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net Income
|
|
|
|
|
|
|
|
|
|
|
25,413
|
|
|
|
|
|
25,413
|
|
|||||
Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,614
|
)
|
|
(15,614
|
)
|
|||||
Cash Dividends ($.60 per share)
|
|
|
|
|
|
|
|
|
|
|
(7,670
|
)
|
|
|
|
|
(7,670
|
)
|
|||||
Issuance of Common Stock for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercise of Stock Options
|
|
1,999
|
|
|
2
|
|
|
18
|
|
|
|
|
|
|
|
|
20
|
|
|||||
Acquisition of United Commerce Bancorp
|
|
502,560
|
|
|
503
|
|
|
12,071
|
|
|
|
|
|
|
|
|
12,574
|
|
|||||
Restricted Share Grants
|
|
32,578
|
|
|
32
|
|
|
297
|
|
|
|
|
|
|
|
|
329
|
|
|||||
Employee Stock Purchase Plan
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
(9
|
)
|
|||||
Income Tax Benefit From Restricted Share Grant
|
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
|
28
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balances, December 31, 2013
|
|
13,173,793
|
|
|
13,174
|
|
|
108,022
|
|
|
84,164
|
|
|
(5,263
|
)
|
|
200,097
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net Income
|
|
|
|
|
|
|
|
|
|
|
28,344
|
|
|
|
|
|
28,344
|
|
|||||
Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,153
|
|
|
8,153
|
|
|||||
Cash Dividends ($.64 per share)
|
|
|
|
|
|
|
|
|
|
|
(8,450
|
)
|
|
|
|
|
(8,450
|
)
|
|||||
Issuance of Common Stock for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercise of Stock Options
|
|
6,640
|
|
|
7
|
|
|
43
|
|
|
|
|
|
|
|
|
50
|
|
|||||
Restricted Share Grants
|
|
35,367
|
|
|
35
|
|
|
592
|
|
|
|
|
|
|
|
|
627
|
|
|||||
Employee Stock Purchase Plan
|
|
|
|
|
|
|
|
(37
|
)
|
|
|
|
|
|
|
|
(37
|
)
|
|||||
Income Tax Benefit From Restricted Share Grant
|
|
|
|
|
|
|
|
40
|
|
|
|
|
|
|
|
|
40
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balances, December 31, 2014
|
|
13,215,800
|
|
|
$
|
13,216
|
|
|
$
|
108,660
|
|
|
$
|
104,058
|
|
|
$
|
2,890
|
|
|
$
|
228,824
|
|
Consolidated Statements of Cash Flows
|
Dollars in thousands
|
|
|
Years Ended December 31,
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Net Income
|
|
$
|
28,344
|
|
|
$
|
25,413
|
|
|
$
|
24,055
|
|
Adjustments to Reconcile Net Income to Net Cash from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|||
Net Amortization on Securities
|
|
2,025
|
|
|
2,875
|
|
|
4,567
|
|
|||
Depreciation and Amortization
|
|
4,810
|
|
|
4,461
|
|
|
4,688
|
|
|||
Loans Originated for Sale
|
|
(96,760
|
)
|
|
(158,845
|
)
|
|
(181,993
|
)
|
|||
Proceeds from Sales of Loans Held-for-Sale
|
|
101,608
|
|
|
169,242
|
|
|
189,984
|
|
|||
Provision for Loan Losses
|
|
150
|
|
|
350
|
|
|
2,412
|
|
|||
Gain on Sale of Loans, net
|
|
(1,892
|
)
|
|
(2,645
|
)
|
|
(3,234
|
)
|
|||
Gain on Securities, net
|
|
(1,481
|
)
|
|
(2,429
|
)
|
|
(1,667
|
)
|
|||
Loss (Gain) on Sales of Other Real Estate and Repossessed Assets
|
|
(58
|
)
|
|
291
|
|
|
(221
|
)
|
|||
Loss (Gain) on Disposition and Impairment of Premises and Equipment
|
|
93
|
|
|
(70
|
)
|
|
(1
|
)
|
|||
Post Retirement Medical Benefit
|
|
29
|
|
|
17
|
|
|
31
|
|
|||
Increase in Cash Surrender Value of Company Owned Life Insurance
|
|
(865
|
)
|
|
(955
|
)
|
|
(960
|
)
|
|||
Equity Based Compensation
|
|
627
|
|
|
329
|
|
|
628
|
|
|||
Excess Tax Benefit from Restricted Share Grant
|
|
(40
|
)
|
|
(28
|
)
|
|
(23
|
)
|
|||
Change in Assets and Liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Interest Receivable and Other Assets
|
|
(10,119
|
)
|
|
6,016
|
|
|
3,433
|
|
|||
Interest Payable and Other Liabilities
|
|
9,957
|
|
|
(2,376
|
)
|
|
298
|
|
|||
Net Cash from Operating Activities
|
|
36,428
|
|
|
41,646
|
|
|
41,997
|
|
|||
|
|
|
|
|
|
|
||||||
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
|
|
78,735
|
|
|
136,173
|
|
|
143,253
|
|
|||
Proceeds from Sales of Securities Available-for-Sale
|
|
60,164
|
|
|
162,344
|
|
|
92,344
|
|
|||
Purchase of Securities Available-for-Sale
|
|
(151,740
|
)
|
|
(271,218
|
)
|
|
(312,063
|
)
|
|||
Proceeds from Maturities of Securities Held-to-Maturity
|
|
84
|
|
|
78
|
|
|
344
|
|
|||
Proceeds from Redemption of Federal Home Loan Bank Stock
|
|
1,964
|
|
|
—
|
|
|
—
|
|
|||
Purchase of Loans
|
|
(8,132
|
)
|
|
(744
|
)
|
|
—
|
|
|||
Proceeds from Sales of Loans
|
|
—
|
|
|
3,250
|
|
|
9,560
|
|
|||
Loans Made to Customers, net of Payments Received
|
|
(58,587
|
)
|
|
(102,722
|
)
|
|
(98,620
|
)
|
|||
Proceeds from Sales of Other Real Estate
|
|
2,045
|
|
|
2,081
|
|
|
3,899
|
|
|||
Property and Equipment Expenditures
|
|
(3,053
|
)
|
|
(3,659
|
)
|
|
(3,617
|
)
|
|||
Proceeds from Sales of Property and Equipment
|
|
23
|
|
|
88
|
|
|
1
|
|
|||
Acquire Capitalized Lease
|
|
—
|
|
|
(1,455
|
)
|
|
—
|
|
|||
Acquisition of United Commerce Bank
|
|
—
|
|
|
5,858
|
|
|
—
|
|
|||
Net Cash from Investing Activities
|
|
(78,497
|
)
|
|
(67,236
|
)
|
|
(161,663
|
)
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Change in Deposits
|
|
(32,364
|
)
|
|
64,645
|
|
|
84,779
|
|
|||
Change in Short-term Borrowings
|
|
87,940
|
|
|
(18,000
|
)
|
|
31,515
|
|
|||
Advances in Long-term Debt
|
|
20,321
|
|
|
47,000
|
|
|
20,000
|
|
|||
Repayments of Long-term Debt
|
|
(43,117
|
)
|
|
(49,379
|
)
|
|
(21,569
|
)
|
|||
Issuance of Common Stock
|
|
50
|
|
|
20
|
|
|
37
|
|
|||
Income Tax Benefit from Restricted Share Grant
|
|
40
|
|
|
28
|
|
|
23
|
|
|||
Employee Stock Purchase Plan
|
|
(37
|
)
|
|
(9
|
)
|
|
(67
|
)
|
|||
Dividends Paid
|
|
(8,450
|
)
|
|
(7,670
|
)
|
|
(7,068
|
)
|
|||
Net Cash from Financing Activities
|
|
24,383
|
|
|
36,635
|
|
|
107,650
|
|
|||
|
|
|
|
|
|
|
||||||
Net Change in Cash and Cash Equivalents
|
|
(17,686
|
)
|
|
11,045
|
|
|
(12,016
|
)
|
|||
Cash and Cash Equivalents at Beginning of Year
|
|
60,132
|
|
|
49,087
|
|
|
61,103
|
|
|||
Cash and Cash Equivalents at End of Year
|
|
$
|
42,446
|
|
|
$
|
60,132
|
|
|
$
|
49,087
|
|
|
|
|
|
|
|
|
||||||
Cash Paid During the Year for
|
|
|
|
|
|
|
|
|
|
|||
Interest
|
|
$
|
6,071
|
|
|
$
|
7,653
|
|
|
$
|
11,521
|
|
Income Taxes
|
|
11,267
|
|
|
10,268
|
|
|
8,990
|
|
|||
|
|
|
|
|
|
|
||||||
Supplemental Non Cash Disclosures (See Note 17 for Business Combinations)
|
|
|
|
|
|
|
|
|
|
|||
Loans Transferred to Other Real Estate
|
|
$
|
1,314
|
|
|
$
|
851
|
|
|
$
|
2,980
|
|
Securities Transferred to Accounts Receivable
|
|
—
|
|
|
—
|
|
|
45,803
|
|
|||
Accounts Receivable Transferred to Securities
|
|
—
|
|
|
(45,803
|
)
|
|
(43,167
|
)
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
Securities Available-for-Sale:
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury and Agency Securities
|
|
$
|
20,000
|
|
|
$
|
—
|
|
|
$
|
(439
|
)
|
|
$
|
19,561
|
|
Obligations of State and Political Subdivisions
|
|
147,321
|
|
|
6,515
|
|
|
(59
|
)
|
|
153,777
|
|
||||
Mortgage-backed Securities – Residential
|
|
458,709
|
|
|
3,615
|
|
|
(5,020
|
)
|
|
457,304
|
|
||||
Equity Securities
|
|
353
|
|
|
—
|
|
|
—
|
|
|
353
|
|
||||
Total
|
|
$
|
626,383
|
|
|
$
|
10,130
|
|
|
$
|
(5,518
|
)
|
|
$
|
630,995
|
|
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury and Agency Securities
|
|
$
|
20,000
|
|
|
$
|
—
|
|
|
$
|
(1,048
|
)
|
|
$
|
18,952
|
|
Obligations of State and Political Subdivisions
|
|
112,008
|
|
|
2,388
|
|
|
(899
|
)
|
|
113,497
|
|
||||
Mortgage-backed Securities - Residential
|
|
481,724
|
|
|
3,497
|
|
|
(11,991
|
)
|
|
473,230
|
|
||||
Equity Securities
|
|
353
|
|
|
—
|
|
|
—
|
|
|
353
|
|
||||
Total
|
|
$
|
614,085
|
|
|
$
|
5,885
|
|
|
$
|
(13,938
|
)
|
|
$
|
606,032
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
Securities Held-to-Maturity:
|
|
Carrying Amount
|
|
Gross Unrecognized Gains
|
|
Gross Unrecognized Losses
|
|
Fair Value
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Obligations of State and Political Subdivisions
|
|
$
|
184
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
186
|
|
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Obligations of State and Political Subdivisions
|
|
$
|
268
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
271
|
|
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
Securities Available-for-Sale:
|
|
|
|
|
|
|
||
Due in one year or less
|
|
$
|
3,768
|
|
|
$
|
3,815
|
|
Due after one year through five years
|
|
17,960
|
|
|
17,895
|
|
||
Due after five years through ten years
|
|
72,853
|
|
|
75,597
|
|
||
Due after ten years
|
|
72,740
|
|
|
76,031
|
|
||
Mortgage-backed Securities - Residential
|
|
458,709
|
|
|
457,304
|
|
||
Equity Securities
|
|
353
|
|
|
353
|
|
||
Total
|
|
$
|
626,383
|
|
|
$
|
630,995
|
|
|
|
Carrying
Amount
|
|
Fair
Value
|
||||
Securities Held-to-Maturity:
|
|
|
|
|
|
|
||
Due in one year or less
|
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
|
184
|
|
|
186
|
|
||
Due after five years through ten years
|
|
—
|
|
|
—
|
|
||
Due after ten years
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
184
|
|
|
$
|
186
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
Available-
for-Sale
|
|
Available-
for-Sale
|
|
Available-
for-Sale
|
||||||
|
|
|
|
|
|
|
||||||
Proceeds from Sales
|
|
$
|
60,164
|
|
|
$
|
162,344
|
|
|
$
|
92,344
|
|
Gross Gains on Sales
|
|
1,481
|
|
|
2,086
|
|
|
1,667
|
|
|||
|
|
|
|
|
|
|
||||||
Income Taxes on Gross Gains
|
|
518
|
|
|
730
|
|
|
583
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
||||||||||||
At December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Treasury and Agency Securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,561
|
|
|
$
|
(439
|
)
|
|
$
|
19,561
|
|
|
$
|
(439
|
)
|
Obligations of State and Political Subdivisions
|
|
3,765
|
|
|
(25
|
)
|
|
4,298
|
|
|
(34
|
)
|
|
8,063
|
|
|
(59
|
)
|
||||||
Mortgage-backed Securities - Residential
|
|
26,606
|
|
|
(191
|
)
|
|
209,679
|
|
|
(4,829
|
)
|
|
236,285
|
|
|
(5,020
|
)
|
||||||
Equity Securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
30,371
|
|
|
$
|
(216
|
)
|
|
$
|
233,538
|
|
|
$
|
(5,302
|
)
|
|
$
|
263,909
|
|
|
$
|
(5,518
|
)
|
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
||||||||||||
At December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Treasury and Agency Securities
|
|
$
|
18,952
|
|
|
$
|
(1,048
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,952
|
|
|
$
|
(1,048
|
)
|
Obligations of State and Political Subdivisions
|
|
38,878
|
|
|
(899
|
)
|
|
—
|
|
|
—
|
|
|
38,878
|
|
|
(899
|
)
|
||||||
Mortgage-backed Securities - Residential
|
|
346,028
|
|
|
(11,903
|
)
|
|
1,735
|
|
|
(88
|
)
|
|
347,763
|
|
|
(11,991
|
)
|
||||||
Equity Securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
403,858
|
|
|
$
|
(13,850
|
)
|
|
$
|
1,735
|
|
|
$
|
(88
|
)
|
|
$
|
405,593
|
|
|
$
|
(13,938
|
)
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
|
Notional
Amount
|
|
Fair Value
|
|
Notional
Amount
|
|
Fair Value
|
||||||||
Included in Other Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Rate Swaps
|
|
$
|
23,104
|
|
|
$
|
507
|
|
|
$
|
17,853
|
|
|
$
|
866
|
|
|
|
|
|
|
|
|
|
|
||||||||
Included in Other Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Rate Swaps
|
|
$
|
23,104
|
|
|
$
|
508
|
|
|
$
|
17,853
|
|
|
$
|
737
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest Rate Swaps:
|
|
|
|
|
|
|
|
|
|
|||
Included in Interest Income / (Expense)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Included in Other Income / (Expense)
|
|
15
|
|
|
528
|
|
|
163
|
|
|
|
2014
|
|
|
2013
|
|
||
Commercial:
|
|
|
|
|
|
|
||
Commercial and Industrial Loans and Leases
|
|
$
|
380,079
|
|
|
$
|
350,955
|
|
Commercial Real Estate Loans
|
|
583,086
|
|
|
582,066
|
|
||
Agricultural Loans
|
|
216,774
|
|
|
192,880
|
|
||
Retail:
|
|
|
|
|
|
|
||
Home Equity Loans
|
|
86,234
|
|
|
81,504
|
|
||
Consumer Loans
|
|
48,613
|
|
|
49,124
|
|
||
Residential Mortgage Loans
|
|
137,204
|
|
|
128,683
|
|
||
Subtotal
|
|
1,451,990
|
|
|
1,385,212
|
|
||
Less: Unearned Income
|
|
(4,008
|
)
|
|
(2,830
|
)
|
||
Allowance for Loan Losses
|
|
(14,929
|
)
|
|
(14,584
|
)
|
||
Loans, net
|
|
$
|
1,433,053
|
|
|
$
|
1,367,798
|
|
|
|
Commercial
and
Industrial
Loans and
Leases
|
|
Commercial
Real Estate
Loans
|
|
Agricultural
Loans
|
|
Home
Equity
Loans
|
|
Consumer
Loans
|
|
Residential
Mortgage
Loans
|
|
Unallocated
|
|
Total
|
||||||||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Beginning Balance
|
|
$
|
3,983
|
|
|
$
|
8,335
|
|
|
$
|
946
|
|
|
$
|
239
|
|
|
$
|
188
|
|
|
$
|
281
|
|
|
$
|
612
|
|
|
$
|
14,584
|
|
Provision for Loan Losses
|
|
732
|
|
|
(1,596
|
)
|
|
177
|
|
|
37
|
|
|
291
|
|
|
437
|
|
|
72
|
|
|
150
|
|
||||||||
Recoveries
|
|
111
|
|
|
863
|
|
|
—
|
|
|
42
|
|
|
173
|
|
|
21
|
|
|
—
|
|
|
1,210
|
|
||||||||
Loans Charged-off
|
|
(199
|
)
|
|
(329
|
)
|
|
—
|
|
|
(72
|
)
|
|
(298
|
)
|
|
(117
|
)
|
|
—
|
|
|
(1,015
|
)
|
||||||||
Ending Balance
|
|
$
|
4,627
|
|
|
$
|
7,273
|
|
|
$
|
1,123
|
|
|
$
|
246
|
|
|
$
|
354
|
|
|
$
|
622
|
|
|
$
|
684
|
|
|
$
|
14,929
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Commercial
and
Industrial
Loans and
Leases
|
|
Commercial
Real Estate
Loans
|
|
Agricultural
Loans
|
|
Home
Equity
Loans
|
|
Consumer
Loans
|
|
Residential
Mortgage
Loans
|
|
Unallocated
|
|
Total
|
||||||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Beginning Balance
|
|
$
|
4,555
|
|
|
$
|
8,931
|
|
|
$
|
989
|
|
|
$
|
141
|
|
|
$
|
214
|
|
|
$
|
186
|
|
|
$
|
504
|
|
|
$
|
15,520
|
|
Provision for Loan Losses
|
|
(197
|
)
|
|
(160
|
)
|
|
(43
|
)
|
|
419
|
|
|
112
|
|
|
111
|
|
|
108
|
|
|
350
|
|
||||||||
Recoveries
|
|
128
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
8
|
|
|
—
|
|
|
386
|
|
||||||||
Loans Charged-off
|
|
(503
|
)
|
|
(538
|
)
|
|
—
|
|
|
(321
|
)
|
|
(286
|
)
|
|
(24
|
)
|
|
—
|
|
|
(1,672
|
)
|
||||||||
Ending Balance
|
|
$
|
3,983
|
|
|
$
|
8,335
|
|
|
$
|
946
|
|
|
$
|
239
|
|
|
$
|
188
|
|
|
$
|
281
|
|
|
$
|
612
|
|
|
$
|
14,584
|
|
|
|
Commercial
and
Industrial
Loans and
Leases
|
|
Commercial
Real Estate
Loans
|
|
Agricultural
Loans
|
|
Home
Equity
Loans
|
|
Consumer
Loans
|
|
Residential
Mortgage
Loans
|
|
Unallocated
|
|
Total
|
||||||||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Beginning Balance
|
|
$
|
3,493
|
|
|
$
|
9,297
|
|
|
$
|
926
|
|
|
$
|
258
|
|
|
$
|
190
|
|
|
$
|
402
|
|
|
$
|
746
|
|
|
$
|
15,312
|
|
Provision for Loan Losses
|
|
1,150
|
|
|
1,326
|
|
|
63
|
|
|
(32
|
)
|
|
194
|
|
|
(47
|
)
|
|
(242
|
)
|
|
2,412
|
|
||||||||
Recoveries
|
|
74
|
|
|
97
|
|
|
—
|
|
|
2
|
|
|
123
|
|
|
30
|
|
|
—
|
|
|
326
|
|
||||||||
Loans Charged-off
|
|
(162
|
)
|
|
(1,789
|
)
|
|
—
|
|
|
(87
|
)
|
|
(293
|
)
|
|
(199
|
)
|
|
—
|
|
|
(2,530
|
)
|
||||||||
Ending Balance
|
|
$
|
4,555
|
|
|
$
|
8,931
|
|
|
$
|
989
|
|
|
$
|
141
|
|
|
$
|
214
|
|
|
$
|
186
|
|
|
$
|
504
|
|
|
$
|
15,520
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
December 31, 2014
|
|
Total
|
|
Commercial
and
Industrial
Loans and Leases
|
|
Commercial
Real Estate Loans
|
|
Agricultural Loans
|
|
Home
Equity Loans
|
|
Consumer Loans
|
|
Residential
Mortgage Loans
|
|
Unallocated
|
||||||||||||||||
Allowance for Loan Losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ending Allowance Balance Attributable to Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Individually Evaluated for Impairment
|
|
$
|
1,532
|
|
|
$
|
87
|
|
|
$
|
1,445
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively Evaluated for Impairment
|
|
13,343
|
|
|
4,540
|
|
|
5,818
|
|
|
1,123
|
|
|
246
|
|
|
354
|
|
|
578
|
|
|
684
|
|
||||||||
Acquired with Deteriorated Credit Quality
|
|
54
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
||||||||
Total Ending Allowance Balance
|
|
$
|
14,929
|
|
|
$
|
4,627
|
|
|
$
|
7,273
|
|
|
$
|
1,123
|
|
|
$
|
246
|
|
|
$
|
354
|
|
|
$
|
622
|
|
|
$
|
684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loans Individually Evaluated for Impairment
|
|
$
|
6,044
|
|
|
$
|
1,964
|
|
|
$
|
4,080
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loans Collectively Evaluated for Impairment
|
|
1,443,363
|
|
|
378,533
|
|
|
573,961
|
|
|
219,640
|
|
|
86,570
|
|
|
48,614
|
|
|
136,045
|
|
|
—
|
|
||||||||
Loans Acquired with Deteriorated Credit Quality
|
|
8,361
|
|
|
354
|
|
|
6,385
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
1,504
|
|
|
—
|
|
||||||||
Total Ending Loans Balance
(1)
|
|
$
|
1,457,768
|
|
|
$
|
380,851
|
|
|
$
|
584,426
|
|
|
$
|
219,640
|
|
|
$
|
86,570
|
|
|
$
|
48,732
|
|
|
$
|
137,549
|
|
|
$
|
—
|
|
December 31, 2013
|
|
Total
|
|
Commercial
and
Industrial
Loans and Leases
|
|
Commercial
Real Estate Loans
|
|
Agricultural Loans
|
|
Home
Equity Loans
|
|
Consumer Loans
|
|
Residential
Mortgage Loans
|
|
Unallocated
|
||||||||||||||||
Allowance for Loan Losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ending Allowance Balance Attributable to Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Individually Evaluated for Impairment
|
|
$
|
3,095
|
|
|
$
|
45
|
|
|
$
|
3,050
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively Evaluated for Impairment
|
|
11,481
|
|
|
3,938
|
|
|
5,277
|
|
|
946
|
|
|
239
|
|
|
188
|
|
|
281
|
|
|
612
|
|
||||||||
Acquired with Deteriorated Credit Quality
|
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total Ending Allowance Balance
|
|
$
|
14,584
|
|
|
$
|
3,983
|
|
|
$
|
8,335
|
|
|
$
|
946
|
|
|
$
|
239
|
|
|
$
|
188
|
|
|
$
|
281
|
|
|
$
|
612
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loans Individually Evaluated for Impairment
|
|
$
|
8,458
|
|
|
$
|
2,114
|
|
|
$
|
6,344
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loans Collectively Evaluated for Impairment
|
|
1,367,591
|
|
|
347,808
|
|
|
566,389
|
|
|
195,171
|
|
|
81,812
|
|
|
49,131
|
|
|
127,280
|
|
|
—
|
|
||||||||
Loans Acquired with Deteriorated Credit Quality
|
|
14,753
|
|
|
1,981
|
|
|
10,871
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|
1,767
|
|
|
—
|
|
||||||||
Total Ending Loans Balance
(1)
|
|
$
|
1,390,802
|
|
|
$
|
351,903
|
|
|
$
|
583,604
|
|
|
$
|
195,171
|
|
|
$
|
81,812
|
|
|
$
|
49,265
|
|
|
$
|
129,047
|
|
|
$
|
—
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Unpaid
Principal
Balance
(1)
|
|
Recorded
Investment
|
|
Allowance for
Loan Losses
Allocated
|
||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|||
With No Related Allowance Recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and Industrial Loans and Leases
|
|
$
|
1,887
|
|
|
$
|
1,877
|
|
|
$
|
—
|
|
Commercial Real Estate Loans
|
|
1,944
|
|
|
1,447
|
|
|
—
|
|
|||
Agricultural Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Subtotal
|
|
3,831
|
|
|
3,324
|
|
|
—
|
|
|||
With An Allowance Recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and Industrial Loans and Leases
|
|
84
|
|
|
87
|
|
|
87
|
|
|||
Commercial Real Estate Loans
|
|
3,653
|
|
|
2,975
|
|
|
1,455
|
|
|||
Agricultural Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Subtotal
|
|
3,737
|
|
|
3,062
|
|
|
1,542
|
|
|||
Total
|
|
$
|
7,568
|
|
|
$
|
6,386
|
|
|
$
|
1,542
|
|
|
|
|
|
|
|
|
||||||
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
|
|
$
|
289
|
|
|
$
|
133
|
|
|
$
|
—
|
|
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above)
|
|
$
|
759
|
|
|
$
|
209
|
|
|
$
|
10
|
|
|
|
Unpaid
Principal
Balance
(1)
|
|
Recorded
Investment
|
|
Allowance for
Loan Losses
Allocated
|
||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|||
With No Related Allowance Recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and Industrial Loans and Leases
|
|
$
|
2,163
|
|
|
$
|
2,072
|
|
|
$
|
—
|
|
Commercial Real Estate Loans
|
|
4,710
|
|
|
2,383
|
|
|
—
|
|
|||
Agricultural Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Subtotal
|
|
6,873
|
|
|
4,455
|
|
|
—
|
|
|||
With An Allowance Recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and Industrial Loans and Leases
|
|
45
|
|
|
45
|
|
|
45
|
|
|||
Commercial Real Estate Loans
|
|
4,428
|
|
|
4,417
|
|
|
3,058
|
|
|||
Agricultural Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Subtotal
|
|
4,473
|
|
|
4,462
|
|
|
3,103
|
|
|||
Total
|
|
$
|
11,346
|
|
|
$
|
8,917
|
|
|
$
|
3,103
|
|
|
|
|
|
|
|
|
||||||
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
|
|
$
|
987
|
|
|
$
|
451
|
|
|
$
|
—
|
|
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above)
|
|
$
|
33
|
|
|
$
|
8
|
|
|
$
|
8
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Cash
Basis
Recognized
|
||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|||
With No Related Allowance Recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and Industrial Loans and Leases
|
|
$
|
2,082
|
|
|
$
|
132
|
|
|
$
|
135
|
|
Commercial Real Estate Loans
|
|
2,489
|
|
|
84
|
|
|
81
|
|
|||
Agricultural Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Subtotal
|
|
4,571
|
|
|
216
|
|
|
216
|
|
|||
With An Allowance Recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and Industrial Loans and Leases
|
|
1,222
|
|
|
2
|
|
|
2
|
|
|||
Commercial Real Estate Loans
|
|
3,074
|
|
|
20
|
|
|
16
|
|
|||
Agricultural Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Subtotal
|
|
4,296
|
|
|
22
|
|
|
18
|
|
|||
Total
|
|
$
|
8,867
|
|
|
$
|
238
|
|
|
$
|
234
|
|
|
|
|
|
|
|
|
||||||
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
|
|
$
|
421
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above)
|
|
$
|
328
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Cash
Basis
Recognized
|
||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|||
With No Related Allowance Recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and Industrial Loans and Leases
|
|
$
|
1,192
|
|
|
$
|
65
|
|
|
$
|
65
|
|
Commercial Real Estate Loans
|
|
2,251
|
|
|
5
|
|
|
7
|
|
|||
Agricultural Loans
|
|
1,420
|
|
|
209
|
|
|
225
|
|
|||
Subtotal
|
|
4,863
|
|
|
279
|
|
|
297
|
|
|||
With An Allowance Recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and Industrial Loans and Leases
|
|
1,360
|
|
|
3
|
|
|
3
|
|
|||
Commercial Real Estate Loans
|
|
5,424
|
|
|
22
|
|
|
18
|
|
|||
Agricultural Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Subtotal
|
|
6,784
|
|
|
25
|
|
|
21
|
|
|||
Total
|
|
$
|
11,647
|
|
|
$
|
304
|
|
|
$
|
318
|
|
|
|
|
|
|
|
|
||||||
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
|
|
$
|
30
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above)
|
|
$
|
142
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Cash
Basis
Recognized
|
||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|||
With No Related Allowance Recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and Industrial Loans and Leases
|
|
$
|
252
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Commercial Real Estate Loans
|
|
4,506
|
|
|
18
|
|
|
18
|
|
|||
Agricultural Loans
|
|
535
|
|
|
2
|
|
|
2
|
|
|||
Subtotal
|
|
5,293
|
|
|
23
|
|
|
23
|
|
|||
With An Allowance Recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial and Industrial Loans and Leases
|
|
2,726
|
|
|
9
|
|
|
8
|
|
|||
Commercial Real Estate Loans
|
|
6,660
|
|
|
23
|
|
|
19
|
|
|||
Agricultural Loans
|
|
74
|
|
|
—
|
|
|
—
|
|
|||
Subtotal
|
|
9,460
|
|
|
32
|
|
|
27
|
|
|||
Total
|
|
$
|
14,753
|
|
|
$
|
55
|
|
|
$
|
50
|
|
|
|
|
|
|
|
|
||||||
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above)
|
|
$
|
26
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above)
|
|
$
|
154
|
|
|
$
|
6
|
|
|
$
|
4
|
|
|
|
|
|
|
|
Loans Past Due
90 Days or More
|
||||||||||
|
|
Non-Accrual
|
|
& Still Accruing
|
||||||||||||
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Commercial and Industrial Loans and Leases
|
|
$
|
161
|
|
|
$
|
31
|
|
|
$
|
68
|
|
|
$
|
—
|
|
Commercial Real Estate Loans
|
|
3,460
|
|
|
6,658
|
|
|
—
|
|
|
8
|
|
||||
Agricultural Loans
|
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
||||
Home Equity Loans
|
|
268
|
|
|
114
|
|
|
—
|
|
|
—
|
|
||||
Consumer Loans
|
|
196
|
|
|
236
|
|
|
—
|
|
|
—
|
|
||||
Residential Mortgage Loans
|
|
1,885
|
|
|
1,339
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
5,970
|
|
|
$
|
8,378
|
|
|
$
|
143
|
|
|
$
|
8
|
|
Loans Acquired With Deteriorated Credit Quality
(Included in the Total Above)
|
|
$
|
1,154
|
|
|
$
|
1,705
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Total
|
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
90 Days
or More
Past Due
|
|
Total
Past Due
|
|
Loans Not
Past Due
|
||||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and Industrial Loans and Leases
|
|
$
|
380,851
|
|
|
$
|
628
|
|
|
$
|
—
|
|
|
$
|
148
|
|
|
$
|
776
|
|
|
$
|
380,075
|
|
Commercial Real Estate Loans
|
|
584,426
|
|
|
504
|
|
|
10
|
|
|
753
|
|
|
1,267
|
|
|
583,159
|
|
||||||
Agricultural Loans
|
|
219,640
|
|
|
25
|
|
|
—
|
|
|
75
|
|
|
100
|
|
|
219,540
|
|
||||||
Home Equity Loans
|
|
86,570
|
|
|
197
|
|
|
4
|
|
|
268
|
|
|
469
|
|
|
86,101
|
|
||||||
Consumer Loans
|
|
48,732
|
|
|
132
|
|
|
28
|
|
|
75
|
|
|
235
|
|
|
48,497
|
|
||||||
Residential Mortgage Loans
|
|
137,549
|
|
|
2,046
|
|
|
329
|
|
|
1,720
|
|
|
4,095
|
|
|
133,454
|
|
||||||
Total
(1)
|
|
$
|
1,457,768
|
|
|
$
|
3,532
|
|
|
$
|
371
|
|
|
$
|
3,039
|
|
|
$
|
6,942
|
|
|
$
|
1,450,826
|
|
Loans Acquired With Deteriorated Credit Quality
(Included in the Total Above)
|
|
$
|
8,361
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
648
|
|
|
$
|
648
|
|
|
$
|
7,713
|
|
|
|
Total
|
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
90 Days
or More
Past Due
|
|
Total
Past Due
|
|
Loans Not
Past Due
|
||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and Industrial Loans and Leases
|
|
$
|
351,903
|
|
|
$
|
256
|
|
|
$
|
78
|
|
|
$
|
—
|
|
|
$
|
334
|
|
|
$
|
351,569
|
|
Commercial Real Estate Loans
|
|
583,604
|
|
|
613
|
|
|
62
|
|
|
2,234
|
|
|
2,909
|
|
|
580,695
|
|
||||||
Agricultural Loans
|
|
195,171
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
195,109
|
|
||||||
Home Equity Loans
|
|
81,812
|
|
|
303
|
|
|
33
|
|
|
114
|
|
|
450
|
|
|
81,362
|
|
||||||
Consumer Loans
|
|
49,265
|
|
|
149
|
|
|
66
|
|
|
102
|
|
|
317
|
|
|
48,948
|
|
||||||
Residential Mortgage Loans
|
|
129,047
|
|
|
2,206
|
|
|
192
|
|
|
1,115
|
|
|
3,513
|
|
|
125,534
|
|
||||||
Total
(1)
|
|
$
|
1,390,802
|
|
|
$
|
3,589
|
|
|
$
|
431
|
|
|
$
|
3,565
|
|
|
$
|
7,585
|
|
|
$
|
1,383,217
|
|
Loans Acquired With Deteriorated Credit Quality
(Included in the Total Above)
|
|
$
|
14,753
|
|
|
$
|
148
|
|
|
$
|
—
|
|
|
$
|
1,103
|
|
|
$
|
1,251
|
|
|
$
|
13,502
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Total
|
|
Performing
|
|
Non-Accrual
(1)
|
||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|||
Commercial and Industrial Loans and Leases
|
|
$
|
1,809
|
|
|
$
|
1,803
|
|
|
$
|
6
|
|
Commercial Real Estate Loans
|
|
2,841
|
|
|
960
|
|
|
1,881
|
|
|||
Total
|
|
$
|
4,650
|
|
|
$
|
2,763
|
|
|
$
|
1,887
|
|
|
|
Total
|
|
Performing
|
|
Non-Accrual
(1)
|
||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|||
Commercial and Industrial Loans and Leases
|
|
$
|
2,092
|
|
|
$
|
2,086
|
|
|
$
|
6
|
|
Commercial Real Estate Loans
|
|
4,325
|
|
|
364
|
|
|
3,961
|
|
|||
Total
|
|
$
|
6,417
|
|
|
$
|
2,450
|
|
|
$
|
3,967
|
|
December 31, 2014
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|||||
Commercial and Industrial Loans and Leases
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Real Estate Loans
|
|
1
|
|
|
201
|
|
|
197
|
|
||
Total
|
|
1
|
|
|
$
|
201
|
|
|
$
|
197
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
December 31, 2013
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|||||
Commercial and Industrial Loans and Leases
|
|
1
|
|
|
$
|
224
|
|
|
$
|
230
|
|
Commercial Real Estate Loans
|
|
1
|
|
|
81
|
|
|
118
|
|
||
Total
|
|
2
|
|
|
$
|
305
|
|
|
$
|
348
|
|
December 31, 2012
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|||||
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
|
|||
December 31, 2014
|
|
|
|
|
|
|
|
Commercial and Industrial Loans and Leases
|
|
—
|
|
|
$
|
—
|
|
Commercial Real Estate Loans
|
|
1
|
|
|
95
|
|
|
Total
|
|
1
|
|
|
$
|
95
|
|
Troubled Debt Restructurings That Subsequently Defaulted:
|
|
Number of Loans
|
|
Recorded Investment
|
|||
December 31, 2013
|
|
|
|
|
|
|
|
Commercial and Industrial Loans and Leases
|
|
—
|
|
|
$
|
—
|
|
Commercial Real Estate Loans
|
|
—
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
Troubled Debt Restructurings That Subsequently Defaulted:
|
|
Number of Loans
|
|
Recorded Investment
|
|||
December 31, 2012
|
|
|
|
|
|
|
|
Commercial and Industrial Loans and Leases
|
|
1
|
|
|
$
|
565
|
|
Commercial Real Estate Loans
|
|
3
|
|
|
1,377
|
|
|
Total
|
|
4
|
|
|
$
|
1,942
|
|
|
|
Pass
|
|
Special
Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial and Industrial Loans and Leases
|
|
$
|
351,250
|
|
|
$
|
18,387
|
|
|
$
|
11,214
|
|
|
$
|
—
|
|
|
$
|
380,851
|
|
Commercial Real Estate Loans
|
|
545,804
|
|
|
23,421
|
|
|
15,201
|
|
|
—
|
|
|
584,426
|
|
|||||
Agricultural Loans
|
|
214,974
|
|
|
4,211
|
|
|
455
|
|
|
—
|
|
|
219,640
|
|
|||||
Total
|
|
$
|
1,112,028
|
|
|
$
|
46,019
|
|
|
$
|
26,870
|
|
|
$
|
—
|
|
|
$
|
1,184,917
|
|
Loans Acquired with Deteriorated Credit Quality
(Included in the Total Above)
|
|
$
|
651
|
|
|
$
|
1,697
|
|
|
$
|
4,391
|
|
|
$
|
—
|
|
|
$
|
6,739
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Pass
|
|
Special
Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial and Industrial Loans and Leases
|
|
$
|
324,685
|
|
|
$
|
15,485
|
|
|
$
|
11,733
|
|
|
$
|
—
|
|
|
$
|
351,903
|
|
Commercial Real Estate Loans
|
|
539,533
|
|
|
20,168
|
|
|
23,903
|
|
|
—
|
|
|
583,604
|
|
|||||
Agricultural Loans
|
|
192,609
|
|
|
2,357
|
|
|
205
|
|
|
—
|
|
|
195,171
|
|
|||||
Total
|
|
$
|
1,056,827
|
|
|
$
|
38,010
|
|
|
$
|
35,841
|
|
|
$
|
—
|
|
|
$
|
1,130,678
|
|
Loans Acquired with Deteriorated Credit Quality
(Included in the Total Above)
|
|
$
|
3,121
|
|
|
$
|
661
|
|
|
$
|
9,070
|
|
|
$
|
—
|
|
|
$
|
12,852
|
|
|
|
Home Equity
Loans
|
|
Consumer
Loans
|
|
Residential
Mortgage Loans
|
||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|||
Performing
|
|
$
|
86,302
|
|
|
$
|
48,536
|
|
|
$
|
135,664
|
|
Nonperforming
|
|
268
|
|
|
196
|
|
|
1,885
|
|
|||
Total
|
|
$
|
86,570
|
|
|
$
|
48,732
|
|
|
$
|
137,549
|
|
Loans Acquired with Deteriorated Credit Quality
(Included in the Total Above)
|
|
$
|
—
|
|
|
$
|
118
|
|
|
$
|
1,504
|
|
|
|
Home Equity
Loans
|
|
Consumer
Loans
|
|
Residential
Mortgage Loans
|
||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|||
Performing
|
|
$
|
81,698
|
|
|
$
|
49,029
|
|
|
$
|
127,708
|
|
Nonperforming
|
|
114
|
|
|
236
|
|
|
1,339
|
|
|||
Total
|
|
$
|
81,812
|
|
|
$
|
49,265
|
|
|
$
|
129,047
|
|
Loans Acquired with Deteriorated Credit Quality
(Included in the Total Above)
|
|
$
|
—
|
|
|
$
|
134
|
|
|
$
|
1,767
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Commercial and Industrial Loans
|
|
$
|
354
|
|
|
$
|
1,981
|
|
|
$
|
1,840
|
|
Commercial Real Estate Loans
|
|
6,385
|
|
|
10,871
|
|
|
9,037
|
|
|||
Home Equity Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer Loans
|
|
118
|
|
|
134
|
|
|
148
|
|
|||
Residential Mortgage Loans
|
|
1,504
|
|
|
1,767
|
|
|
149
|
|
|||
Total
|
|
$
|
8,361
|
|
|
$
|
14,753
|
|
|
$
|
11,174
|
|
|
|
|
|
|
|
|
||||||
Carrying Amount, Net of Allowance
|
|
$
|
8,307
|
|
|
$
|
14,745
|
|
|
$
|
11,086
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Balance at January 1
|
|
$
|
1,279
|
|
|
$
|
170
|
|
|
$
|
967
|
|
New Loans Purchased
|
|
—
|
|
|
1,358
|
|
|
—
|
|
|||
Accretion of Income
|
|
(328
|
)
|
|
(249
|
)
|
|
(1,265
|
)
|
|||
Reclassifications from Non-accretable Difference
|
|
847
|
|
|
—
|
|
|
468
|
|
|||
Charge-off of Accretable Yield
|
|
(113
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at December 31
|
|
$
|
1,685
|
|
|
$
|
1,279
|
|
|
$
|
170
|
|
|
|
2014
|
|
|
2013
|
|
||
|
|
|
|
|
||||
Land
|
|
$
|
9,531
|
|
|
$
|
8,366
|
|
Buildings and Improvements
|
|
47,723
|
|
|
47,677
|
|
||
Furniture and Equipment
|
|
22,772
|
|
|
21,544
|
|
||
Total Premises, Furniture and Equipment
|
|
80,026
|
|
|
77,587
|
|
||
Less: Accumulated Depreciation
|
|
(40,096
|
)
|
|
(37,157
|
)
|
||
Total
|
|
$
|
39,930
|
|
|
$
|
40,430
|
|
|
|
2014
|
|
|
2013
|
|
||
|
|
|
|
|
||||
Capital Leases
|
|
$
|
4,219
|
|
|
$
|
3,896
|
|
Less: Accumulated Depreciation
|
|
(682
|
)
|
|
(483
|
)
|
||
Total
|
|
$
|
3,537
|
|
|
$
|
3,413
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
2015
|
|
$
|
524
|
|
2016
|
|
524
|
|
|
2017
|
|
524
|
|
|
2018
|
|
524
|
|
|
2019
|
|
524
|
|
|
Thereafter
|
|
6,126
|
|
|
Total minimum lease payments
|
|
8,746
|
|
|
Less: Amount representing interest
|
|
(4,773
|
)
|
|
Present Value of Net Minimum Lease Payments
|
|
$
|
3,973
|
|
2015
|
|
$
|
202,747
|
|
2016
|
|
85,312
|
|
|
2017
|
|
24,692
|
|
|
2018
|
|
14,347
|
|
|
2019
|
|
6,327
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
333,425
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
December 31,
|
||||||
|
|
2014
|
|
|
2013
|
|
||
Long-term Advances from Federal Home Loan Bank collateralized by qualifying mortgages, investment securities, and mortgage-backed securities
|
|
$
|
51,444
|
|
|
$
|
71,483
|
|
Term Loans
|
|
4,000
|
|
|
7,000
|
|
||
Junior Subordinated Debentures assumed from American Community Bancorp, Inc.
|
|
5,174
|
|
|
5,024
|
|
||
Capital Lease Obligation
|
|
3,973
|
|
|
3,730
|
|
||
Long-term Borrowings
|
|
64,591
|
|
|
87,237
|
|
||
|
|
|
|
|
||||
Overnight Variable Rate Advances from Federal Home Loan Bank collateralized by qualifying mortgages, investment securities, and mortgage-backed securities
|
|
$
|
89,100
|
|
|
$
|
38,000
|
|
Federal Funds Purchased
|
|
31,400
|
|
|
—
|
|
||
Repurchase Agreements
|
|
20,973
|
|
|
15,533
|
|
||
Short-term Borrowings
|
|
141,473
|
|
|
53,533
|
|
||
|
|
|
|
|
||||
Total Borrowings
|
|
$
|
206,064
|
|
|
$
|
140,770
|
|
|
|
2014
|
|
|
2013
|
|
||
Average Daily Balance During the Year
|
|
$
|
16,091
|
|
|
$
|
14,722
|
|
Average Interest Rate During the Year
|
|
0.15
|
%
|
|
0.20
|
%
|
||
Maximum Month-end Balance During the Year
|
|
$
|
20,973
|
|
|
$
|
17,722
|
|
Weighted Average Interest Rate at Year-end
|
|
0.15
|
%
|
|
0.20
|
%
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
2015
|
|
$
|
44,042
|
|
2016
|
|
45
|
|
|
2017
|
|
749
|
|
|
2018
|
|
10,027
|
|
|
2019
|
|
30
|
|
|
Thereafter
|
|
551
|
|
|
Total
|
|
$
|
55,444
|
|
|
|
Date of
Issuance
|
|
Issuance
Amount
|
|
Carrying
Amount at
December 31, 2014
|
|
Variable Rate
|
|
Rate as of
December 31, 2014
|
|
Rate as of
December 31, 2013
|
|
Maturity
Date
|
ACB Trust I
|
|
5/6/2005
|
|
$5,155
|
|
$3,278
|
|
90 day LIBOR + 2.15%
|
|
2.41%
|
|
2.40%
|
|
May, 2035
|
ACB Trust II
|
|
7/15/2005
|
|
3,093
|
|
1,896
|
|
90 day LIBOR + 1.85%
|
|
2.08%
|
|
2.09%
|
|
July, 2035
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Actual:
|
|
Minimum Required For Capital Adequacy Purposes:
|
|
Minimum Required To Be Well-Capitalized Under Prompt Corrective Action Regulations:
|
|||||||||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
Total Capital (to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
$
|
223,490
|
|
|
13.88
|
%
|
|
$
|
128,823
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Bank
|
|
201,641
|
|
|
12.57
|
|
|
128,363
|
|
|
8.00
|
|
|
$
|
160,454
|
|
|
10.00
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 Capital (to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated
|
|
$
|
208,561
|
|
|
12.95
|
%
|
|
$
|
64,412
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Bank
|
|
186,712
|
|
|
11.64
|
|
|
64,182
|
|
|
4.00
|
|
|
$
|
96,272
|
|
|
6.00
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 Capital (to Average Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
$
|
208,561
|
|
|
9.57
|
%
|
|
$
|
87,214
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Bank
|
|
186,712
|
|
|
8.59
|
|
|
86,915
|
|
|
4.00
|
|
|
$
|
108,644
|
|
|
5.00
|
%
|
|
|
Actual:
|
|
Minimum Required For Capital Adequacy Purposes:
|
|
Minimum Required To Be Well-Capitalized Under Prompt Corrective Action Regulations:
|
|||||||||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
Total Capital (to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
$
|
201,233
|
|
|
13.07
|
%
|
|
$
|
123,189
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Bank
|
|
191,714
|
|
|
12.46
|
|
|
123,099
|
|
|
8.00
|
|
|
$
|
153,874
|
|
|
10.00
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 Capital (to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated
|
|
$
|
186,649
|
|
|
12.12
|
%
|
|
$
|
61,594
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Bank
|
|
177,130
|
|
|
11.51
|
|
|
61,550
|
|
|
4.00
|
|
|
$
|
92,324
|
|
|
6.00
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 Capital (to Average Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
$
|
186,649
|
|
|
8.78
|
%
|
|
$
|
85,005
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Bank
|
|
177,130
|
|
|
8.37
|
|
|
84,686
|
|
|
4.00
|
|
|
$
|
105,857
|
|
|
5.00
|
%
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Year Ended December 31, 2014
|
|||||||||||
|
|
Number of
Options
|
|
Weighted
Average Price
of Options
|
|
Weighted Average
Life of Options
(in years)
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
|
|
|
|
|
|
|
|||||
Outstanding at Beginning of Period
|
|
69,517
|
|
|
$
|
16.61
|
|
|
|
|
|
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Exercised
|
|
(17,000
|
)
|
|
16.37
|
|
|
|
|
|
|
||
Forfeited
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Expired
|
|
(1,000
|
)
|
|
16.26
|
|
|
|
|
|
|
||
Outstanding and Exercisable at End of Period
|
|
51,517
|
|
|
$
|
16.70
|
|
|
2.79
|
|
$
|
712
|
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
|
|
|
|
|
|
|
||||||
Intrinsic Value of Options Exercised
|
|
$
|
221
|
|
|
$
|
49
|
|
|
$
|
203
|
|
Cash Received from Option Exercises
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Tax Benefit of Option Exercises
|
|
$
|
76
|
|
|
$
|
20
|
|
|
$
|
78
|
|
Weighted Average Fair Value of Options Granted
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Restricted Stock Expense
|
|
$
|
627
|
|
|
$
|
329
|
|
|
$
|
628
|
|
Cash Entitlement Expense
|
|
393
|
|
|
217
|
|
|
588
|
|
|||
Tax Effect
|
|
(413
|
)
|
|
(221
|
)
|
|
(493
|
)
|
|||
Net of Tax
|
|
$
|
607
|
|
|
$
|
325
|
|
|
$
|
723
|
|
|
|
Year Ended
December 31, 2014
|
|||||
|
|
Restricted
Shares
|
|
Weighted
Average Market
Price at Grant
|
|||
|
|
|
|
|
|||
Outstanding at Beginning of Period
|
|
22,941
|
|
|
$
|
23.68
|
|
Granted
|
|
35,667
|
|
|
29.41
|
|
|
Issued and Vested
|
|
(23,981
|
)
|
|
26.53
|
|
|
Forfeited
|
|
(300
|
)
|
|
27.15
|
|
|
Outstanding at End of Period
|
|
34,327
|
|
|
$
|
27.62
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
Changes in Benefit Obligation:
|
|
2014
|
|
|
2013
|
|
||
Obligation at Beginning of Year
|
|
$
|
—
|
|
|
$
|
837
|
|
Interest Cost
|
|
—
|
|
|
25
|
|
||
Benefits Paid
|
|
—
|
|
|
(33
|
)
|
||
Lump Sum Benefits Paid
|
|
—
|
|
|
(809
|
)
|
||
Actuarial (Gain) Loss
|
|
—
|
|
|
(62
|
)
|
||
Effect of Settlement/Curtailment
|
|
—
|
|
|
42
|
|
||
Obligation at End of Year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Changes in Plan Assets:
|
|
|
|
|
|
|
||
Fair Value at Beginning of Year
|
|
—
|
|
|
399
|
|
||
Actual Return on Plan Assets
|
|
—
|
|
|
—
|
|
||
Employer Contributions
|
|
—
|
|
|
443
|
|
||
Periodic Benefits Paid
|
|
—
|
|
|
(33
|
)
|
||
Lump Sum Benefits Paid
|
|
—
|
|
|
(809
|
)
|
||
Fair Value at End of Year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Funded Status:
|
|
|
|
|
|
|
||
Funded Status at End of Year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Amounts recognized in accumulated other comprehensive income at December 31 consist of:
|
|
|
|
|
|
|
||
|
|
2014
|
|
|
2013
|
|
||
Net Loss (Gain)
|
|
$
|
—
|
|
|
$
|
—
|
|
Prior Service Cost
|
|
—
|
|
|
—
|
|
||
|
|
$
|
—
|
|
|
$
|
—
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Interest Cost
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
27
|
|
Expected Return on Assets
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Amortization of Prior Service Cost
|
|
—
|
|
|
1
|
|
|
1
|
|
|||
Recognition of Net Loss
|
|
—
|
|
|
46
|
|
|
30
|
|
|||
Net Periodic Benefit Cost
|
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
57
|
|
|
|
|
|
|
|
|
||||||
Net Loss (Gain) During the Period
|
|
—
|
|
|
(19
|
)
|
|
110
|
|
|||
Amortization of Unrecognized Loss
|
|
—
|
|
|
(341
|
)
|
|
(30
|
)
|
|||
Amortization of Prior Service Cost
|
|
—
|
|
|
(13
|
)
|
|
(1
|
)
|
|||
Total Recognized in Other Comprehensive Income (Loss)
|
|
—
|
|
|
(373
|
)
|
|
79
|
|
|||
|
|
|
|
|
|
|
||||||
Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income (Loss)
|
|
$
|
—
|
|
|
$
|
(302
|
)
|
|
$
|
136
|
|
|
|
2014
|
|
2013
|
|
2012
|
|
Discount Rate
|
|
N/A
|
|
N/A
|
|
3.25
|
%
|
Rate of Compensation Increase
(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
2014
|
|
2013
|
|
|
2012
|
|
Discount Rate
|
|
N/A
|
|
3.25
|
%
|
|
3.75
|
%
|
Expected Return on Plan Assets
|
|
N/A
|
|
0.25
|
%
|
|
0.25
|
%
|
Rate of Compensation Increase
(1)
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
(1)
|
Benefits under the plan were suspended in 1998; therefore, the weighted-average rate of increase in future compensation levels was not applicable for all years presented.
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
Changes in Accumulated Postretirement Benefit Obligations:
|
|
2014
|
|
|
2013
|
|
||
Obligation at the Beginning of Year
|
|
$
|
671
|
|
|
$
|
691
|
|
Unrecognized Loss (Gain)
|
|
46
|
|
|
(33
|
)
|
||
|
|
|
|
|
||||
Components of Net Periodic Postretirement Benefit Cost
|
|
|
|
|
|
|
||
Service Cost
|
|
41
|
|
|
40
|
|
||
Interest Cost
|
|
28
|
|
|
23
|
|
||
|
|
|
|
|
||||
Net Expected Benefit Payments
|
|
(40
|
)
|
|
(50
|
)
|
||
Obligation at End of Year
|
|
$
|
746
|
|
|
$
|
671
|
|
Components of Postretirement Benefit Expense:
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Service Cost
|
|
$
|
41
|
|
|
$
|
40
|
|
|
$
|
35
|
|
Interest Cost
|
|
28
|
|
|
23
|
|
|
24
|
|
|||
Amortization of Unrecognized Net (Gain) Loss
|
|
—
|
|
|
4
|
|
|
—
|
|
|||
Net Postretirement Benefit Expense
|
|
69
|
|
|
67
|
|
|
59
|
|
|||
|
|
|
|
|
|
|
||||||
Net Gain (Loss) During Period Recognized in Other Comprehensive Income (Loss)
|
|
46
|
|
|
(37
|
)
|
|
42
|
|
|||
|
|
|
|
|
|
|
||||||
Total Recognized in Net Postretirement Benefit Expense and Other Comprehensive Income
|
|
$
|
115
|
|
|
$
|
30
|
|
|
$
|
101
|
|
Assumptions Used to Determine Net Periodic Cost and Benefit Obligations:
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
Discount Rate
|
|
3.62
|
%
|
|
4.31
|
%
|
|
3.41
|
%
|
|
|
One-Percentage-Point
Increase
|
|
One-Percentage-Point
Decrease
|
||||
Effect on Total of Service and Interest Cost
|
|
$
|
6
|
|
|
$
|
(5
|
)
|
Effect on Postretirement Benefit Obligation
|
|
$
|
45
|
|
|
$
|
(41
|
)
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
2015
|
|
$
|
54
|
|
2016
|
|
51
|
|
|
2017
|
|
57
|
|
|
2018
|
|
59
|
|
|
2019
|
|
69
|
|
|
2020-2024
|
|
375
|
|
The provision for income taxes consists of the following:
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
|
|
|
|
|
|
|
||||||
Current Federal
|
|
$
|
9,179
|
|
|
$
|
9,103
|
|
|
$
|
9,649
|
|
Current State
|
|
393
|
|
|
648
|
|
|
568
|
|
|||
Deferred Federal
|
|
1,928
|
|
|
1,090
|
|
|
260
|
|
|||
Deferred State
|
|
569
|
|
|
623
|
|
|
192
|
|
|||
Total
|
|
$
|
12,069
|
|
|
$
|
11,464
|
|
|
$
|
10,669
|
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
|
|
|
|
|
|
|
||||||
Statutory Rate Times Pre-tax Income
|
|
$
|
14,145
|
|
|
$
|
12,907
|
|
|
$
|
12,153
|
|
Add (Subtract) the Tax Effect of:
|
|
|
|
|
|
|
|
|
|
|||
Income from Tax-exempt Loans and Investments
|
|
(1,697
|
)
|
|
(1,157
|
)
|
|
(1,007
|
)
|
|||
State Income Tax, Net of Federal Tax Effect
|
|
625
|
|
|
826
|
|
|
494
|
|
|||
General Business Tax Credits
|
|
(562
|
)
|
|
(556
|
)
|
|
(547
|
)
|
|||
Company Owned Life Insurance
|
|
(289
|
)
|
|
(338
|
)
|
|
(341
|
)
|
|||
Gain on United Commerce Bancorp Stock
|
|
—
|
|
|
(120
|
)
|
|
—
|
|
|||
Other Differences
|
|
(153
|
)
|
|
(98
|
)
|
|
(83
|
)
|
|||
Total Income Taxes
|
|
$
|
12,069
|
|
|
$
|
11,464
|
|
|
$
|
10,669
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
2014
|
|
|
2013
|
|
||
Deferred Tax Assets:
|
|
|
|
|
|
|
||
Allowance for Loan Losses
|
|
$
|
5,028
|
|
|
$
|
4,871
|
|
Unrealized Loss on Securities
|
|
—
|
|
|
2,809
|
|
||
Deferred Compensation and Employee Benefits
|
|
1,041
|
|
|
1,136
|
|
||
Other-than-temporary Impairment
|
|
378
|
|
|
388
|
|
||
Accrued Expenses
|
|
600
|
|
|
601
|
|
||
Business Combination Fair Value Adjustments
|
|
197
|
|
|
847
|
|
||
Pension and Postretirement Plans
|
|
45
|
|
|
35
|
|
||
Other Real Estate Owned
|
|
214
|
|
|
288
|
|
||
Non-Accrual Loan Interest Income
|
|
228
|
|
|
269
|
|
||
Net Operating Loss Carryforward
|
|
24
|
|
|
224
|
|
||
Other
|
|
209
|
|
|
313
|
|
||
Total Deferred Tax Assets
|
|
7,964
|
|
|
11,781
|
|
||
Deferred Tax Liabilities:
|
|
|
|
|
|
|
||
Depreciation
|
|
(1,269
|
)
|
|
(1,465
|
)
|
||
Leasing Activities, Net
|
|
(9,773
|
)
|
|
(7,797
|
)
|
||
Unrealized Gain on Securities
|
|
(1,654
|
)
|
|
—
|
|
||
FHLB Stock Dividends
|
|
(251
|
)
|
|
(343
|
)
|
||
Prepaid Expenses
|
|
(434
|
)
|
|
(492
|
)
|
||
Intangibles
|
|
(508
|
)
|
|
(804
|
)
|
||
Deferred Loan Fees
|
|
(515
|
)
|
|
(460
|
)
|
||
General Business Tax Credits
|
|
(49
|
)
|
|
(23
|
)
|
||
Other
|
|
(407
|
)
|
|
(330
|
)
|
||
Total Deferred Tax Liabilities
|
|
(14,860
|
)
|
|
(11,714
|
)
|
||
Valuation Allowance
|
|
—
|
|
|
—
|
|
||
Net Deferred Tax Asset (Liability)
|
|
$
|
(6,896
|
)
|
|
$
|
67
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Basic Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|||
Net Income
|
|
$
|
28,344
|
|
|
$
|
25,413
|
|
|
$
|
24,055
|
|
Weighted Average Shares Outstanding
|
|
13,202,822
|
|
|
12,786,065
|
|
|
12,622,049
|
|
|||
|
|
|
|
|
|
|
||||||
Basic Earnings per Share
|
|
$
|
2.15
|
|
|
$
|
1.99
|
|
|
$
|
1.91
|
|
|
|
|
|
|
|
|
||||||
Diluted Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|||
Net Income
|
|
$
|
28,344
|
|
|
$
|
25,413
|
|
|
$
|
24,055
|
|
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding
|
|
13,202,822
|
|
|
12,786,065
|
|
|
12,622,049
|
|
|||
Stock Options, Net
|
|
20,356
|
|
|
21,613
|
|
|
15,694
|
|
|||
Diluted Weighted Average Shares Outstanding
|
|
13,223,178
|
|
|
12,807,678
|
|
|
12,637,743
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted Earnings per Share
|
|
$
|
2.14
|
|
|
$
|
1.98
|
|
|
$
|
1.90
|
|
2015
|
|
$
|
612
|
|
2016
|
|
543
|
|
|
2017
|
|
332
|
|
|
2018
|
|
192
|
|
|
2019
|
|
152
|
|
|
Thereafter
|
|
1,371
|
|
|
Total
|
|
$
|
3,202
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
2014
|
|
2013
|
||||||||||||
|
|
Fixed
Rate
|
|
Variable
Rate
|
|
Fixed
Rate |
|
Variable
Rate |
||||||||
Commitments to Fund Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Lines
|
|
$
|
7,642
|
|
|
$
|
167,164
|
|
|
$
|
8,940
|
|
|
$
|
145,064
|
|
Commercial Operating Lines
|
|
15,544
|
|
|
217,691
|
|
|
23,717
|
|
|
199,231
|
|
||||
Residential Mortgages
|
|
11,117
|
|
|
123
|
|
|
11,249
|
|
|
930
|
|
||||
Total Commitments to Fund Loans
|
|
$
|
34,303
|
|
|
$
|
384,978
|
|
|
$
|
43,906
|
|
|
$
|
345,225
|
|
|
|
|
|
|
|
|
|
|
||||||||
Standby Letters of Credit
|
|
$
|
613
|
|
|
$
|
5,405
|
|
|
$
|
1,515
|
|
|
$
|
5,262
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commitments to Sell Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mandatory
|
|
$
|
140
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-mandatory
|
|
$
|
17,199
|
|
|
$
|
—
|
|
|
$
|
20,672
|
|
|
$
|
—
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Fair Value Measurements at December 31, 2014 Using
|
||||||||||||||
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury and Agency Securities
|
|
$
|
—
|
|
|
$
|
19,561
|
|
|
$
|
—
|
|
|
$
|
19,561
|
|
Corporate Securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Obligations of State and Political Subdivisions
|
|
—
|
|
|
143,636
|
|
|
10,141
|
|
|
153,777
|
|
||||
Mortgage-backed Securities-Residential
|
|
—
|
|
|
457,304
|
|
|
—
|
|
|
457,304
|
|
||||
Equity Securities
|
|
—
|
|
|
—
|
|
|
353
|
|
|
353
|
|
||||
Total Securities
|
|
$
|
—
|
|
|
$
|
620,501
|
|
|
$
|
10,494
|
|
|
$
|
630,995
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loans Held-for-Sale
|
|
$
|
—
|
|
|
$
|
6,311
|
|
|
$
|
—
|
|
|
$
|
6,311
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Assets
|
|
$
|
—
|
|
|
$
|
507
|
|
|
$
|
—
|
|
|
$
|
507
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Liabilities
|
|
$
|
—
|
|
|
$
|
508
|
|
|
$
|
—
|
|
|
$
|
508
|
|
|
|
Fair Value Measurements at December 31, 2013 Using
|
||||||||||||||
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury and Agency Securities
|
|
$
|
—
|
|
|
$
|
18,952
|
|
|
$
|
—
|
|
|
$
|
18,952
|
|
Corporate Securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Obligations of State and Political Subdivisions
|
|
—
|
|
|
102,665
|
|
|
10,832
|
|
|
113,497
|
|
||||
Mortgage-backed Securities-Residential
|
|
—
|
|
|
473,230
|
|
|
—
|
|
|
473,230
|
|
||||
Equity Securities
|
|
—
|
|
|
—
|
|
|
353
|
|
|
353
|
|
||||
Total Securities
|
|
$
|
—
|
|
|
$
|
594,847
|
|
|
$
|
11,185
|
|
|
$
|
606,032
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loans Held-for-Sale
|
|
$
|
—
|
|
|
$
|
9,265
|
|
|
$
|
—
|
|
|
$
|
9,265
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Assets
|
|
$
|
—
|
|
|
$
|
866
|
|
|
$
|
—
|
|
|
$
|
866
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Liabilities
|
|
$
|
—
|
|
|
$
|
737
|
|
|
$
|
—
|
|
|
$
|
737
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Obligations of State and Political Subdivisions
|
|
Equity Securities
|
|
Corporate Securities
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Balance of Recurring Level 3 Assets at January 1
|
|
$
|
10,832
|
|
|
$
|
12,169
|
|
|
$
|
353
|
|
|
$
|
353
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Gains or Losses (realized/unrealized) Included in earnings
|
|
164
|
|
|
(332
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Maturities / Calls
|
|
(855
|
)
|
|
(1,005
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Purchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance of Recurring Level 3 Assets at December 31
|
|
$
|
10,141
|
|
|
$
|
10,832
|
|
|
$
|
353
|
|
|
$
|
353
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Fair Value Measurements at December 31, 2014 Using
|
||||||||||||||
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impaired Loans with Specific Allocations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and Industrial Loans
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Real Estate Loans
|
|
—
|
|
|
—
|
|
|
1,504
|
|
|
1,504
|
|
||||
Agricultural Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial Real Estate
|
|
—
|
|
|
—
|
|
|
68
|
|
|
68
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Fair Value Measurements at December 31, 2013 Using
|
||||||||||||||
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impaired Loans with Specific Allocations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial and Industrial Loans
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Real Estate Loans
|
|
—
|
|
|
—
|
|
|
1,346
|
|
|
1,346
|
|
||||
Agricultural Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial Real Estate
|
|
—
|
|
|
—
|
|
|
20
|
|
|
20
|
|
December 31, 2014
|
|
Fair Value
|
|
Valuation Technique(s)
|
|
Unobservable Input(s)
|
|
Range (Weighted Average)
|
||
Impaired Loans - Commercial Real Estate Loans
|
|
$
|
1,504
|
|
|
Sales comparison approach
Income approach
Cost approach
|
|
Adjustment for physical condition of comparable properties sold
Adjustment for net operating income generated by the property
Adjustment for investor rates of return
|
|
30% - 86%
(71%)
|
Other Real Estate - Commercial Real Estate Loans
|
|
$
|
68
|
|
|
Sales comparison approach
Income approach
Cost approach
|
|
Adjustment for physical condition of comparable properties sold
Adjustment for net operating income generated by the property
Adjustment for investor rates of return
|
|
55%
(55%)
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
December 31, 2013
|
|
Fair Value
|
|
Valuation Technique(s)
|
|
Unobservable Input(s)
|
|
Range (Weighted Average)
|
||
Impaired Loans - Commercial Real Estate Loans
|
|
$
|
1,346
|
|
|
Sales comparison approach
Income approach
Cost approach
|
|
Adjustment for physical condition of comparable properties sold
Adjustment for net operating income generated by the property
Adjustment for investor rates of return
|
|
12% - 80%
(53%)
|
Other Real Estate - Commercial Real Estate Loans
|
|
$
|
20
|
|
|
Sales comparison approach
Income approach
Cost approach
|
|
Adjustment for physical condition of comparable properties sold
Adjustment for net operating income generated by the property
Adjustment for investor rates of return
|
|
50%
(50%)
|
|
|
|
|
Fair Value Measurements at
December 31, 2014 Using
|
||||||||||||||||
|
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and Short-term Investments
|
|
$
|
42,546
|
|
|
$
|
33,481
|
|
|
$
|
9,065
|
|
|
$
|
—
|
|
|
$
|
42,546
|
|
Securities Held-to-Maturity
|
|
184
|
|
|
—
|
|
|
186
|
|
|
—
|
|
|
186
|
|
|||||
FHLB Stock and Other Restricted Stock
|
|
7,040
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Loans, Net
|
|
1,431,549
|
|
|
—
|
|
|
—
|
|
|
1,432,622
|
|
|
1,432,622
|
|
|||||
Accrued Interest Receivable
|
|
8,162
|
|
|
—
|
|
|
2,240
|
|
|
5,922
|
|
|
8,162
|
|
|||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Demand, Savings, and Money Market Deposits
|
|
(1,446,336
|
)
|
|
(1,446,336
|
)
|
|
—
|
|
|
—
|
|
|
(1,446,336
|
)
|
|||||
Time Deposits
|
|
(333,425
|
)
|
|
—
|
|
|
(335,134
|
)
|
|
—
|
|
|
(335,134
|
)
|
|||||
Short-term Borrowings
|
|
(141,473
|
)
|
|
—
|
|
|
(141,473
|
)
|
|
—
|
|
|
(141,473
|
)
|
|||||
Long-term Debt
|
|
(64,591
|
)
|
|
—
|
|
|
(60,289
|
)
|
|
(5,429
|
)
|
|
(65,718
|
)
|
|||||
Accrued Interest Payable
|
|
(754
|
)
|
|
—
|
|
|
(704
|
)
|
|
(50
|
)
|
|
(754
|
)
|
|||||
Unrecognized Financial Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commitments to Extend Credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Standby Letters of Credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commitments to Sell Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
|
|
Fair Value Measurements at
December 31, 2013 Using
|
||||||||||||||||
|
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and Short-term Investments
|
|
$
|
60,232
|
|
|
$
|
37,370
|
|
|
$
|
22,862
|
|
|
$
|
—
|
|
|
$
|
60,232
|
|
Securities Held-to-Maturity
|
|
268
|
|
|
—
|
|
|
271
|
|
|
—
|
|
|
271
|
|
|||||
FHLB Stock and Other Restricted Stock
|
|
9,004
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Loans, Net
|
|
1,366,452
|
|
|
—
|
|
|
—
|
|
|
1,370,339
|
|
|
1,370,339
|
|
|||||
Accrued Interest Receivable
|
|
7,470
|
|
|
—
|
|
|
1,918
|
|
|
5,552
|
|
|
7,470
|
|
|||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Demand, Savings, and Money Market Deposits
|
|
(1,463,122
|
)
|
|
(1,463,122
|
)
|
|
—
|
|
|
—
|
|
|
(1,463,122
|
)
|
|||||
Time Deposits
|
|
(349,034
|
)
|
|
—
|
|
|
(351,707
|
)
|
|
—
|
|
|
(351,707
|
)
|
|||||
Short-term Borrowings
|
|
(53,533
|
)
|
|
—
|
|
|
(53,533
|
)
|
|
—
|
|
|
(53,533
|
)
|
|||||
Long-term Debt
|
|
(87,237
|
)
|
|
—
|
|
|
(83,329
|
)
|
|
(5,311
|
)
|
|
(88,640
|
)
|
|||||
Accrued Interest Payable
|
|
(777
|
)
|
|
—
|
|
|
(732
|
)
|
|
(45
|
)
|
|
(777
|
)
|
|||||
Unrecognized Financial Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commitments to Extend Credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Standby Letters of Credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commitments to Sell Loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Core
Banking
|
|
Trust and
Investment
Advisory
Services
|
|
Insurance
|
|
Other
|
|
Consolidated
Totals
|
||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Interest Income
|
|
$
|
74,801
|
|
|
$
|
16
|
|
|
$
|
4
|
|
|
$
|
(482
|
)
|
|
$
|
74,339
|
|
Net Gains on Sales of Loans
|
|
1,892
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,892
|
|
|||||
Net Gains on Securities
|
|
1,481
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,481
|
|
|||||
Trust and Investment Product Fees
|
|
4
|
|
|
3,671
|
|
|
—
|
|
|
—
|
|
|
3,675
|
|
|||||
Insurance Revenues
|
|
29
|
|
|
38
|
|
|
7,188
|
|
|
—
|
|
|
7,255
|
|
|||||
Noncash Items:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Provision for Loan Losses
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|||||
Depreciation and Amortization
|
|
4,527
|
|
|
23
|
|
|
110
|
|
|
150
|
|
|
4,810
|
|
|||||
Income Tax Expense (Benefit)
|
|
12,258
|
|
|
(156
|
)
|
|
737
|
|
|
(770
|
)
|
|
12,069
|
|
|||||
Segment Profit (Loss)
|
|
27,589
|
|
|
(259
|
)
|
|
1,059
|
|
|
(45
|
)
|
|
28,344
|
|
|||||
Segment Assets at December 31, 2014
|
|
2,242,456
|
|
|
11,401
|
|
|
6,429
|
|
|
(23,187
|
)
|
|
2,237,099
|
|
|
|
Core
Banking
|
|
Trust and
Investment
Advisory
Services
|
|
Insurance
|
|
Other
|
|
Consolidated
Totals
|
||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Interest Income
|
|
$
|
69,634
|
|
|
$
|
21
|
|
|
$
|
17
|
|
|
$
|
(1,155
|
)
|
|
$
|
68,517
|
|
Net Gains on Sales of Loans
|
|
2,645
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,645
|
|
|||||
Net Gains on Securities
|
|
2,065
|
|
|
—
|
|
|
—
|
|
|
364
|
|
|
2,429
|
|
|||||
Trust and Investment Product Fees
|
|
6
|
|
|
3,355
|
|
|
—
|
|
|
(3
|
)
|
|
3,358
|
|
|||||
Insurance Revenues
|
|
39
|
|
|
31
|
|
|
6,147
|
|
|
—
|
|
|
6,217
|
|
|||||
Noncash Items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Provision for Loan Losses
|
|
350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350
|
|
|||||
Depreciation and Amortization
|
|
3,944
|
|
|
28
|
|
|
339
|
|
|
150
|
|
|
4,461
|
|
|||||
Income Tax Expense (Benefit)
|
|
12,387
|
|
|
(32
|
)
|
|
320
|
|
|
(1,211
|
)
|
|
11,464
|
|
|||||
Segment Profit (Loss)
|
|
25,389
|
|
|
(70
|
)
|
|
425
|
|
|
(331
|
)
|
|
25,413
|
|
|||||
Segment Assets at December 31, 2013
|
|
2,171,837
|
|
|
11,663
|
|
|
5,636
|
|
|
(25,309
|
)
|
|
2,163,827
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Core
Banking
|
|
Trust and
Investment
Advisory
Services
|
|
Insurance
|
|
Other
|
|
Consolidated
Totals
|
||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Interest Income
|
|
$
|
68,311
|
|
|
$
|
21
|
|
|
$
|
34
|
|
|
$
|
(2,118
|
)
|
|
$
|
66,248
|
|
Net Gains on Sales of Loans
|
|
3,234
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,234
|
|
|||||
Net Gains on Securities
|
|
1,667
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,667
|
|
|||||
Trust and Investment Product Fees
|
|
5
|
|
|
2,657
|
|
|
—
|
|
|
(5
|
)
|
|
2,657
|
|
|||||
Insurance Revenues
|
|
23
|
|
|
36
|
|
|
5,465
|
|
|
—
|
|
|
5,524
|
|
|||||
Noncash Items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Provision for Loan Losses
|
|
2,412
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,412
|
|
|||||
Depreciation and Amortization
|
|
4,099
|
|
|
24
|
|
|
415
|
|
|
150
|
|
|
4,688
|
|
|||||
Income Tax Expense (Benefit)
|
|
11,999
|
|
|
(187
|
)
|
|
181
|
|
|
(1,324
|
)
|
|
10,669
|
|
|||||
Segment Profit (Loss)
|
|
25,118
|
|
|
(298
|
)
|
|
250
|
|
|
(1,015
|
)
|
|
24,055
|
|
|||||
Segment Assets at December 31, 2012
|
|
2,006,992
|
|
|
11,551
|
|
|
8,333
|
|
|
(20,576
|
)
|
|
2,006,300
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
|
2013
|
|
||
ASSETS
|
|
|
|
|
|
|
||
Cash
|
|
$
|
18,726
|
|
|
$
|
9,721
|
|
Securities Available-for-Sale, at Fair Value
|
|
353
|
|
|
353
|
|
||
Investment in Subsidiary Bank
|
|
211,988
|
|
|
195,480
|
|
||
Investment in Non-banking Subsidiaries
|
|
4,792
|
|
|
3,650
|
|
||
Other Assets
|
|
5,613
|
|
|
6,271
|
|
||
Total Assets
|
|
$
|
241,472
|
|
|
$
|
215,475
|
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
|
|
||
Borrowings
|
|
$
|
9,174
|
|
|
$
|
12,024
|
|
Other Liabilities
|
|
3,474
|
|
|
3,354
|
|
||
Total Liabilities
|
|
12,648
|
|
|
15,378
|
|
||
|
|
|
|
|
||||
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Common Stock
|
|
13,216
|
|
|
13,174
|
|
||
Additional Paid-in Capital
|
|
108,660
|
|
|
108,022
|
|
||
Retained Earnings
|
|
104,058
|
|
|
84,164
|
|
||
Accumulated Other Comprehensive Income (Loss)
|
|
2,890
|
|
|
(5,263
|
)
|
||
Total Shareholders’ Equity
|
|
228,824
|
|
|
200,097
|
|
||
Total Liabilities and Shareholders’ Equity
|
|
$
|
241,472
|
|
|
$
|
215,475
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
INCOME
|
|
|
|
|
|
|
|
|
|
|||
Dividends from Subsidiaries
|
|
|
|
|
|
|
|
|
|
|||
Bank
|
|
$
|
20,000
|
|
|
$
|
14,000
|
|
|
$
|
17,500
|
|
Non-bank
|
|
—
|
|
|
1,500
|
|
|
—
|
|
|||
Interest Income
|
|
27
|
|
|
31
|
|
|
50
|
|
|||
Net Gain on Securities
|
|
—
|
|
|
343
|
|
|
—
|
|
|||
Other Income
|
|
25
|
|
|
75
|
|
|
70
|
|
|||
Total Income
|
|
20,052
|
|
|
15,949
|
|
|
17,620
|
|
|||
|
|
|
|
|
|
|
||||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
|||
Salaries and Employee Benefits
|
|
462
|
|
|
824
|
|
|
458
|
|
|||
Professional Fees
|
|
316
|
|
|
485
|
|
|
352
|
|
|||
Occupancy and Equipment Expense
|
|
7
|
|
|
7
|
|
|
7
|
|
|||
Interest Expense
|
|
580
|
|
|
1,246
|
|
|
2,221
|
|
|||
Other Expenses
|
|
632
|
|
|
615
|
|
|
359
|
|
|||
Total Expenses
|
|
1,997
|
|
|
3,177
|
|
|
3,397
|
|
|||
INCOME BEFORE INCOME TAXES AND EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARIES
|
|
18,055
|
|
|
12,772
|
|
|
14,223
|
|
|||
Income Tax Benefit
|
|
791
|
|
|
1,235
|
|
|
1,338
|
|
|||
INCOME BEFORE EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARIES
|
|
18,846
|
|
|
14,007
|
|
|
15,561
|
|
|||
Equity in Undistributed Income of Subsidiaries
|
|
9,498
|
|
|
11,406
|
|
|
8,494
|
|
|||
NET INCOME
|
|
28,344
|
|
|
25,413
|
|
|
24,055
|
|
|||
|
|
|
|
|
|
|
||||||
Other Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|||
Changes in Unrealized Gain (Loss) on Securities, Available-for-Sale
|
|
8,189
|
|
|
(15,874
|
)
|
|
(124
|
)
|
|||
Changes in Unrecognized Amounts in Pension, Net
|
|
—
|
|
|
231
|
|
|
(47
|
)
|
|||
Changes in Unrecognized Loss in Postretirement Benefit Obligation, Net
|
|
(36
|
)
|
|
29
|
|
|
(21
|
)
|
|||
TOTAL COMPREHENSIVE INCOME
|
|
$
|
36,497
|
|
|
$
|
9,799
|
|
|
$
|
23,863
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Net Income
|
|
$
|
28,344
|
|
|
$
|
25,413
|
|
|
$
|
24,055
|
|
Adjustments to Reconcile Net Income to Net Cash from Operations
|
|
|
|
|
|
|
|
|
|
|||
Loss (Gain) on Securities, Net
|
|
—
|
|
|
(343
|
)
|
|
—
|
|
|||
Change in Other Assets
|
|
654
|
|
|
283
|
|
|
33
|
|
|||
Change in Other Liabilities
|
|
315
|
|
|
(510
|
)
|
|
203
|
|
|||
Equity Based Compensation
|
|
627
|
|
|
329
|
|
|
628
|
|
|||
Excess Tax Benefit from Restricted Share Grant
|
|
(40
|
)
|
|
(28
|
)
|
|
(23
|
)
|
|||
Equity in Undistributed Income of Subsidiaries
|
|
(9,498
|
)
|
|
(11,406
|
)
|
|
(8,494
|
)
|
|||
Net Cash from Operating Activities
|
|
20,402
|
|
|
13,738
|
|
|
16,402
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Capital Contribution to Subsidiaries
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
|||
Acquire Banking Entity
|
|
—
|
|
|
(2,135
|
)
|
|
—
|
|
|||
Net Cash from Investing Activities
|
|
—
|
|
|
(2,135
|
)
|
|
(150
|
)
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from Issuance of Long-term Debt
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|||
Repayment of Long-term Debt
|
|
(3,000
|
)
|
|
(33,750
|
)
|
|
(1,500
|
)
|
|||
Issuance of Common Stock
|
|
50
|
|
|
20
|
|
|
37
|
|
|||
Income Tax Benefit from Restricted Share Grant
|
|
40
|
|
|
28
|
|
|
23
|
|
|||
Employee Stock Purchase Plan
|
|
(37
|
)
|
|
(9
|
)
|
|
(67
|
)
|
|||
Dividends Paid
|
|
(8,450
|
)
|
|
(7,670
|
)
|
|
(7,068
|
)
|
|||
Net Cash from Financing Activities
|
|
(11,397
|
)
|
|
(31,381
|
)
|
|
(8,575
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net Change in Cash and Cash Equivalents
|
|
9,005
|
|
|
(19,778
|
)
|
|
7,677
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
|
9,721
|
|
|
29,499
|
|
|
21,822
|
|
|||
Cash and Cash Equivalents at End of Year
|
|
$
|
18,726
|
|
|
$
|
9,721
|
|
|
$
|
29,499
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
Consideration
|
|
|
|
|
Cash for Options and Fractional Shares
|
|
$
|
643
|
|
Cash Consideration
|
|
1,391
|
|
|
Equity Instruments
|
|
13,348
|
|
|
|
|
|
|
|
Fair Value of Total Consideration Transferred
|
|
$
|
15,382
|
|
Cash and Due From Banks
|
|
$
|
430
|
|
Federal Funds Sold, Other Short-term Investments
|
|
7,362
|
|
|
Interest-bearing Time Deposits with Banks
|
|
100
|
|
|
Securities
|
|
25,644
|
|
|
Loans
|
|
79,575
|
|
|
Premises, Furniture & Equipment
|
|
1,718
|
|
|
Core Deposit Intangible
|
|
2,052
|
|
|
Accrued Interest Receivable & Other Assets
|
|
3,638
|
|
|
Deposits
|
|
(106,633
|
)
|
|
Accrued Interest Payable and Other Liabilities
|
|
(175
|
)
|
|
|
|
|
|
|
Total Identifiable Net Assets
|
|
$
|
13,711
|
|
|
|
|
|
|
Goodwill
|
|
$
|
1,671
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
|
|
|
|
|
|
|
||||||
Beginning of Year
|
|
$
|
20,536
|
|
|
$
|
18,865
|
|
|
$
|
18,865
|
|
Acquired Goodwill
|
|
—
|
|
|
1,671
|
|
|
—
|
|
|||
Impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
End of Year
|
|
$
|
20,536
|
|
|
$
|
20,536
|
|
|
$
|
18,865
|
|
Acquired intangible assets were as follows as of year end:
|
|
2014
|
||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
||||
Core Banking
|
|
|
|
|
|
|
||
Core Deposit Intangible
|
|
$
|
9,004
|
|
|
$
|
7,015
|
|
Unidentified Branch Acquisition Intangible
|
|
257
|
|
|
257
|
|
||
Insurance
|
|
|
|
|
|
|
||
Customer List
|
|
5,199
|
|
|
5,114
|
|
||
Total
|
|
$
|
14,460
|
|
|
$
|
12,386
|
|
|
|
|
|
|
||||
|
|
|
|
|
||||
Acquired intangible assets were as follows as of year end:
|
|
2013
|
||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
||||
Core Banking
|
|
|
|
|
|
|
||
Core Deposit Intangible
|
|
$
|
9,004
|
|
|
$
|
5,815
|
|
Unidentified Branch Acquisition Intangible
|
|
257
|
|
|
257
|
|
||
Insurance
|
|
|
|
|
|
|
||
Customer List
|
|
5,199
|
|
|
5,060
|
|
||
Total
|
|
$
|
14,460
|
|
|
$
|
11,132
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
2015
|
|
$
|
790
|
|
2016
|
|
493
|
|
|
2017
|
|
323
|
|
|
2018
|
|
235
|
|
|
2019
|
|
148
|
|
December 31, 2014
|
|
Unrealized
Gains and
Losses on
Available-for-
Sale Securities
|
|
Defined
Benefit
Pension
Items
|
|
Postretirement
Benefit Items
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Beginning Balance
|
|
$
|
(5,231
|
)
|
|
$
|
—
|
|
|
$
|
(32
|
)
|
|
$
|
(5,263
|
)
|
Other Comprehensive Income (Loss) Before
Reclassification
|
|
9,152
|
|
|
—
|
|
|
(66
|
)
|
|
9,086
|
|
||||
Amounts Reclassified from Accumulated
Other Comprehensive Income
|
|
(963
|
)
|
|
—
|
|
|
30
|
|
|
(933
|
)
|
||||
Net Current Period Other
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive Income (Loss)
|
|
8,189
|
|
|
—
|
|
|
(36
|
)
|
|
8,153
|
|
||||
Ending Balance
|
|
$
|
2,958
|
|
|
$
|
—
|
|
|
$
|
(68
|
)
|
|
$
|
2,890
|
|
December 31, 2013
|
|
Unrealized
Gains and
Losses on
Available-for-
Sale Securities
|
|
Defined
Benefit
Pension
Items
|
|
Postretirement
Benefit Items
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Beginning Balance
|
|
$
|
10,643
|
|
|
$
|
(231
|
)
|
|
$
|
(61
|
)
|
|
$
|
10,351
|
|
Other Comprehensive Income (Loss) Before
Reclassification
|
|
(14,295
|
)
|
|
453
|
|
|
51
|
|
|
(13,791
|
)
|
||||
Amounts Reclassified from Accumulated
Other Comprehensive Income
|
|
(1,579
|
)
|
|
(222
|
)
|
|
(22
|
)
|
|
(1,823
|
)
|
||||
Net Current Period Other
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive Income (Loss)
|
|
(15,874
|
)
|
|
231
|
|
|
29
|
|
|
(15,614
|
)
|
||||
Ending Balance
|
|
$
|
(5,231
|
)
|
|
$
|
—
|
|
|
$
|
(32
|
)
|
|
$
|
(5,263
|
)
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
Details about Accumulated Other Comprehensive Income (Loss) Components
|
|
Amount Reclassified From Accumulated Other Comprehensive Income (Loss)
|
|
Affected Line Item in the Statement Where Net Income is Presented
|
||
|
|
|
|
|
||
Unrealized Gains and Losses on
|
|
|
|
|
|
|
Available-for-Sale Securities
|
|
$
|
(1,481
|
)
|
|
Net (Gain) Loss on Securities
|
|
|
518
|
|
|
Income Tax Expense
|
|
|
|
(963
|
)
|
|
Net of Tax
|
|
Amortization of Defined Benefit Pension Items
|
|
|
|
|
|
|
Prior Service Costs
|
|
$
|
—
|
|
|
Salaries and Employee Benefits
|
Actuarial Gains (Losses)
|
|
—
|
|
|
Salaries and Employee Benefits
|
|
|
|
—
|
|
|
Income Tax Expense
|
|
|
|
—
|
|
|
Net of Tax
|
|
Amortization of Post Retirement Plan Items
|
|
|
|
|
|
|
Actuarial Gains (Losses)
|
|
$
|
50
|
|
|
Salaries and Employee Benefits
|
|
|
(20
|
)
|
|
Income Tax Expense
|
|
|
|
30
|
|
|
Net of Tax
|
|
|
|
|
|
|
||
Total Reclassifications for the Period
|
|
$
|
(933
|
)
|
|
|
Details about Accumulated Other Comprehensive Income (Loss) Components
|
|
Amount Reclassified From Accumulated Other Comprehensive Income (Loss)
|
|
Affected Line Item in the Statement Where Net Income is Presented
|
||
|
|
|
|
|
||
Unrealized Gains and Losses on
|
|
|
|
|
|
|
Available-for-Sale Securities
|
|
$
|
(2,429
|
)
|
|
Net (Gain) Loss on Securities
|
|
|
850
|
|
|
Income Tax Expense
|
|
|
|
(1,579
|
)
|
|
Net of Tax
|
|
Amortization of Defined Benefit Pension Items
|
|
|
|
|
|
|
Prior Service Costs
|
|
$
|
(13
|
)
|
|
Salaries and Employee Benefits
|
Actuarial Gains (Losses)
|
|
(360
|
)
|
|
Salaries and Employee Benefits
|
|
|
|
151
|
|
|
Income Tax Expense
|
|
|
|
(222
|
)
|
|
Net of Tax
|
|
Amortization of Post Retirement Plan Items
|
|
|
|
|
|
|
Actuarial Gains (Losses)
|
|
$
|
(37
|
)
|
|
Salaries and Employee Benefits
|
|
|
15
|
|
|
Income Tax Expense
|
|
|
|
(22
|
)
|
|
Net of Tax
|
|
|
|
|
|
|
||
Total Reclassifications for the Period
|
|
$
|
(1,823
|
)
|
|
|
Notes to the Consolidated Financial Statements
|
Dollars in thousands, except per share data
|
|
|
|
|
|
|
|
|
Earnings per Share
|
||||||||||||
|
|
Interest Income
|
|
Net Interest Income
|
|
Net Income
|
|
Basic
|
|
Diluted
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
First Quarter
|
|
$
|
19,681
|
|
|
$
|
18,196
|
|
|
$
|
6,305
|
|
|
$
|
0.48
|
|
|
$
|
0.48
|
|
Second Quarter
|
|
19,825
|
|
|
18,321
|
|
|
6,687
|
|
|
0.51
|
|
|
0.51
|
|
|||||
Third Quarter
|
|
20,348
|
|
|
18,791
|
|
|
7,708
|
|
|
0.58
|
|
|
0.58
|
|
|||||
Fourth Quarter
|
|
20,532
|
|
|
19,031
|
|
|
7,644
|
|
|
0.58
|
|
|
0.58
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
First Quarter
|
|
$
|
18,370
|
|
|
$
|
16,225
|
|
|
$
|
5,809
|
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
Second Quarter
|
|
18,458
|
|
|
16,712
|
|
|
6,532
|
|
|
0.52
|
|
|
0.52
|
|
|||||
Third Quarter
|
|
18,812
|
|
|
17,192
|
|
|
6,483
|
|
|
0.51
|
|
|
0.51
|
|
|||||
Fourth Quarter
|
|
20,032
|
|
|
18,388
|
|
|
6,589
|
|
|
0.50
|
|
|
0.50
|
|
German American Bancorp, Inc. and Subsidiaries:
|
Page #
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets at December 31, 2014 and 2013
|
|
|
|
Consolidated Statements of Income, years ended December 31, 2014, 2013 and 2012
|
|
|
|
Consolidated Statements of Comprehensive Income, years ended December 31, 2014, 2013 and 2012
|
|
|
|
Consolidated Statements of Changes in Shareholders’ Equity, years ended December 31, 2014, 2013 and 2012
|
|
|
|
Consolidated Statements of Cash Flows, years ended December 31, 2014, 2013 and 2012
|
|
|
|
Notes to the Consolidated Financial Statements
|
•
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
|
|
GERMAN AMERICAN BANCORP, INC.
|
|
|
(Registrant)
|
|
|
|
Date:
|
March 9, 2015
|
By/s/Mark A. Schroeder
|
|
|
Mark A. Schroeder, Chairman and
|
|
|
Chief Executive Officer
|
Date:
|
March 9, 2015
|
By/s/Mark A. Schroeder
|
|
|
Mark A. Schroeder, Chairman and
|
|
|
Chief Executive Officer
|
|
|
|
Date:
|
March 9, 2015
|
By/s/Douglas A. Bawel
|
|
|
Douglas A. Bawel, Director
|
|
|
|
Date:
|
March 9, 2015
|
By/s/Christina M. Ernst
|
|
|
Christina M. Ernst, Director
|
|
|
|
Date:
|
March 9, 2015
|
By/s/Marc D. Fine
|
|
|
Marc D. Fine, Director
|
|
|
|
Date:
|
March 9, 2015
|
By/s/U. Butch Klem
|
|
|
U. Butch Klem, Director
|
|
|
|
Date:
|
March 9, 2015
|
By/s/J. David Lett
|
|
|
J. David Lett, Director
|
|
|
|
Date:
|
March 9, 2015
|
By/s/Chris A. Ramsey
|
|
|
Chris A. Ramsey, Director
|
|
|
|
Date:
|
March 9, 2015
|
By/s/M. Darren Root
|
|
|
M. Darren Root, Director
|
|
|
|
Date:
|
March 9, 2015
|
By/s/Thomas W. Seger
|
|
|
Thomas W. Seger, Director
|
|
|
|
Date:
|
March 9, 2015
|
By/s/Raymond W. Snowden
|
|
|
Raymond W. Snowden, Director
|
|
|
|
Date:
|
March 9, 2015
|
By/s/Michael J. Voyles
|
|
|
Michael J. Voyles, Director
|
|
|
|
Date:
|
March 9, 2015
|
By/s/Bradley M. Rust
|
|
|
Bradley M. Rust, Executive Vice President and Chief Financial Officer (principal accounting officer and principal financial officer)
|
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.
|
3.1
|
Restatement of the Articles of Incorporation of the Registrant is incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on 8-K filed July 1, 2011.
|
3.2+
|
Restated Bylaws of German American Bancorp, Inc., as amended and restated July 27, 2009.
|
4.1
|
No long-term debt instrument issued by the Registrant exceeds 10% of consolidated total assets or is registered. In accordance with paragraph 4 (iii) of Item 601(b) of Regulation S-K, the Registrant will furnish the Securities and Exchange Commission copies of long-term debt instruments and related agreements upon request.
|
4.2
|
Terms of Common Shares and Preferred Shares of the Registrant (included in Restatement of Articles of Incorporation) are incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on 8-K filed July 1, 2011.
|
4.3
|
Specimen stock certificate for Common Shares of the Registrant is incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed October 21, 2010.
|
10.1*
|
The Registrant’s 1992 Stock Option Plan, as amended, is incorporated by reference from Exhibit 10.1 to the Registrant’s Registration Statement on Form S-4 filed October 14, 1998.
|
10.2*
|
Amendment to 1992 Stock Option Plan effective April 1, 2012, is incorporated by reference from Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
|
10.3*
|
Form of Director Deferred Compensation Agreement between The German American Bank and certain of its Directors is incorporated herein by reference from Exhibit 10.4 to the Registrant’s Registration Statement on Form S-4 filed January 21, 1993 (the Agreement entered into by former director George W. Astrike, a copy of which was filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-4 filed January 21, 1993, is substantially identical to the Agreements entered into by the other Directors, some of whom remain directors of the Registrant). The schedule following such Exhibit 10.4 lists the Agreements with the other Directors and sets forth the material detail in which such Agreements differ from the Agreement filed as such Exhibit 10.4.
|
10.4*
|
The Registrant’s 1999 Long-Term Equity Incentive Plan, as amended through February 22, 2008, is incorporated by reference from Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013.
|
10.5*
|
Basic Plan Document for the Registrant’s Nonqualified Savings Plan is incorporated by reference from Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010.
|
10.6*
|
Adoption Agreement for the Registrant’s Nonqualified Savings Plan dated August 17, 2004, is incorporated by reference from Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010.
|
10.7*
|
First Amendment to the Registrant’s Nonqualified Savings Plan dated August 17, 2004, is incorporated by reference from Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010.
|
10.8*
|
Form of Non-Employee Director Stock Option Agreement (new grant, ten year expiration, no vesting) that in prior periods was typically issued to non-employee members of the Board of Directors as part of annual director fee retainer (not Incentive Stock Option for tax purposes), is incorporated by reference from Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010.
|
10.9*
|
Form of Employee Director Stock Option Agreement (new grant, ten year expiration, no vesting) that in prior periods was typically issued to employee members of the Board of Directors as part of annual director fee retainer (intended to be Incentive Stock Option for tax purposes), is incorporated by reference from Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010.
|
10.10*
|
Descriptions of Director Compensation Arrangements for the 12 month period ending at 2013 Annual Reorganization Meeting of the Board of Directors are incorporated by reference from the descriptions included in Item 5.02 of the Registrant’s Current Report on Form 8-K filed June 29, 2012, and in Item 5.02 of the Registrant’s Current Report on Form 8-K filed December 21, 2012.
|
10.11*
|
Descriptions of Director Compensation Arrangements for the 12 month period ending at 2014 Annual Reorganization Meeting of the Board of Directors are incorporated by reference from the descriptions included in Item 5.02 of the Registrant’s Current Report on Form 8-K filed June 27, 2013, and in Item 5.02 of the Registrant’s Current Report on Form 8-K filed December 21, 2013.
|
Exhibit No.
|
Description
|
10.12*
|
Description of Director Compensation Arrangements for the 12 month period ending June 30, 2015
is incorporated by reference from the description included in Item 5.02 of the Registrant’s Current Report on Form 8-K filed July 3, 2014, and in Item 5.02 of the Registrant’s Current Report on Form 8-K filed December 24, 2014.
|
10.13*
|
Description of Executive Management Incentive Plan for 2012 (awards payable in 2013) is incorporated by reference from the description included in Item 5.02 of the Registrant’s Current Report on Form 8-K filed May 4, 2012.
|
10.14*
|
Description of Executive Management Incentive Plan for 2013 (awards payable in 2014) adopted by the Board of Directors on March 25, 2013, is incorporated by reference from the description included in Item 5.02 of the Registrant’s Current Report on Form 8-K filed March 29, 2013.
|
10.15*
|
Description of Executive Management Incentive Plan for 2014 (awards payable in 2015) is incorporated by reference from the description contained in Item 5.02 of the Registrant’s Current Report on Form 8-K filed February 28, 2014.
|
10.16*
|
Executive Supplemental Retirement Income Agreement dated October 1, 1996, between First Federal Bank, F.S.B. and Bradley M. Rust, as amended by a First Amendment between Bradley M. Rust and the Registrant dated December 30, 2008, is incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009.
|
10.17*
|
Form of Restricted Stock Award Agreement that evidences the terms of awards of restricted stock grants and related cash entitlements granted under the 2009 Long-Term Equity Incentive Plan prior to 2013, is incorporated by reference from Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011.
|
10.18*
|
Form of LTI Restricted Stock Award Agreement that evidences the terms of awards of restricted stock grants and related cash entitlements that were granted to executive officers during March 2013 pursuant to the Management Long-Term Incentive Plan component of the 2012 Executive Management Incentive Plan with respect to the performance period ended December 31, 2012.
This exhibit is incorporated by reference from Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
|
10.19*
|
Form of LTI Restricted Stock Award Agreement that evidences the terms of awards of restricted stock grants and related cash entitlements that were granted to executive officers during March 2014 pursuant to the Management Long-Term Incentive Plan component of the 2013 Executive Management Incentive Plan with respect to the performance period ended December 31, 2013.
This exhibit is incorporated by reference from Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
|
10.20*
|
Form of Restricted Stock Award Agreement that evidences the terms of awards of restricted stock grants granted under the 2009 Long-Term Equity Incentive Plan to certain Directors in December 2013 is incorporated by reference from Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013.
|
10.21*+
|
Form of Restricted Stock Award Agreement that evidences the terms of awards of restricted stock grants granted under the 2009 Long-Term Equity Incentive Plan to certain Directors in December 2014.
|
10.22*
|
Resolutions of Stock Option Committee of Board of Directors of the Registrant amending outstanding stock options by accelerating in full all vesting periods and exercise date restrictions and terminating replacement stock option privileges in connection with future option exercises, adopted by written consent effective December 29, 2005, is incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011.
|
10.23
|
Loan Agreement between Stock Yards Bank & Trust Company and German American Bancorp, Inc. dated January 25, 2013. The copy of this exhibit filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed January 29, 2013, is incorporated herein by reference.
|
10.24
|
Promissory Note (Term Note) made by German American Bancorp, Inc., to Stock Yards Bank & Trust Company dated January 25, 2013. The copy of this exhibit filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed January 29, 2013, is incorporated herein by reference.
|
10.25
|
Promissory Note (Revolving Note) made by German American Bancorp, Inc., to Stock Yards Bank & Trust Company dated January 25, 2013. The copy of this exhibit filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K filed January 29, 2013, is incorporated herein by reference.
|
10.26
|
Stock Pledge Agreement between Stock Yards Bank & Trust Company and German American Bancorp, Inc. dated January 25, 2013. The copy of this exhibit filed as Exhibit 99.4 to the Company’s Current Report on Form 8-K filed January 29, 2013, is incorporated herein by reference.
|
10.27
|
Omnibus Amendment to Loan Documents between Stock Yards Bank & Trust Company and German American Bancorp, Inc. dated as of December 31, 2013 is incorporated by reference from Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013.
|
Exhibit No.
|
Description
|
10.28+
|
Second Omnibus Amendment to Loan Documents between Stock Yards Bank & Trust Company and German American Bancorp, Inc. dated as of December 31, 2014.
|
10.29*
|
German American Bancorp, Inc., 2009 Long Term Equity Incentive Plan. This exhibit is incorporated by reference from Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (No. 333-160749) filed July 23, 2009.
|
10.30*
|
German American Bancorp, Inc., 2009 Employee Stock Purchase Plan. This exhibit is incorporated by reference from Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (No. 333-160749) filed July 23, 2009.
|
10.31
|
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.
|
21+
|
Subsidiaries of the Registrant
|
23+
|
Consent of Crowe Horwath LLP
|
31.1+
|
Sarbanes-Oxley Act of 2002, Section 302 Certification for President and Chief Executive Officer.
|
31.2+
|
Sarbanes-Oxley Act of 2002, Section 302 Certification for Executive Vice President (Principal Financial Officer).
|
32.1+
|
Sarbanes-Oxley Act of 2002, Section 906 Certification for President and Chief Executive Officer.
|
32.2+
|
Sarbanes-Oxley Act of 2002, Section 906 Certification for Executive Vice President (Principal Financial Officer).
|
101++
|
The following materials from German American Bancorp, Inc.’s Form 10-K Report for the annual period ended December 31, 2014, 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 Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.
|
(i)
|
in the case of conduct in his or her official capacity with the Corporation, that his or her conduct was in its best interest; and
|
(ii)
|
all other cases, that his or her conduct was at least not opposed to its best interest; and
|
(i)
|
had reasonable cause to believe his or her conduct was lawful; or
|
(ii)
|
had no reasonable cause to believe his or her conduct was unlawful.
|
(a)
|
Continuing Board Service and Meeting Attendance Conditions
. If you should (x) not continue in service to the Company and its subsidiaries or affiliates as a director through December 5, 2014, for any reason other than your death or disability, or (y) for any reason other than disability, fail to attend in person at least seventy-five percent (75%) of the aggregate number of meetings of the Company’s Board of Directors and the other corporate or subsidiary or affiliate boards and committees on which you may be (from time to time) a member during the period commencing on January 1, 2015 through December 5, 2015, or (z) fail to attend (other than by reason of disability or illness or bona fide emergency as determined in the sole discretion of the Company’s lead independent director) the Company's annual meeting of shareholders held in 2015 (each, a “Disqualifying Circumstance”), your Award (including your Restricted Stock and all associated property and rights) shall be forfeited and cancelled in its entirety effective as of the date of the last fact that establishes the existence of the Disqualifying Circumstance (the “Disqualification Date”) (regardless of whether the date on which the Board of Directors makes the determination to that effect after the Disqualification Date). In the event of any forfeiture or cancellation of your Restricted Stock pursuant to this Section 5, your shares of Restricted Stock shall be deemed to have been reacquired by the Company and cancelled effective as of the Disqualification Date, and you therefore shall not have the right to receive any cash dividends or other distributions with respect to the Restricted Stock that are declared with a record date after the Disqualification Date. The existence or non-existence of a Disqualifying Circumstance (and the date of the associated Disqualification Date) shall, in the event of any uncertainty or dispute, be determined for all purposes under the Plan and this Agreement by the Board of Directors (by vote or consent as provided by Section 2), whose judgment on such matters shall be conclusive and binding.
|
(b)
|
Immediate Vesting Caused by an Extraordinary Event.
If an Extraordinary Event (as defined by Section 6.06(d) of the Plan) occurs during the Restricted Period, and prior to the date of any forfeiture and cancellation of your Award, then the Vesting Date of your Award shall be deemed to have been accelerated to the date of the Extraordinary Event, and your Award (including the Restricted Stock and the LTI Cash Right) shall be deemed fully non-restricted and non-forfeitable as of such date.
|
|
|
|
GERMAN AMERICAN BANCORP, INC.
|
|
|
|
|
|
|
By:
|
|
(Director Name)
|
|
|
Mark A Schroeder, Chairman and CEO
|
|
GERMAN AMERICAN BANCORP, INC.,
an Indiana corporation
|
|
|
|
|
|
By:
|
/s/ Bradley M. Rust
|
|
|
|
|
Print Name:
|
Bradley M. Rust
|
|
|
|
|
Title:
|
EVP/CFO
|
STATE OF
|
Indiana
|
|
)
|
|
|
)
|
ss:
|
COUNTY OF
|
Dubois
|
)
|
|
|
Melissa L. Hafele
|
|
|
Notary Public
|
|
|
“Lender”
|
|
STOCK YARDS BANK & TRUST COMPANY,
a Kentucky banking corporation
|
|
|
|
|
|
By:
|
/s/ James E. Brown
|
|
|
|
|
Print Name:
|
James E. Brown
|
|
|
|
|
Title:
|
Senior Vice President
|
STATE OF KENTUCKY
|
)
|
|
|
|
|
)
|
ss:
|
COUNTY OF
|
Jefferson
|
)
|
|
|
Tammy Kraft
|
|
|
Notary Public
|
|
Name of Subsidiary
|
State/Jurisdiction of
Incorporation/Organization
|
Other Names under which
Subsidiary Does Business
|
German American Bancorp
|
Indiana
|
|
GAB Investment Company, Inc.
|
Nevada
|
|
GAB Investment Center, Inc.
|
Nevada
|
|
GAB Investments, LLC
|
Nevada
|
|
GAB Capital Funding Corp.
|
Nevada
|
|
GAB Funding Corp.
|
Maryland
|
|
First Title Insurance Company
|
Indiana
|
|
GABC Leasing, Inc.
|
Indiana
|
|
GABC Holdings, Inc.
|
Indiana
|
|
GABC Development Corporation
|
Indiana
|
|
German American Financial Advisors & Trust Company
|
Indiana
|
German American Financial Advisors
|
German American Insurance, Inc.
|
Indiana
|
|
Allied Premium Finance Company
|
Indiana
|
|
GABC Risk Management, Inc.
|
Nevada
|
|
German American Reinsurance Company, Ltd.
|
Turks and Caicos Islands
|
|
Financial Services of Southern Indiana, Inc.
|
Indiana
|
|
ACB Capital Trust I
|
Delaware
|
|
ACB Capital Trust II
|
Delaware
|
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
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):
|
March 9, 2015
|
|
Date
|
|
|
|
/s/ Mark A. Schroeder
|
|
Mark A. Schroeder
|
|
Chairman and
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K 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;
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3.
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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;
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4.
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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:
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5.
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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):
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March 9, 2015
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Date
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/s/ Bradley M. Rust
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Bradley M. Rust
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Executive Vice President and Chief Financial Officer
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(principal accounting officer and principal financial officer)
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(1)
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the Annual Report on Form 10-K for the year ended December 31, 2014, (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
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(2)
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information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of German American Bancorp, Inc.
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March 9, 2015
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Date
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/s/ Mark A. Schroeder
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Mark A. Schroeder
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Chairman and
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Chief Executive Officer
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(1)
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the Annual Report on Form 10-K for the year ended December 31, 2014, (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
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(2)
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information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of German American Bancorp, Inc.
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March 9, 2015
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|
Date
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|
|
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/s/ Bradley M. Rust
|
|
Bradley M. Rust
|
|
Executive Vice President and Chief Financial Officer
|
|
(principal accounting officer and principal financial officer)
|