German American Bancorp, Inc.
Annual Report 2011

Plain-text annual report

Shield of Strength Summary Annual Report 2011 THE umbers Numbers Total Assets (dollars in millions) $2,100 $1,800 $1,500 $1,200 $1,132 $1,191 $1,874 $1,243 $1,376 Total Loans, Net of Unearned Income (dollars in millions) Commercial and Agriculture Loans as % of Total Loans $1,121 $868 $890 $878 $917 77% 79% 81% 75% 72% $1,200 $1,000 $800 $600 $400 $200 $0 $900 $600 $300 $0 $1,800 $1,500 $1,200 $900 $600 $300 $0 $70,000 $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $0 12/31/07 12/31/08 12/31/09 12/31/10 12/31/11 12/31/07 12/31/08 12/31/09 12/31/10 12/31/11 Total Deposits (dollars in millions) $1,556 $942 $970 $877 $1,087 Total Shareholders’ Equity (dollars in thousands) Annualized Return of Equity $167,610 $97,116 $105,174 $113,549 $121,534 12.84% 11.12% 11.18% 12.67% 10.04% $180,000 $150,000 $120,000 $90,000 $60,000 $30,000 $0 12/31/07 12/31/08 12/31/09 12/31/10 12/31/11 12/31/07 12/31/08 12/31/09 12/31/10 12/31/11 Net Interest Income (Tax-Equivalent) (dollars in thousands) Net Interest Margin $65,202 $39,205 $41,525 $49,481 $45,323 3.83% 3.82% 3.84% 3.95% 3.98% Net Income & Earnings Per Share (dollars in thousands) $20,249 $12,803 $12,218 $13,405 $1.61 $1.16 $1.10 $1.21 $9,405 $0.85 $21,000 $18,000 $15,000 $12,000 $9,000 $6,000 $3,000 $0 12/31/07 12/31/08 12/31/09 12/31/10 12/31/11 12/31/07 12/31/08 12/31/09 12/31/10 12/31/11 A LETTER TO OUR hareholders Shareholders 1 Mark Schroeder Chairman and CEO Dear Shareholders: The theme of this year’s Summary Annual Report, Shield of Strength, supports German American’s continued efforts to enhance the strength and stability upon which our reputation has been built over the course of a century of service to our Southern Indiana market area. During 2011, German American once again delivered superior performance in terms of improved fi nancial results, market expansion, and balance sheet growth. Financially, we achieved a milestone of successive record quarters in each of the four quarters of 2011, which on a combined basis, resulted in extremely strong record fi nancial performance for the year. Our reported net income for 2011 of $20.3 million, or $1.61 per share, represents a 33.1% increase in earnings per share above the previous record annual earnings of $13.4 million, or $1.21 per share, recorded in 2010. A further indication of the continuing trend of your Company’s strong fi nancial performance is the achievement, during the past four years, of the best four year period, in terms of reported annual earnings, in the Company’s 101 year history. Additionally, the Company’s return on average shareholder equity of 12.67% in 2011 represents the 7th consecutive year that German American has delivered double-digit returns on shareholders’ equity. Your Company also made signifi cant strides in 2011 relative to our continued expansion within the Evansville and Bloomington, Indiana, markets. In January, we fi nalized the acquisition of the Bank of Evansville which added three more locations to our existing Evansville branch banking network. In April, we expanded our trust operations by recruiting an experienced Evansville-based trust team to manage and grow our trust client base in that market. Additionally, in July, we opened a new downtown fi nancial center in Bloomington allowing us to build upon the signifi cant growth we’ve experienced within that market in recent years. We now offer banking, insurance, investment, and trust services to our growing client base in both the Evansville and Bloomington markets and continue to develop plans for further branch expansions and additional product offerings within both of these important new markets. markets, while our expansion into the Evansville, Indiana, market contributed approximately another $300 million in average core deposits. Core deposits, which are widely recognized as the most stable funding source for community banking organizations, continue to represent a signifi cant source of funding for German American with approximately 86% of average total funding sources derived from core deposits during 2011. Our sole focus is our clients located throughout Southern Indiana, and we recognize that our past, present, and future success as an organization is explicitly linked to the fi nancial well-being of those clients and to the prosperity of the Southern Indiana communities in which we do business. We are extremely grateful for the economic strength and stability of the Southern Indiana market area, and we are very pleased with the growing acceptance of German American by the businesses and consumers throughout our footprint. More and more, clients throughout our market area are coming to recognize the benefi ts of working with German American for the fulfi llment of all their fi nancial needs. They value the safety, soundness, and protection afforded them by German American’s Shield of Strength. The achievement of our record level of performance over the course of the past four years, during an extremely diffi cult economic period, places German American among a very elite group of fi nancial institutions nationwide. This combination of strong fi nancial performance, important new market expansion, and signifi cant balance sheet growth positions German American very well for continued future success within both our legacy markets and expansion markets and across all of our lines of business _ banking, insurance, investment, and trust. We are extremely pleased to be able to once again deliver upon our commitment to our customers to offer the very best in fi nancial products and services throughout our Southern Indiana footprint in a safe, sound, and secure manner. We are equally as pleased to once again deliver upon our commitment to you, our shareholders, to enhance the long-term value of your investment in German American by means of the achievement of consistent, superior fi nancial performance. In terms of balance sheet growth, we experienced dramatic growth within average core deposits, as this important component of our funding base grew by over $450 million, or by nearly 50%, during 2011. Approximately $150 million of the core deposit growth was generated from within our legacy Sincerely, Mark A. Schroeder Chairman & CEO OUR Commitment 2 Committed to the growth and prosperity of southern Indiana. Bloomington MONROE COUNTY Bedford LAWRENCE COUNTY DAVIESS COUNTY Odon/Cannelburg Vincennes Washington KNOX COUNTY Loogootee MARTIN COUNTY Otwell Petersburg Ireland Dubois Jasper DUBOIS COUNTY Huntingburg Holland Ferdinand SPENCER COUNTY PERRY COUNTY Tell City Princeton GIBSON COUNTY Oakland City VANDERBURGH VANDERBURGH VANDERBURGH COUNTY COUNTY COUNTY Winslow PIKE COUNTY WARRICK COUNTY Evansville Newburgh Rockport Banking Investments Insurance 3 Bedford Holland Oakland City Tell City 1502 I Street 2606 16th Street 1410 L Street Bloomington 2614 E. 3rd Street 504 N. College Avenue Dubois 4541 N. 4th Street Evansville 4424 Vogel Road 3150 Lynch Road 530 N. St. Joseph Avenue 515 Dixie Lane 405 N. Meridian 1100 W. Morton Street Huntingburg Montgomery 309 E. 13th Street 7721 N. CR 900 E. Ireland Otwell 5138 W. State Road 56 1665 N. State Road 257 Jasper 711 Main Street 209 3rd Avenue Highway 231 & 2nd Street 3585 Newton Street Petersburg 305 E. Main Street 518 E. Main Street Princeton 231 W. Broadway Loogootee 100 Charles Street Rockport 704 N. 5th Street 645 Main Street 1508 12th Street 208 E. Highway 66 Vincennes 101 N. 3rd Street 2814 N. 6th Street 1700 Willow Street Washington 201 E. Main Street 205 E. Main Street Cherry Tree Plaza Winslow 300 Main Street Ferdinand Newburgh 1020 Main Street 3933 Venetian Drive New Offi ces Opened in 2011 Bloomington 9 North Evansville Vogel Road Evansville St. Joseph Avenue Evansville Highway 41 North OUR Company 4 Our Shield of Strength is defi ned quite simply. It’s the loyalty of our customers. The welcoming of new customers as we grow. Engaging in our communities and giving back. The commitment of our shareholders. The dedication of our strong team of banking, insurance, and investment professionals. The years 2008, 2009, 2010, and 2011 have been the best 4 years in our company’s history with record earnings recorded in each of the past two years. Clay W. Ewing President, Commercial and Retail Banking Bradley M. Rust Executive Vice President, and Chief Financial Offi cer Kenneth L. Sendelweck President, Private Banking and Wealth Management Mark A. Schroeder Chairman and CEO OUR VISION It is our vision to build a regional presence, offering a full array of fi nancial products and services. We will always be mindful of community banking roots and the importance of enhancing and growing the relationships we have with our shareholders, customers, employees, and communities. OUR MISSION Our mission is to build relationships mutually benefi cial to our clients and our shareholders. Banking Since 1910 our customers have partnered with German American for their banking needs. We have helped our customers open and grow businesses, buy and build new homes, send children to college, retire comfortably, and manage the day to day fi nancial needs of individuals, families, and businesses. We offer the convenience of banking in any of our 34 offi ces throughout southern Indiana or online with our suite of personal and business online banking products. Our business bankers are connected to the fi nancial climate of southern Indiana and design fi nancial packages that help clients thrive. Insurance Our insurance professionals realize that insuring you and your assets is much more than replacing material items. It’s peace of mind knowing that all of your hard work and dreams can continue even in unfortunate circumstances. We represent a variety of excellent insurance carriers, which helps our personal and commercial agents fi nd the best coverage for each particular client at the most affordable price. We are dedicated to our philosophy of careful analysis, cost-effective protection, thorough risk management, and personal service. Investments We believe that a sound investment strategy is a process that takes a very comprehensive approach to understanding the clients’ goals and objectives. Personal and business clients appreciate our clear vision to help them develop effective fi nancial plans to help them retire comfortably, send children to college, transfer wealth from one generation to the next, and make sound fi nancial decisions. 5 COMMUNITY INVOLVEMENT Giving back to the communities we serve in southern Indiana is ingrained in our culture. Throughout our 100 plus year history, we have supported many important and valued projects undertaken by both charitable organizations and civic institutions. We have a long history of community involvement, both from a contributory standpoint, as well as a dedication to hands- on volunteer efforts. It has long been a focus of German American to support and sustain organized efforts in our communities which serve and promote areas of education, the arts, economic development, and community enrichment. BOARD OF irectors Directors 6 Douglas A. Bawel Christina M. Ernst Marc D. Fine supports Doug is the Chairman and CEO of Jasper in Jasper, Engines and Transmissions Indiana. Other business interests include Realty Inc. LLC, Air, LLC, and BAM Leasing. Doug community including Patoka Valley organizations, Health Care Cooperative. He has received the Indiana Business Leader of the Year award and Indiana’s Entrepreneur of the Year award in manufacturing. various Marc, who was a founding director of American Community Bancorp, Inc., has practiced law in Evansville, Indiana, since 1984 and is a founding member of the law fi rm of Rudolph, Fine, Porter & Johnson, LLP, in Evansville. Marc is active in many civic and community organizations in Evansville. Chris is the president and chairman of Miller Construction Company, Inc., a third generation family business in Vincennes, Indiana, specializing in the building and maintenance of high voltage power lines for midwestern utility companies. A founding member of Knox County Community Foundation, she serves as vice chairman of the Vincennes University Foundation Board of Directors and has received the Torchbearer award from the State of Indiana. Chris holds a Bachelor of Science degree and a Master of Science degree from Indiana University. Richard E. Forbes U. Butch Klem J. David Lett In January 2010, Rich retired from his position as President and CEO of Fortune Brands Home and Hardware, a Fortune 500 company. Certifi ed as a public accountant in 1970, he became chief fi nancial offi cer of MasterBrand Cabinets, Inc., a cabinet-manufacturing subsidiary of Fortune Brands, and later became that subsidiary’s President and CEO. Rich currently serves on the board of a private manufacturing company in Georgia and is active on the Finance Committee of the Dubois County Community Foundation. Butch is president and CEO of U.B. Klem Furniture Company, located southeast of Jasper, Indiana. He founded the company, furniture specializing manufacturing for a variety of national franchisors, in 1973. Butch has received Indiana’s Entrepreneur of the Year award in manufacturing. restaurant in Indiana, with his As a partner of Lett and Jones Attorneys at Law, Dave serves Loogootee and Martin County, law practice while being involved in a variety of community groups. He also serves as a part-time deputy prosecuting attorney for Daviess County, Indiana. Dave earned a Bachelor of Arts degree from Franklin College and a Juris Doctor degree from Thomas M. Cooley School of Law. irectors 7 Gene C. Mehne Chris A. Ramsey Mark A. Schroeder Gene is president and manager of Mehne Farms, Inc. in northern Dubois County, Indiana. Gene is involved in various farm organizations and serves as treasurer of St. Paul’s Capital Stewardship Fund. He earned a Bachelor of Science degree from Purdue University. of Corporation is president of Ramsey Chris, who Tell Development City, Indiana, is the owner of several businesses in the construction and real estate industry. He has been engaged in real estate development for more than 25 years. Chris previously served on several other bank boards in southern Indiana and is involved in various civic and professional organizations at the local, state, and national level. Mark is the Chairman and CEO of German American Bancorp, Inc., as well as the vice chairman of the board of members of the Indiana Department of Financial Institutions. He has also served on the board of directors of the Independent Community Bankers of America, the national trade association for community banking. He earned a Bachelor of Science degree in financial management from the University of Evansville and holds a Certified Public Accounting (CPA) license from the State of Indiana. Mark graduated from the ABA Commercial Lending Graduate School and the ABA Stonier Graduate School of Banking. Thomas W. Seger Michael J. Voyles Tom is Vice President of Wabash Valley Produce and President of Simple Transportation, both located in Dubois, Indiana. He serves on the boards of Brown Produce Company in Farina, Illinois, and Ballas Egg Products in Zanesville, Ohio, and he shares ownership in Farbest Foods, Huntingburg, Indiana, and JFS Milling, Dubois, Indiana. Tom is also a board member and treasurer of Patoka Valley Health Care Cooperative. Mike is the president of M.J.V., Inc. and received the Petersburg Pride Good Neighbor Business award in 2005 for his efforts in giving back to the Petersburg community. He earned a Bachelor of Science degree in Electrical Engineering from Purdue University. REPORT OF INDEPENDENT REGISTERED PUBLIC ccounting Firm Accounting Firm 8 We have audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) the consolidated balance sheets of German American Bancorp, Inc. as of December 31, 2011 and 2010, and the related consolidated statements of income and comprehensive income, changes in shareholders’ equity, and cash fl ows for each of the three years in the period ended December 31, 2011, appearing in the Annual Report on Form 10-K, not appearing herein. In our report dated March 9, 2012, also appearing in the Annual Report on Form 10-K, we expressed an unqualifi ed opinion on those consolidated fi nancial statements. In our opinion, the information set forth in the consolidated balance sheets and consolidated statements of income and comprehensive income presented on pages 10 and 11 is fairly stated, in all material respects, in relation to the consolidated fi nancial statements from which they have been derived. Crowe Horwath LLP Indianapolis, Indiana March 9, 2012 FIVE YEAR Dollars in thousands, except per share data ummary Summary The following selected data should be read in conjunction with the Company’s Annual Report on Form 10-K for 2011. 9 Summary of Operations: Interest Income Interest Expense Net Interest Income Provision for Loan Losses Net Interest Income after Provision for Loan Losses Non-interest Income Non-interest Expense Income before Income Taxes Income Tax Expense Net Income Year-end Balances: Total Assets Total Loans, Net of Unearned Income Total Deposits Total Long-term Debt Total Shareholders’ Equity Average Balances: Total Assets Total Loans, Net of Unearned Income Total Deposits Total Shareholders’ Equity Per Share Data(1): Net Income Cash Dividends Book Value at Year-end Other Data at Year-end: Number of Employees 2011 2010 2009 2008 2007 $ 80,161 $ 64,193 $ 63,736 $ 67,845 $ 72,261 16,180 63,981 6,800 57,181 21,576 50,782 27,975 7,726 15,522 48,671 5,225 43,446 16,943 41,361 19,028 5,623 19,223 44,513 3,750 40,763 15,859 40,391 16,231 4,013 26,908 40,937 3,990 36,947 18,210 36,716 18,441 5,638 $ 20,249 $ 13,405 $ 12,218 $ 12,803 $ 33,646 38,615 3,591 35,024 15,704 37,221 13,507 4,102 9,405 $ 1,873,767 $ 1,375,888 $ 1,242,965 $ 1,190,828 $ 1,131,710 1,120,993 917,236 1,556,198 1,087,286 90,974 167,610 81,016 121,534 877,822 969,643 113,320 113,549 890,436 941,750 105,608 105,174 867,721 877,421 86,786 97,116 $ 1,823,703 $ 1,330,540 $ 1,230,596 $ 1,174,583 $ 1,114,140 1,114,181 906,127 1,521,204 1,046,295 159,765 119,867 891,322 963,928 109,887 880,630 922,137 99,711 840,849 889,736 93,677 $ $ 1.61 0.56 13.31 1.21 0.56 10.94 $ 1.10 $ 1.16 $ 0.56 10.25 0.56 9.54 0.85 0.56 8.81 417 359 332 348 371 Weighted Average Number of Shares(1) 12,581,646 11,098,836 11,065,917 11,029,519 11,009,536 Selected Performance Ratios: Return on Assets Return on Equity Equity to Assets Dividend Payout Net Charge-offs to Average Loans Allowance for Loan Losses to Loans Net Interest Margin (1) Share and Per Share Data excludes the dilutive effect of stock options. 1.11% 12.67% 8.95% 34.80% 0.43% 1.37% 3.84% 1.01 % 11.18 % 8.83 % 46.36 % 0.32 % 1.45 % 3.98 % 0.99 % 11.12 % 9.14 % 50.71 % 0.25 % 1.25 % 3.95 % 1.09 % 0.84 % 12.84 % 10.04 % 8.83 % 8.58 % 48.25 % 65.65 % 0.29 % 1.07 % 3.82 % 0.32 % 0.93 % 3.83 % tatements of Income and Comprehensive Income CONSOLIDATED alance Sheets Balance Sheets Dollars in thousands, except per share data 10 Assets Cash and Due from Banks Federal Funds Sold and Other Short-term Investments Cash and Cash Equivalents Interest-bearing Time Deposits with Banks Securities Available-for-Sale, at Fair Value Securities Held-to-Maturity, at Cost (Fair value of $697 and $1,613 on December 31, 2011 and 2010, respectively) Loans Held-for-Sale, at Fair Value Loans Less: Unearned Income Allowance for Loan Losses Loans, Net Stock in FHLB of Indianapolis and Other Restricted Stock, at Cost Premises, Furniture and Equipment, Net Other Real Estate Goodwill Intangible Assets Company Owned Life Insurance Accrued Interest Receivable and Other Assets $ December 31, 2011 2010 28,366 32,737 61,103 5,986 516,844 690 21,485 1,123,549 (2,556 ) (15,312 ) 1,105,681 8,340 37,706 2,343 18,865 4,346 29,263 61,115 $ 15,021 4,250 19,271 - 346,747 1,604 11,850 918,718 (1,482 ) (13,317 ) 903,919 9,207 25,974 2,095 9,835 2,624 24,822 17,940 TOTAL ASSETS $ 1,873,767 $ 1,375,888 Liabilities Non-interest-bearing Demand Deposits Interest-bearing Demand, Savings, and Money Market Accounts Time Deposits Total Deposits FHLB Advances and Other Borrowings Accrued Interest Payable and Other Liabilities TOTAL LIABILITIES 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 Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income $ 282,335 899,584 374,279 $ 184,204 541,532 361,550 1,556,198 1,087,286 130,993 18,966 153,717 13,351 1,706,157 1,254,354 - 12,594 95,039 49,434 10,543 - 11,105 69,297 36,232 4,900 TOTAL SHAREHOLDERS’ EQUITY 167,610 121,534 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,873,767 $ 1,375,888 End of period shares issued and outstanding 12,594,258 11,105,583 See Annual Report on Form 10-K. CONSOLIDATED tatements of Income and Comprehensive Income Statements of Income and Comprehensive Income Dollars in thousands, except per share data Interest Income Interest and Fees on Loans Interest on Federal Funds Sold and Other Short-term Investments Interest and Dividends on Securities: $ Taxable Non-taxable TOTAL INTEREST INCOME Interest Expense Interest on Deposits Interest on FHLB Advances and Other Borrowings TOTAL INTEREST EXPENSE NET INTEREST INCOME Provision for Loan Losses NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES Non-Interest Income Trust and Investment Product Fees Service Charges on Deposit Accounts Insurance Revenues Company Owned Life Insurance Interchange Fee Income Other Operating Income Net Gains on Sales of Loans Net Gain (Loss) on Securities TOTAL NON-INTEREST INCOME Non-Interest Expense Salaries and Employee Benefi ts Occupancy Expense Furniture and Equipment Expense FDIC Premiums Data Processing Fees Professional Fees Advertising and Promotion Supplies Intangible Amortization Other Operating Expenses TOTAL NON-INTEREST EXPENSE Income before Income Taxes Income Tax Expense NET INCOME Other Comprehensive Income: Changes in Unrealized Gain (Loss) on Securities Available-for-Sale, Net Change in Unrecognized Loss on Postretirement Benefi t Obligation Change In Unrecognized Amounts in Pension Total Other Comprehensive Income COMPREHENSIVE INCOME Basic Earnings per Share Diluted Earnings per Share See Annual Report on Form 10-K. 2011 Years Ended December 31, 2010 2009 11 $ 64,445 216 13,677 1,823 80,161 11,986 4,194 16,180 63,981 6,800 57,181 2,145 4,154 5,819 1,100 1,501 1,452 2,381 3,024 $ 53,266 76 9,812 1,039 64,193 10,561 4,961 15,522 48,671 5,225 43,446 1,582 4,065 5,347 806 1,243 1,740 2,160 - 53,905 106 8,660 1,065 63,736 13,495 5,728 19,223 44,513 3,750 40,763 1,617 4,395 5,296 1,104 969 1,141 1,760 (423 ) 21,576 16,943 15,859 27,992 4,264 2,934 1,473 2,092 2,056 1,525 688 1,956 5,802 50,782 27,975 7,726 22,070 3,492 2,591 1,455 1,411 2,285 1,255 755 898 5,149 41,361 19,028 5,623 $ 20,249 $ 13,405 $ 5,677 (38 ) 4 5,643 25,892 1.61 1.61 $ $ $ $ $ 474 (176 ) (13 ) 285 13,690 1.21 1.21 $ $ $ $ $ $ $ $ 21,961 3,382 2,653 1,863 1,368 1,740 993 528 909 4,994 40,391 16,231 4,013 12,218 1,908 - (47 ) 1,861 14,079 1.10 1.10 12 The counties we have served the longest – Dubois, Martin, Pike, Perry, Spencer, Daviess, Gibson, Knox, Lawrence – are the backbone of our strength and stability as they continue to trust us for their fi nancial needs. We are humbled and honored by the overwhelming acceptance and support we have received from our recent entry in the Evansville-area market and expansion in the Bloomington market. Our disciplined approach to managing our fi nancial services company along with our strong German American team, who work hard everyday, offer our clients higher standards in banking, insurance, and investments. Randy Braun Chris LeBeau David Pleiss Tony Loudermilk Jay Baker CAUTIONARY NOTE REGARDING orward-Looking Statements Forward-Looking Statements 13 This Summary Annual Report, including our CEO’s letter to our Shareholders on Page 1, includes forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, relating to our expectations concerning our opportunities for future growth and expansion, fi nancial performance, and other matters. Readers are cautioned that actual results and performance may differ materially from any of our present expectations that are expressed or implied by any forward-looking statement due to the inherent uncertainties in predicting the future, and risks affecting German American and its stock, including those that are described in Item 1, “Business - Forward Looking Statements and Associated Risks” and in Item 1A, “Risk Factors,” in our accompanying Annual Report on Form 10-K. You may review that document (and our other SEC fi lings) via the internet through the Shareholder Information section of our website, www.germanamerican.com. This report speaks only as of March 9, 2012, and we do not promise anyone that it will be updated for changes or events after that date. 4 5 6 7 3 9 8 10 2 1 1. Laura Bogard 2. Neil Dauby 3. John Lamb 4. David Henson 5. Keith Leinenbach 6. Sherri Alley 7. Joe Dedman 8. Donna Sholtis 9. Joel Smith 10. Gaven Oexmann 711 Main Street • PO Box 810 • Jasper, IN 47547-0810 • (812)482-1314 germanamerican.com 001CSN0353

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