Net interest income is the Company’s single largest source of earnings, and represents the difference between interest and fees realized on earning assets, less interest paid on deposits and borrowed funds. The following table summarizes German American Bancorp’s net interest income (on a tax-equivalent basis, at an effective tax rate of 34%) for each of the periods presented herein (dollars in thousands):
Net interest income declined $307,000 or 3.9% ($425,000 or 5.1% on a tax-equivalent basis) for the quarter ended March 31, 2004 compared with the first quarter of 2003. Net interest margin is tax-equivalent net interest income expressed as a percentage of average earning assets. For the first quarter of 2004, the net interest margin was 3.78% compared to 3.77% for the same period of 2003.
The Company’s net interest income has been adversely impacted over the past several quarters including the first quarter of 2004 by the historically low level of interest rates. The net interest margin for the Company’s core banking segment was 3.85% during the first quarter 2004 compared with 4.15% in the same period of 2003. As illustrated in Note 4 to the consolidated financial statements, the Company’s core banking segment net interest income declined by $351,000 during the first quarter 2004 compared with 2003. This decline was largely attributable to the sustained low level of interest rates. This historically low interest rate environment resulted in a decline in overall earning asset yields including both the loan and securities portfolios. The Company’s cost of funds has lowered significantly but has not sufficiently mitigated the decline in earning asset yield. The decline in net interest income was partially mitigated in the core banking segment by an increased level of earning assets driven by commercial loan growth.
In the second quarter of 2003, the Company’s mortgage banking segment repaid a maturing FHLB advance in the amount of $10.0 million with a rate of 7.27%. Late in the third quarter of 2003, the mortgage banking segment prepaid $20.0 million of FHLB advances with an average rate of 5.99%. These advances had stated maturities in the third quarter of 2004. Late in the fourth quarter of 2003, the Company’s mortgage banking segment prepaid an additional $20.0 million of FHLB advances with an average rate of 6.19%. These advances had stated maturities in the first quarter of 2005. During 2003, these advances were carried at negative interest rate spreads ranging from approximately 3% to 5% compared to the short-term investments that had been internally matched to the contractual repayment of these advances. The extinguishment of these borrowings positively impact the net interest margin and net interest income during the first quarter of 2004 compared with the first quarter of 2003. The net interest margin for the mortgage banking segment was 0.77% during the first quarter 2004 compared with a negative 0.42% in 2003. The increase in net interest income for the mortgage banking segment totaled $165,000 as illustrated in Note 4 to the consolidated financial statements.
Earning assets declined by $43.3 million during the first quarter of 2004 compared with 2003 and was largely attributable to a decreased residential mortgage loan portfolio and the repayment of FHLB advances within the mortgage banking segment. The decline in interest earning assets was also attributable, to a lesser degree, to the previously discussed self tender offer and the purchase of Company Owned Life Insurance (COLI) during mid-2003.
The reduction in loans was attributable to the refinance activity in the residential loan industry throughout 2003 that was fueled by a historically low interest rate environment and the Company’s sale of a majority of residential loan production in the secondary markets. Overall, the average loan portfolio declined by $11.9 million or approximately 2% during the first quarter of 2004 compared with 2003. Average residential mortgage loans declined $51.6 million or 32% in the quarter ended March 31, 2004 compared with the same period of 2003. Partially mitigating the decline in average residential mortgage loans was growth in the commercial loan portfolio. Average commercial loans increased by $39.5 million or 12% during the three months ended March 31, 2004 compared with the same period of 2003.
The Company purchased $10.0 million of COLI during July 2003. COLI is an earning asset, however, for financial statement purposes is not considered an interest-earning asset. The increase in cash value on COLI is reported in the non-interest income section of the consolidated statements of income. Because this $10.0 million consisted of funds that were previously invested in interest bearing assets, this purchase had a detrimental effect on net interest income, but not necessarily on net income.
Provision For Loan Losses:
The Company provides for loan losses through regular provisions to the allowance for loan losses. The provision is affected by net charge-offs on loans and changes in specific and general allocations required on the allowance. Provisions for loan losses totaled $402,000 during the quarter ended March 31, 2004 compared with a negative provision for loan losses of $36,000 in the first quarter of 2003. Net charge-offs totaled $231,000 or 0.04% of average loans outstanding during the first quarter of 2004 compared with net recoveries of $163,000 during the same period of 2003. The composition of the loan portfolio changed during the first quarter of 2004 compared with the same period of 2003, continuing a trend toward a greater concentration in higher-risk commercial and agricultural loans and less concentration in residential mortgage loans. Non-performing assets increased to $3,046,000 or 0.50% of total loans at March 31, 2004 compared with $2,779,000 or 0.45% of total loans at year-end 2003 and $2,877,000 0.48% of total loans at March 31, 2003.
The Company’s allowance for loan losses and subsequent provisions for loan losses are typically analyzed at the individual affiliate bank level, the segment level, and finally at the consolidated level. During the first quarter of 2004, the core banking segment’s provisions for loan losses totaled $462,000 while the mortgage banking segment totaled a negative $60,000 provision for loan loss. These levels compare with a provision in the core banking segment of $280,000 and a negative provision of $316,000 in the mortgage banking segment during the quarter ended March 31, 2003.
These provisions were made at a level deemed necessary by management to absorb estimated, probable incurred losses in the loan portfolio. A detailed evaluation of the adequacy of the allowance for loan losses is completed quarterly by management, the results of which are used to determine provisions for loan losses. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors.
Non-interest Income:
Non-interest income increased $422,000 or 17% for the quarter ended March 31, 2004 compared with the first quarter of 2003. The increases in Trust and Investment Product Fees, Service Charges on Deposit Accounts, Insurance Revenues, and Other Operating Income were offset by a decline in Net Gains on Sales of Loans and Related Assets.
Trust and Investment Product Fees increased $100,000 or 28% during the three month period ended March 31, 2004 compared to the same period during 2003. This increase was the result of the expansion of the sales generated by Company’s financial services subsidiary. Service Charges on Deposit Accounts increased $185,000 or 29% during the quarter ended March 31, 2004 compared with the same period during 2003. This increase was primarily attributable to the introduction of an overdraft protection service program during the second quarter of 2003.
Insurance Revenues increased $251,000 or 32% during the three month period ended March 31, 2004 compared to the three month period ended March 31, 2003. The increased insurance revenues were primarily the result of property and casualty insurance agency acquisitions completed late in the third quarter of 2003.
Other Operating Income increased by $259,000 or 147% during the quarter ended March 31, 2004 compared with the same quarter during 2003. The increase in Other Operating Income is partially attributable to reduced impairment charges in the mortgage banking segment’s mortgage servicing rights portfolio. The impairment charge was $117,000 for the three month period ended March 31, 2004 compared to $237,000 for the same period of 2003. Also contributing to the increase in Other Operating Income was the purchase of $10,000,000 of Company Owned Life Insurance (COLI) by the Company during the third quarter of 2003. The cash surrender value income on COLI increased $134,000 during three- months ended March 31, 2004 compared with the same period of 2003.
14
Net Gains on Sales of Loans and Related Assets decreased $355,000 or 66% for the three month period ended March 31, 2004 compared with the same period during 2003. The decline was primarily attributable to lower levels of loan originations and sales of loans to the secondary market as compared to 2003. Loan sales totaled $10.5 million during the quarter ended March 31, 2004 compared with $47.1 in 2003.
Non-interest Expense:
Non-interest expense increased $434,000 or 6% during the three month period ended March 31, 2004 compared to the same period of 2003. The increase was primarily due to an increase in Salaries and Employee Benefits, Professional Fees and Other Operating Expenses.
Salaries and Employee Benefits Expense increased $193,000 or 4% during the quarter ended March 31, 2004 compared with the same period of 2003. The increase in Salaries and Employee Benefits Expense is partially due to an increase in employees resulting from the acquisition of property and casualty insurance agencies completed late in the third quarter of 2003. Salaries and Employee Benefits Expense also increased due to increased sales-related incentives. Increased trust and investment product fees and increased property and casualty insurance revenues have contributed to increased sales-related incentive pay. Conversely, sales-related incentive pay for mortgage originations has declined during the three months ended March 31, 2004 compared to the same period of 2003 due to diminished loan originations and sales. Salaries and Employee Benefits Expense continues to represent the most significant portion of operating expenses, totaling 59% in 2004 and 60% in 2003.
Professional Fees Expense increased $82,000 or 29% during the three months ended March 31, 2004 compared with the same period of 2003. The increase was primarily attributable to expenses associated with ensuring the Company’s compliance with the provisions of the Sarbanes-Oxley Act.
Other Operating Expense increased $125,000 or 16% during the quarter ended March 31, 2004 compared with the quarter ended March 31, 2003. The increase in Other Operating Expense is due to an increased level of intangible amortization resulting from the previously mentioned property and casualty insurance agency acquisitions.
Income Taxes:
The Company’s effective income tax rate approximated 14.2% and 19.6% of pre-tax income during the three months ended March 31, 2004 and 2003. The lower effective tax rate during 2004 compared with 2003 was the result of lower before tax net income. The effective tax rate in all periods is lower than the blended statutory rate of 39.6%. The lower effective rates in both 2004 and 2003 primarily resulted from the Company’s tax-exempt investment income on securities and loans, income tax credits generated from investments in affordable housing projects, and income generated by subsidiaries domiciled in a state with no state or local income tax.
FINANCIAL CONDITION
Total assets at March 31, 2004 decreased $7.9 million to $918.1 million compared with $925.9 million in total assets at December 31, 2003. Loans, net of unearned income and allowance for loan losses, decreased by $3.5 million during the three months ended March 31, 2004. Cash and Cash Equivalents increased $2.5 million while Investment Securities decreased $4.4 million to $208.8 million at March 31, 2004 compared with $213.2 million at year-end.
Total Deposits at March 31, 2004 increased $7.1 million to $724.2 million compared with $717.1 in total deposits at December 31, 2003. Demand, savings, and money market accounts increased $7.3 million. FHLB Advances and Other Borrowings declined $14.1 million to $98.4 million at March 31, 2004 compared with $112.6 million at year-end. The decline in borrowings was the result of repayment of short-term variable rate FHLB advances and federal funds purchased.
15
Non-performing Assets:
The following is an analysis of the Company’s non-performing assets at March 31, 2004 and December 31, 2003 (dollars in thousands):
| March 31,
2004
| | December 31,
2003
|
|---|
| Non-accrual Loans | | | $ | 1,444 | | $ | 1,817 | |
| Past Due Loans (90 days or more) | | | | 1,602 | | | 962 | |
| Restructured Loans | | | | --- | | | --- | |
|
| |
| |
| Total Non-performing Loans | | | | 3,046 | | | 2,779 | |
|
| |
| |
| Other Real Estate | | | | 754 | | | 749 | |
|
| |
| |
| Total Non-performing Assets | | | $ | 3,800 | | $ | 3,528 | |
|
| |
| |
| |
| Allowance for Loan Loss to Non-performing Loans | | | | 276.95 | % | | 297.41 | % |
| Non-performing Loans to Total Loans | | | | 0.50 | % | | 0.45 | % |
Capital Resources:
Federal banking regulations provide guidelines for determining the capital adequacy of bank holding companies and banks. These guidelines provide for a more narrow definition of core capital and assign a measure of risk to the various categories of assets. The Company is required to maintain minimum levels of capital in proportion to total risk-weighted assets and off-balance sheet exposures such as loan commitments and standby letters of credit.
Tier 1, or core capital, consists of shareholders’ equity less goodwill, core deposit intangibles, and certain deferred tax assets defined by bank regulations. Tier 2 capital currently consists of the amount of the allowance for loan losses which does not exceed a defined maximum allowance limit of 1.25 percent of gross risk adjusted assets. Total capital is the sum of Tier 1 and Tier 2 capital.
The minimum requirements under these standards are generally at least a 4.0 percent leverage ratio, which is Tier 1 capital divided by defined “total assets”; 4.0 percent Tier 1 capital to risk-adjusted assets; and, an 8.0 percent total capital to risk-adjusted assets ratios. Under these guidelines, the Company, on a consolidated basis, and each of its affiliate banks individually, have capital ratios that exceed the regulatory minimums.
The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) requires federal regulatory agencies to define capital tiers. These are: well-capitalized, adequately-capitalized, under-capitalized, significantly under-capitalized, and critically under-capitalized. Under these regulations, a “well-capitalized” entity must achieve a Tier 1 Risk-based capital ratio of at least 6.0 percent; a total capital ratio of at least 10.0 percent; and, a leverage ratio of at least 5.0 percent, and not be under a capital directive.
At March 31, 2004, management is not under such a capital directive, nor is it aware of any current recommendations by banking regulatory authorities which, if they were to be implemented, would have or are reasonably likely to have, a material effect on the Company’s liquidity, capital resources or operations.
16
The table below presents the Company’s consolidated capital ratios under regulatory guidelines:
| Minimum for
Capital
Adequacy
Purposes
| To be Well
Capitalized
Under Prompt
Corrective
Action
Provisions
(FDICIA)
| At
March 31,
2004
| At
December 31,
2003
|
|---|
| |
| Leverage Ratio | 4.00% | 5.00% | 8.54% | 8.40% |
| Tier 1 Capital to Risk-adjusted Assets | 4.00% | 6.00% | 11.02% | 11.11% |
| Total Capital to Risk-adjusted Assets | 8.00% | 10.00% | 12.21% | 12.30% |
Shareholders’ equity totaled $84.2 million at March 31, 2004 or 9.2% of total assets, an increase of $1.1 million from December 31, 2003. All of the Company’s affiliate banks are categorized as well-capitalized as of March 31, 2004.
Liquidity:
The Consolidated Statement of Cash Flows details the elements of change in the Company’s cash and cash equivalents. During the three months ended March 31, 2004, operating activities provided $3.6 million of available cash, which included net income of $2.0 million. In addition, cash outflows included $1.5 million in dividends paid to shareholders. The cash inflows from the maturities and sales of securities exceeded the cash outflows from purchases of securities by approximately $4.8 million. The repayment of short-term borrowings totaled $15.5 million. Total cash inflows for the period exceeded outflows by $2.5 million, leaving cash and cash equivalents of $35.0 million at March 31, 2004.
The Company does not have access at the parent-company level to the sources of funds that are available to its bank subsidiaries to support their operations. The Company derives most of its parent-company revenues from dividends paid to the parent company by its bank subsidiaries. These subsidiaries are subject to statutory restrictions on their ability to pay dividends to the parent company. Therefore, in conjunction with the closing of the purchase by the Company of its stock under the tender offer, the parent company on March 20, 2003, established a two-year $15.0 million revolving line of credit with Bank One, N.A., Chicago, Illinois. The parent company may borrow funds under this line of credit for the purpose of funding stock repurchases and parent company working capital needs. The Company drew $8.0 million on the line of credit on the date of establishment and an additional $1.5 million during the first quarter of 2004. Interest on the unpaid balance of the line of credit is payable quarterly at a rate of 90-day LIBOR plus 125 basis points, and the unused balance of the line of credit bears a commitment fee of 15 basis points per annum. The loan agreement establishing the line of credit includes usual and customary covenants, including an agreement by the Company not to incur other debt without Bank One’s consent, an agreement that the Company will not pledge to others its investments in its subsidiaries, and an agreement to maintain its capital and the capital of its subsidiaries at “well capitalized” levels as that term is defined by bank regulatory agencies.
FORWARD-LOOKING STATEMENTS
The Company from time to time in its oral and written communications makes statements relating to its expectations regarding the future. These types of statements are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements can include statements about the Company’s net interest income or net interest margin; adequacy of allowance for loan losses and the quality of the Company’s loans and other assets; simulations of changes in interest rates; litigation results; dividend policy; estimated cost savings, plans and objectives for future operations; and expectations about the Company’s financial and business performance and other business matters as well as economic and market conditions and trends. They often can be identified by the use of words like “expect,” “may,” “will,” “would,” “could,” “should,” “intend,” “project,” “estimate,” “believe” or “anticipate,” or similar expressions.
17
The Company may include forward-looking statements in filings with the Securities and Exchange Commission (“SEC”), such as this Form 10-Q, in other written materials, and in oral statements made by senior management to analysts, investors, representatives of the media, and others. It is intended that these forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the forward-looking statement is made. Readers are cautioned that, by their nature, forward-looking statements are based on assumptions and are subject to risks, uncertainties, and other factors. Actual results may differ materially from the expectations of the Company that are expressed or implied by any forward-looking statement. The discussion elsewhere in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” lists some of the factors that could cause the Company’s actual results to vary materially from those expressed or implied by any forward-looking statements. Other risks, uncertainties, and factors that could cause the Company’s actual results to vary materially from those expressed or implied by any forward-looking statement include the unknown future direction of interest rates and the timing and magnitude of any changes in interest rates; effects of changes in competitive conditions; acquisitions of other businesses by the Company and costs of integrations of such acquired businesses; the introduction, withdrawal, success and timing of business initiatives and strategies; changes in customer borrowing, repayment, investment and deposit practices; changes in fiscal, monetary and tax policies; changes in financial and capital markets; changes in general economic conditions, either nationally or regionally, resulting in, among other things, credit quality deterioration; the impact, extent and timing of technological changes; capital management activities; actions of the Federal Reserve Board and 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. Investors should consider these risks, uncertainties, and other factors, in addition to those mentioned by the Company in its Annual Report on Form 10-K for its fiscal year ended December 31, 2003, and other SEC filings from time to time, when considering any forward-looking statement.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company’s exposure to market risk is reviewed on a regular basis by the Asset/Liability Committees and Boards of Directors of the holding company and its affiliate banks. Primary market risks which impact the Company’s operations are liquidity risk and interest rate risk.
The liquidity of the parent company is dependent upon the receipt of dividends from its bank subsidiaries, which are subject to certain regulatory limitations. The affiliate banks’ source of funding is predominately core deposits, maturities of securities, repayments of loan principal and interest, federal funds purchased, securities sold under agreements to repurchase and borrowings from the Federal Home Loan Bank.
The Company monitors interest rate risk by the use of computer simulation modeling to estimate the potential impact on its net interest income under various interest rate scenarios, and by estimating its static interest rate sensitivity position. Another method by which the Company’s interest rate risk position can be estimated is by computing estimated changes in its net portfolio value (“NPV”). This method estimates interest rate risk exposure from movements in interest rates by using interest rate sensitivity analysis to determine the change in the NPV of discounted cash flows from assets and liabilities.
NPV represents the market value of portfolio equity and is equal to the estimated market value of assets minus the estimated market value of liabilities. Computations are based on a number of assumptions, including the relative levels of market interest rates and prepayments in mortgage loans and certain types of investments. These computations do not contemplate any actions management may undertake in response to changes in interest rates, and should not be relied upon as indicative of actual results. In addition, certain shortcomings are inherent in the method of computing NPV. Should interest rates remain or decrease below current levels, the proportion of adjustable rate loans could decrease in future periods due to refinancing activity. In the event of an interest rate change, prepayment levels would likely be different from those assumed in the table. Lastly, the ability of many borrowers to repay their adjustable rate debt may decline during a rising interest rate environment.
18
The table below provides an assessment of the risk to NPV in the event of a sudden and sustained 2% increase and decrease in prevailing interest rates (dollars in thousands).
Interest Rate Sensitivity as of March 31, 2004
| Net Portfolio
Value
| Net Portfolio Value
as a % of Present Value
of Assets
|
|---|
Changes
In rates
| $ Amount
| % Change
| NPV Ratio
| Change
|
|---|
| +2% | $113,734 | 3.72% | 12.55% | 75 b.p. |
| Base | 109,655 | --- | 11.80 | --- |
| -2% | 93,490 | (14.74) | 9.93 | (187) b.p. |
Item 3 includes forward-looking statements. See “Forward-looking Statements” included in Part I Item 2 of this Report for a discussion of certain factors that could cause the Company’s actual exposure to market risk to vary materially from that expressed or implied above. These factors include possible changes in economic conditions; interest rate fluctuations, competitive product and pricing pressures within the Company’s markets; and equity and fixed income market fluctuations. Actual experience may also vary materially to the extent that the Company’s assumptions described above prove to be inaccurate.
Item 4. Controls and Procedures.
As of March 31, 2004, the Company carried out an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Company’s periodic reports filed with the Securities and Exchange Commission. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
There was no change in the Company’s internal control over financial reporting that occurred during the Company’s first fiscal quarter of 2004 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
19
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
The following table sets forth information regarding the Company’s purchases of its common shares during each of the three months ended March 31, 2004.
| 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) |
|---|
| January | --- | --- | --- | 399,789 |
| 2004 |
| February | 22,135(2) | $ 17.51(2) | --- | 399,789 |
| 2004 |
| March | --- | --- | --- | 399,789 |
| 2004 |
1. On April 26, 2001, the Company announced that its Board of Directors had approved a stock repurchase program for up to 607,754 of its outstanding common shares, of which the Company had purchased 207,965 common shares through March 31, 2004. The Board of Directors established no expiration date for this program. No shares were purchased under this program during the quarter ended March 31, 2004.
2. The shares purchased during February 2004 were acquired by the Company from certain persons who held options (“optionees”) to acquire the Company’s common shares under its 1999 Long-Term Equity Incentive Plan (“Plan”) in connection with the exercises by such optionees of their options during February 2004. Under the terms of the Plan, optionees are generally entitled to pay some or all of the exercise price of their options by delivering to the Company common shares that the optionee may already own, subject to certain conditions. The Company is generally obligated to purchase any such common shares delivered to it by such optionees for this purpose and to apply the market value of those tendered shares as of the date of exercise of the options toward the exercise prices due upon exercise of the options. Shares acquired by the Company pursuant to option exercises under the Plan are not made pursuant to the repurchase program described by Note 1 and do not reduce the number of shares available for purchase under that program.
20
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed herewith:
| 3.1 | Restatement of Articles of Incorporation of the Registrant is incorporated by reference to Exhibit 3.01 to the Registrant's Current Report on Form 8-K filed May 5, 2000. |
| 3.2 | Restated Bylaws of the Registrant, as amended April 26, 2001, is incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001. |
| 4.1 | Rights Agreement dated April 27, 2000 is incorporated by reference to Exhibit 4.01 to Registrant's Current Report on Form 8-K filed May 5, 2000. |
| 4.2 | No long-term debt instrument issued by the Registrant exceeds 10% of consolidated total assets. In accordance with paragraph 4 (iii) of Item 601(b) of Regulation S-K, the Registrant will furnish the Securities and Exchange Commission copies of long-term debt instruments and related agreements upon requests. |
| 4.3 | Terms of Common Shares and Preferred Shares of German American Bancorp found in Restatement of Articles of Incorporation are incorporated by reference to Exhibit 3.01 to Registrant's Current Report on From 8-K filed May 5, 2000. |
| 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 Senior 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 Senior Vice President (Principal Financial Officer) |
(b) Reports on Form 8-K
The Registrant filed a Report on Form 8-K on February 3, 2004 to furnish under Item 12 its press release announcing its results of operations for the quarter and year ended December 31, 2003.
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date May 7, 2004 | GERMAN AMERICAN BANCORP
By /s/ Mark A. Schroeder
Mark A. Schroeder
President and CEO
|
| Date May 7, 2004 | By /s/ Bradley M. Rust
Bradley M. Rust
Senior Vice President and
Principal Financial Officer
|
22
EXHIBIT INDEX
| 3.1 | Restatement of Articles of Incorporation of the Registrant is incorporated by reference to Exhibit 3.01 to the Registrant's Current Report on Form 8-K filed May 5, 2000. |
| 3.2 | Restated Bylaws of the Registrant, as amended April 26, 2001, is incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001. |
| 4.1 | Rights Agreement dated April 27, 2000 is incorporated by reference to Exhibit 4.01 to Registrant's Current Report on Form 8-K filed May 5, 2000. |
| 4.2 | No long-term debt instrument issued by the Registrant exceeds 10% of consolidated total assets. In accordance with paragraph 4 (iii) of Item 601(b) of Regulation S-K, the Registrant will furnish the Securities and Exchange Commission copies of long-term debt instruments and related agreements upon requests. |
| 4.3 | Terms of Common Shares and Preferred Shares of German American Bancorp found in Restatement of Articles of Incorporation are incorporated by reference to Exhibit 3.01 to Registrant's Current Report on From 8-K filed May 5, 2000. |
| 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 Senior 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 Senior Vice President (Principal Financial Officer) |
23
