UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2019 Commission File Number 001-15877 German American Bancorp, Inc. (Exact name of registrant as specified in its charter) Indiana 35-1547518 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 711 Main Street, Jasper, Indiana 47546 (Address of Principal ...

PART I. FINANCIAL INFORMATION [Item 1. Unaudited Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) This section presents the unaudited consolidated financial statements of German American Bancorp, Inc. for Q1 2019, including balance sheets, income statements, and cash flows [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets slightly decreased to $3.896 billion, while shareholders' equity increased to $479.2 million, driven by net income and comprehensive income Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Total Assets** | **$3,895,524** | **$3,929,090** | | Cash and Cash Equivalents | $59,528 | $96,550 | | Loans, Net | $2,692,589 | $2,712,236 | | Securities Available-for-Sale | $824,597 | $812,611 | | **Total Liabilities** | **$3,416,337** | **$3,470,450** | | Total Deposits | $3,065,170 | $3,072,632 | | FHLB Advances and Other Borrowings | $317,480 | $376,409 | | **Total Shareholders' Equity** | **$479,187** | **$458,640** | [Consolidated Statements of Income](index=6&type=section&id=Consolidated%20Statements%20of%20Income) Net income for Q1 2019 increased 27.5% to $15.1 million, with diluted EPS rising to $0.60, driven by higher net interest income Consolidated Income Statement Highlights (in thousands, except per share data) | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | Net Interest Income | $33,591 | $25,610 | | Provision for Loan Losses | $675 | $350 | | Non-interest Income | $11,658 | $9,492 | | Non-interest Expense | $26,759 | $20,455 | | **Net Income** | **$15,067** | **$11,813** | | **Diluted Earnings per Share** | **$0.60** | **$0.51** | | Dividends per Share | $0.17 | $0.15 | [Consolidated Statements of Comprehensive Income](index=8&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Comprehensive income for Q1 2019 significantly increased to $24.5 million, primarily due to a positive swing in other comprehensive income from unrealized gains on securities Comprehensive Income (in thousands) | Component | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | Net Income | $15,067 | $11,813 | | Other Comprehensive Income (Loss) | $9,414 | $(9,218) | | **Comprehensive Income** | **$24,481** | **$2,595** | [Consolidated Statements of Changes in Shareholders' Equity](index=9&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity increased to $479.2 million, primarily driven by net income and other comprehensive income, partially offset by dividends paid - Key drivers for the change in shareholders' equity in Q1 2019 were: - Net Income: **+$15,067 thousand**[19](index=19&type=chunk) - Other Comprehensive Income: **+$9,414 thousand**[19](index=19&type=chunk) - Cash Dividends Paid: **-$4,245 thousand**[19](index=19&type=chunk) [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash and cash equivalents decreased by $37.0 million in Q1 2019, with net cash used in financing activities significantly impacting the overall change Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $15,343 | $13,739 | | Net Cash from Investing Activities | $18,032 | $(22,793) | | Net Cash from Financing Activities | $(70,397) | $(21,095) | | **Net Change in Cash and Cash Equivalents** | **$(37,022)** | **$(30,149)** | [Notes to Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section details accounting policies, financial statement line items, and the adoption of new accounting standards, including a pending business combination - The Company adopted ASU 2014-09 (Topic 606) on revenue recognition, which did not materially change the method of recognizing revenue for its primary streams[25](index=25&type=chunk) - The Company adopted the new lease accounting standard (Topic 842) on January 1, 2019, recognizing a right-of-use asset and corresponding lease liability of **$9.034 million**[122](index=122&type=chunk) - On February 21, 2019, the Company agreed to acquire Citizens First Corporation, a bank holding company with approximately **$476 million in assets**, for **$68.2 million**, expected to close in Q3 2019[136](index=136&type=chunk)[137](index=137&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=42&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2019 financial performance, highlighting increased diluted EPS, growth in net interest and non-interest income, and the impact of recent and pending acquisitions [Management Overview](index=42&type=section&id=Management%20Overview) Q1 2019 net income increased to $15.1 million, or $0.60 diluted EPS, significantly influenced by 2018 acquisitions and a pending Q3 2019 acquisition - Net income for Q1 2019 increased to **$15.1 million**, or **$0.60 per diluted share**, an **18% improvement** on a per-share basis compared to Q1 2018[145](index=145&type=chunk) - The company's growth strategy includes completed 2018 acquisitions and the pending acquisition of Citizens First Corporation[146](index=146&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk) [Results of Operations](index=44&type=section&id=Results%20of%20Operations) Q1 2019 results show strong growth, with net interest income up 31% to $34.3 million and non-interest income up 23% to $11.7 million, despite a 31% rise in non-interest expense Net Interest Income and Margin (Tax-equivalent) | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Net Interest Income | $34,299 thousand | $26,261 thousand | | Net Interest Margin | 3.88% | 3.66% | - The increase in net interest margin was positively impacted by higher loan yields and **16 basis points** from accretion of loan discounts on acquired loans[171](index=171&type=chunk) Non-interest Income Breakdown (in thousands) | Category | Q1 2019 | Q1 2018 | % Change | | :--- | :--- | :--- | :--- | | Interchange Fee Income | $2,095 | $1,482 | 41% | | Insurance Revenues | $3,205 | $2,930 | 9% | | Service Charges | $1,900 | $1,471 | 29% | | **Total Non-interest Income** | **$11,658** | **$9,492** | **23%** | - Non-interest expense increased by **31% YoY**, largely due to operating expenses from 2018 acquisitions and **$544,000** in acquisition-related expenses in Q1 2019[182](index=182&type=chunk) [Financial Condition](index=49&type=section&id=Financial%20Condition) Total assets slightly decreased to $3.90 billion, with minor declines in loans and deposits, while non-performing assets improved to $13.1 million Loan Portfolio Composition (in thousands) | Loan Category | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Commercial and Industrial | $555,967 | $543,761 | | Commercial Real Estate | $1,212,090 | $1,208,646 | | Agricultural | $347,999 | $365,208 | | Retail (Home Equity & Consumer) | $281,724 | $285,534 | | Residential Mortgage | $314,634 | $328,592 | | **Total Loans** | **$2,712,414** | **$2,731,741** | Non-performing Assets (in thousands) | Metric | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Non-accrual Loans | $12,036 | $12,579 | | Total Non-performing Loans | $12,429 | $13,212 | | **Total Non-performing Assets** | **$13,114** | **$13,498** | | Non-performing Loans to Total Loans | 0.46% | 0.48% | - The allowance for loan losses was **0.60%** of period-end loans at March 31, 2019, with a net discount on acquired loans of **$18.2 million**[194](index=194&type=chunk) [Capital Resources](index=52&type=section&id=Capital%20Resources) Shareholders' equity increased to $479.2 million, with the company and its subsidiary bank remaining well-capitalized under Basel III regulations Regulatory Capital Ratios (Consolidated) | Ratio | March 31, 2019 | Minimum for Adequacy | | :--- | :--- | :--- | | Total Capital (to Risk Weighted Assets) | 12.80% | 8.00% | | Tier 1 (Core) Capital (to Risk Weighted Assets) | 12.27% | 6.00% | | Common Equity Tier 1 (CET 1) Capital Ratio | 11.90% | 4.50% | | Tier 1 Capital (to Average Assets) | 9.97% | 4.00% | - The company's capital levels remained well in excess of minimum requirements, with the subsidiary bank meeting the 'well-capitalized' guidelines[201](index=201&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages liquidity and interest rate risk through NII and NPV simulation modeling, projecting impacts from various rate changes - The company monitors interest rate risk by modeling the potential impact on Net Interest Income (NII) and Net Portfolio Value (NPV) under various rate scenarios[214](index=214&type=chunk) Net Interest Income Sensitivity (as of March 31, 2019) | Rate Change | % Change in NII | | :--- | :--- | | +200 bps | (2.79)% | | +100 bps | (1.32)% | | -100 bps | (1.31)% | | -200 bps | (7.05)% | Net Portfolio Value Sensitivity (as of March 31, 2019) | Rate Change | % Change in NPV | | :--- | :--- | | +200 bps | (8.74)% | | +100 bps | (3.92)% | | -100 bps | (2.30)% | | -200 bps | (11.25)% | [Controls and Procedures](index=56&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of March 31, 2019, with no material changes to internal control over financial reporting during Q1 2019 - Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2019[225](index=225&type=chunk) - No changes occurred in Q1 2019 that materially affected the company's internal control over financial reporting[226](index=226&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=57&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no material pending legal proceedings beyond those incidental to its ordinary course of business - There are no material pending legal proceedings against the company outside of ordinary business litigation[228](index=228&type=chunk) [Risk Factors](index=57&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors have occurred since the company's Annual Report on Form 10-K for December 31, 2018 - No material changes to risk factors have occurred since the last Annual Report on Form 10-K[229](index=229&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=57&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase any common shares in Q1 2019, with 409,184 shares remaining available under the existing repurchase program - No shares were repurchased during the first quarter of 2019[231](index=231&type=chunk) - As of March 31, 2019, **409,184 shares** were still available for purchase under the publicly announced stock repurchase program[231](index=231&type=chunk) [Exhibits](index=58&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with or incorporated by reference into the Form 10-Q, including various agreements and certifications

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Commission File Number 001-15877 GERMAN AMERICAN BANCORP, INC. (Exact name of registrant as specified in its charter) INDIANA 35-1547518 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 711 Main Street, Box 810, Jasper, Indiana 47546 (Address of Prin ...