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8-K - FORM 8-K - CROGHAN BANCSHARES INCd618982d8k.htm

Exhibit 99.1

October 2013

Letter to our Shareholders:

Highlights of the 2013 third quarter include:

 

    Net Income of $3.66 million for the nine months ended September 30, 2013

 

    Quarterly cash dividend of $0.32 per share to be paid on October 31, 2013 to shareholders of record on October 11, 2013

 

    Merger to acquire Indebancorp and the National Bank of Ohio is on target for 4th Quarter 2013 completion

 

    Croghan and Indebancorp to hold Special Meetings of Shareholders on November 19, 2013 to consider and vote on the merger

Net Income for the nine month period is up slightly from last year’s similar period even though we have had one time merger related expenses of approximately $285,000 thus far in 2013. Year to date income totals $3.66 million for the nine months in 2013 compared to $3.59 million in 2012. Both loans and deposits have grown during 2013.

On September 10, 2013, the Board of Directors approved a $0.32 per share dividend to be paid October 31, 2013 to shareholders of record on October 11, 2013.

In addition, the Croghan Board of Directors has called a Special Meeting of Shareholders to be held on November 19, 2013 to consider and vote on the merger. You should have recently received the proxy materials for the Special Meeting. As indicated in the proxy materials, the Board of Directors of Croghan unanimously recommends that you vote “FOR” the adoption of the Agreement and Plan of Merger and the approval of the transactions contemplated thereby. If you fail to vote, it will have the same effect as a vote against the proposal to adopt the Agreement and Plan of Merger and to approve the transactions contemplated thereby.

We are very proud of the effort the Croghan team has already put forth to prepare for the planned merger. Kendall Rieman, EVP & CFO, and the Finance Team have worked with our legal team, accountants and investment bankers to be in a position to move forward on this project. Stacy Cox, SVP & COO, has been named Project Manager for the merger and has led a team comprised of employees from both The Croghan Colonial Bank and National Bank of Ohio to prepare for the proposed merger. We are excited about the proposed merger and the future for Croghan Bancshares, Inc. and The Croghan Colonial Bank; please help us by continuing your support.

Rick Robertson

President & CEO


Additional Information About the Transaction

Croghan Bancshares, Inc. (“Croghan”) has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (File No. 333-190362) concerning the merger transaction. The Registration Statement includes a prospectus for the offer and sale of Croghan common shares to Indebancorp’s shareholders as well as a joint proxy statement of Indebancorp and Croghan for the solicitation of proxies from their respective shareholders for use at the special meetings to be held on November 19, 2013 to consider and vote upon the merger transaction. The prospectus and joint proxy statement and other documents filed by Croghan with the SEC contain important information about Croghan, Indebancorp and the merger transaction. WE URGE INVESTORS AND SHAREHOLDERS OF CROGHAN AND INDEBANCORP TO READ THE PROSPECTUS AND JOINT PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS ALSO FILED WITH THE SEC. SHAREHOLDERS OF CROGHAN AND INDEBANCORP IN PARTICULAR SHOULD READ CAREFULLY THE JOINT PROXY STATEMENT BEFORE MAKING A DECISION CONCERNING THE MERGER. Investors and shareholders may obtain a copy of the Registration Statement, including the prospectus and joint proxy statement, free of charge, at the SEC’s website at www.sec.gov. Copies of all of these documents may also be obtained, free of charge, by contacting the Secretary of Croghan at 323 Croghan Street, Fremont, Ohio 43420, telephone (419) 332-7301.


Newsletter Financial Information

 

    

Nine Months Ended

9/30/13

    Nine Months Ended
9/30/12
 

Financial Information (unaudited)

    

Interest income

   $ 15,567,000      $ 15,911,000   

Interest expense

     1,634,000        2,434,000   
  

 

 

   

 

 

 

Net interest income

     13,933,000        13,477,000   

Provision for loan losses

     275,000        325,000   
  

 

 

   

 

 

 

Net interest income after provision for loan losses

     13,658,000        13,152,000   

Non-interest income

     3,610,000        3,318,000   

Non-interest expenses

     12,935,000        12,139,000   
  

 

 

   

 

 

 

Income before federal income taxes

     4,333,000        4,331,000   

Federal income taxes

     671,000        742,000   
  

 

 

   

 

 

 

Net income

   $ 3,662,000      $ 3,589,000   
  

 

 

   

 

 

 

Average common shares outstanding

     1,678,630        1,673,380   

Per Share Data

    

Net income

   $ 2.18      $ 2.15   

Cash dividends

   $ 0.96      $ 0.96   

Book value

   $ 38.82      $ 39.90   

Closing price

   $ 34.60      $ 33.25   

Financial Ratios

    

Return on average assets

     0.78     0.76

Return on average equity

     7.39     7.39

Net interest margin

     3.25     3.19

Loans to deposits

     62.73     62.42

Allowance for loan losses to total loans

     1.26     1.37
    

As of

9/30/2013

   

As of

12/31/2012

 

Period End Balances

    

Total assets

   $ 617,050,000      $ 630,952,000   

Loans

   $ 326,862,000      $ 321,277,000   

Deposits

   $ 521,087,000      $ 511,940,000   

Stockholders’ equity

   $ 65,171,000      $ 67,164,000   

Common shares outstanding

     1,678,630        1,678,630