-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FsrOm0gF+PewTKM9slCa4I9fqO/MPGcwL7PwCeyBcZqA3SYXvsnzKdmrApQCAOZ1 jLSzIqOhCG8MhIZnasCQDg== 0000950137-97-001185.txt : 19970328 0000950137-97-001185.hdr.sgml : 19970328 ACCESSION NUMBER: 0000950137-97-001185 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970327 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FINANCIAL CORP /IN/ CENTRAL INDEX KEY: 0000714562 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 351546989 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16759 FILM NUMBER: 97565184 BUSINESS ADDRESS: STREET 1: ONE FIRST FINANCIAL PLZ CITY: TERRE HAUTE STATE: IN ZIP: 47807 BUSINESS PHONE: 8122386000 MAIL ADDRESS: STREET 1: ONE FIRST FINANCIAL PLAZA CITY: TERRE HAUTE STATE: IN ZIP: 47807 FORMER COMPANY: FORMER CONFORMED NAME: TERRE HAUTE FIRST CORP DATE OF NAME CHANGE: 19850808 10-K405 1 FORM 10-K405 1 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 Commission file number December 31, 1996 0-16759 FIRST FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) INDIANA 35-1546989 (State of Incorporation) (I.R.S. Employer Identification No.) One First Financial Plaza 47807 Terre Haute, IN (Address of principal executive offices) (Zip Code) Registrant's telephone number: (812) 238-6000 Securities registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED ------------------- ----------------------------------------- Common Stock, no par value Nasdaq Securities registered pursuant to Section 12(g) of the Act: None Indicated 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of regulation 8-K is not contained herein, and will not be contained, to the of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to the form 10-K. X --- As of January 31, 1997 the aggregate market value of the voting stock held by nonaffiliates of the registrant based on the average bid and ask prices of such stock was $168,659,784. (For purposes of this calculation, the Corporation excluded the stock owned by certain beneficial owners and management and the Corporation's ESOP.) Shares of Common Stock outstanding as of January 31, 1997--6,681,876 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the 1996 Annual Report to Shareholders are incorporated by reference. Portions of the Definitive Proxy Statement for the First Financial Corporation Annual Meeting to be held April 16, 1997 are incorporated by reference into Part III. 2 FORM 10-K CROSS-REFERENCE INDEX
PAGE PART I Item 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Item 2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Item 3 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Item 4 Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . 2 PART II Item 5 Market for Registrant's Common Stock and Related Stockholder Matters . . . . . . . . . . . . . . . 3 Item 6 Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Item 7 Management's Discussion and Analysis of Financial Conditions and Results of Operations . . . . . . 3 Item 8 Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Item 9 Changes in and Disagreement with Accountants on Accounting and Financial Disclosures . . . . . . . 3 PART III Item 10 Directors and Executive Officers of Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Item 12 Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . 3 Item 13 Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 3 PART IV Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K . . . . . . . . . . . . . . . . . 4 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4, 5
1 3 PART I ITEM 1. BUSINESS First Financial Corporation became a multi-bank holding company in 1984. For more information on the Bank's business, please refer to the following sections of the 1996 Annual Report to Shareholders: 1. Description of bank services, affiliations, number of employees, and competition, on page 34. 2. Information regarding supervision of the Bank, on page 21. 3. Details regarding competition, on page 34. ITEM 2. PROPERTIES First Financial Corporation (the Corporation) is located in a four story office building in downtown Terre Haute that was occupied in June 1988. It is leased to Terre Haute First National Bank. This bank also owns two other facilities in downtown Terre Haute. One is leased to another party and the other 50,000 square foot building housed operations and administrative staff and equipment. In addition, the Bank holds in fee four other branch buildings and one of branch buildings is a single story 44,000 square foot which is located in a Terre Haute suburban area. Five other branch bank buildings are leased by the Bank. The expiration dates on the leases are February 14, 2011, May 31, 2011, September 1, 2001, June 30, 1999, and June 30, 1997. Facilities of the Corporation's subsidiary, First State Bank, include branches in Clay City and Poland, Indiana and two branch facilities in Brazil, Indiana including the main office. The buildings are held in fee by First State. Facilities of the Corporation's subsidiary, First Citizens State Bank of Newport, include its main office in Newport, Indiana and two branch facilities in Cayuga and Clinton, Indiana. All three buildings are held in fee by First Citizens. Facilities of the Corporation's subsidiary, First Farmers State Bank, include its main office in Sullivan, Indiana and five branch facilities in Carlisle, Dugger, Farmersburg, Hymera, and Worthington, Indiana. All six buildings are held in fee by First Farmers. The facility of the Corporation's subsidiary, First Ridge Farm State Bank, includes an office facility in Ridge Farm, Illinois. The building is held in fee by First Ridge Farm State. The facility of the Corporation's subsidiary, First Parke State Bank, include its main office in Rockville, Indiana and three branch facilities in Marshall, Montezuma and Rosedale, Indiana. All four buildings are held in fee by First Parke. The facility of the Corporation's subsidiary, First National Bank of Marshall, is an office facility in Marshall, Illinois. The building is held in fee by First National Bank of Marshall. Facilities of the Corporation's subsidiary, First Crawford State Bank, include its main office in Robinson, Illinois and two branch facilities in Oblong and Sumner, Illinois. All three buildings are held in fee by First Crawford. ITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings which involve the Corporation or its subsidiaries that are expected to materially affect the Corporation's future financial statements. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None 2 4 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS See "Market and Dividend information" on page 44 of the 1996 Annual Report. ITEM 6. SELECTED FINANCIAL DATA See "Five Year Comparison of Selected Financial Data" on page 16 of the 1996 Annual Report to Shareholders. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION See "Management's Discussion and Analysis" on pages 34 through 42 of the 1996 Annual Report to Shareholders. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See "Consolidated Balance Sheets" on page 17, "Consolidated Statements of Income" on page 18, "Consolidated Statements of Shareholders Equity" on page 19, "Consolidated Statements of Cash Flows" on page 20, and "Notes to Consolidated Financial Statement" on pages 21-31. "Responsibility for Financial Statements" and "Report of Independent Accountants" can be found on page 33. Statistical disclosure by Bank Holding Company include the following information: 1. "Volume/Rate Analysis," on page 35. 2. "Loan Portfolio," on page 37. 3. "Allowance for Possible Loan Losses," on page 38. 4. "Under-Performing Loans," on page 39. 5. "Deposits," on page 40. 6. "Short-Term Borrowings," on page 40. 7. "Consolidated Balance Sheet-Average Balances and Interest Rates," on page 43. ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT See pages 5 through 6 of the Annual Proxy Statement of First Financial Corporation. ITEM 11. EXECUTIVE COMPENSATION See pages 7 through 10 of the Annual Proxy Statement of First Financial Corporation. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT See pages 23 through 24 of the Annual Proxy Statement of First Financial Corporation. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS See "Certain Relationships" on page 5, and "Transactions with Management" on page 10 of the Annual Proxy Statement of First Financial Corporation. 3 5 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Donald E. Smith, signed February 18, 1996 - --------------------------------- Donald E. Smith, President & Director (Principal Executive Officer) John W. Perry, signed February 18, 1996 - --------------------------------- John W. Perry, Secretary Walter A. Bledsoe, signed February 18, 1996 - --------------------------------- Walter A. Bledsoe, Director B. Guille Cox, Jr, signed February 18, 1996 - --------------------------------- B. Guille Cox, Jr., Director Thomas T. Dinkel, signed February 18, 1996 - --------------------------------- Thomas T. Dinkel, Director Welby M. Frantz, signed February 18, 1996 - --------------------------------- Welby M. Frantz, Director Anton H. George, signed February 18, 1996 - --------------------------------- Anton H. George, Director - --------------------------------- Mari H. George, Director Max Gibson, signed February 18, 1996 - --------------------------------- Max Gibson, Director Norman L. Lowery, signed February 18, 1996 - --------------------------------- Norman L. Lowery, Director - --------------------------------- William A. Niemeyer, Director Patrick O'Leary, signed February 18, 1996 - --------------------------------- Patrick O'Leary, Director February 18, 1996 - --------------------------------- John W. Ragle, Director Chapman J. Root II, signed February 18, 1996 - --------------------------------- Chapman J. Root II, Director Virginia L. Smith, signed February 18, 1996 - --------------------------------- Virginia L. Smith, Director 4 EX-13 2 FINANCIALS FROM ANNUAL REPORT 1 EXHIBIT 13 FIVE YEAR COMPARISON OF SELECTED FINANCIAL DATA
(Dollar amounts in thousands except per share amounts) - -------------------------------------------------------------------------------------------------------------- 1996 1995 1994 1993 1992 (Restated, See Note 15) - -------------------------------------------------------------------------------------------------------------- BALANCE SHEET DATA: Total assets $1,619,642 $1,545,307 $1,356,375 $1,339,657 $1,320,670 Investments 582,744 544,289 382,102 432,103 476,304 Net loans 918,767 879,516 857,039 796,205 736,326 Deposits 1,175,228 1,163,481 1,077,719 1,083,139 1,064,133 Long-term borrowings 70,561 56,750 25,672 41,337 26,597 Shareholders' equity 150,377 140,075 122,098 119,621 103,828 INCOME STATEMENT DATA: Interest income 115,836 106,330 91,607 92,329 98,209 Interest expense 57,810 54,144 40,489 41,482 45,772 Net interest income 58,026 52,186 51,118 50,847 52,437 Provision for possible loan losses 4,461 2,563 2,674 2,614 4,068 Other income 7,849 7,922 7,382 7,584 6,518 Other expenses 39,280 38,690 37,616 37,006 35,548 Net income 15,971 13,897 13,325 13,995 13,522 PER SHARE DATA: Net income 2.39 2.08* 1.98* 2.08* 2.02* Cash dividends .65 .53* .50* .46* .41* PERFORMANCE RATIOS: Net income to average assets 1.03% .97% 1.00% 1.08% 1.10% Net income to average shareholders' equity 11.19 10.65 11.07 12.87 13.88 Average total capital to average assets 9.80 9.84 9.75 9.16 8.66 Average shareholders' equity to average assets 9.19 9.15 9.07 8.42 7.90 Dividend payout 26.85 25.58 25.22 22.25 20.03
*Restated to retroactively reflect 1996 stock dividend. 16 2 CONSOLIDATED BALANCE SHEETS
YEARS ENDED DECEMBER 31, ------------------------------ (Dollar amounts in thousands) 1996 1995 - --------------------------------------------------------------------------------------------- (RESTATED, SEE NOTE 15) ASSETS Cash and due from banks $ 66,658 $ 65,276 Interest-bearing deposits with financial institutions 1,095 1,078 Federal funds sold 2,000 10,000 Investment securities - available-for-sale 582,744 544,289 Loans 920,042 881,647 Less: Unearned income 1,275 2,131 Allowance for loan losses 10,756 10,616 ----------- ----------- 908,011 868,900 Accrued interest receivable 14,985 13,600 Premises and equipment 26,137 25,639 Other assets 18,012 16,525 ----------- ----------- TOTAL ASSETS $ 1,619,642 $ 1,545,307 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Non-interest-bearing $ 141,492 $ 136,356 Interest-bearing: Certificates of deposit of $100,000 or more 187,199 153,092 Other interest-bearing deposits 846,537 874,033 ----------- ----------- 1,175,228 1,163,481 Short-term borrowings: Federal funds purchased and securities sold under agreements to repurchase 62,416 69,661 Treasury tax and loan open-end note 5,131 3,872 Advances from Federal Home Loan Bank 140,244 95,296 ----------- ----------- 207,791 168,829 Long-term borrowings: Advances from Federal Home Loan Bank 63,924 50,070 Other borrowings 6,637 6,680 Other liabilities 15,685 16,172 ----------- ----------- TOTAL LIABILITIES 1,469,265 1,405,232 Commitments and Contingencies Shareholders' equity Common stock, $ .125 stated value per share, authorized 10,000,000 shares, issued and outstanding 6,681,876 shares for 1996 and 6,667,312 for 1995 835 805 Additional capital 43,761 36,048 Retained earnings 101,093 98,625 Unrealized gains on available-for-sale securities, net of taxes 4,688 6,535 Less treasury shares, at cost - (1,938) ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 150,377 140,075 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,619,642 $ 1,545,307 =========== ===========
The accompanying notes are an integral part of the consolidated financial statements. 17 3 CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, ------------------------------------ (Dollar amounts in thousands except per share data) 1996 1995 1994 - ---------------------------------------------------------------------------------------------------- (RESTATED, SEE NOTE 15) INTEREST INCOME: Loans $ 78,706 $ 77,253 $ 67,690 Investment securities: Taxable 29,835 20,857 16,565 Tax-exempt 6,811 7,271 6,787 Other interest income 484 949 565 -------- -------- -------- TOTAL INTEREST INCOME 115,836 106,330 91,607 INTEREST EXPENSE: Deposits 45,983 45,932 35,190 Short-term borrowings 7,077 5,792 3,293 Long-term borrowings 4,750 2,420 2,006 -------- -------- -------- TOTAL INTEREST EXPENSE 57,810 54,144 40,489 -------- -------- -------- NET INTEREST INCOME 58,026 52,186 51,118 Provision for loan losses 4,461 2,563 2,674 -------- -------- -------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 53,565 49,623 48,444 OTHER INCOME: Trust department income 1,797 1,560 1,358 Service charges on deposit accounts 1,431 1,588 1,567 Other service charges and fees 3,263 3,105 2,681 Investment securities gains (losses) 154 75 (57) Other 1,204 1,594 1,833 -------- -------- -------- 7,849 7,922 7,382 OTHER EXPENSES: Salaries and employee benefits 21,222 19,505 18,389 Occupancy 2,939 2,944 2,537 Equipment 2,871 2,314 2,273 Data processing 787 2,031 1,929 FDIC insurance 38 1,275 2,430 Printing and supplies 1,216 1,220 1,195 Other 10,207 9,401 8,863 -------- -------- -------- 39,280 38,690 37,616 INCOME BEFORE INCOME TAXES 22,134 18,855 18,210 Income tax expense 6,163 4,958 4,885 -------- -------- -------- NET INCOME $ 15,971 $ 13,897 $ 13,325 ======== ======== ======== EARNINGS PER SHARE: NET INCOME $ 2.39 $ 2.08 $ 1.98 ======== ======== ======== Weighted average number of shares outstanding in thousands 6,679 6,684 6,733 ======== ======== ========
The accompanying notes are an integral part of the consolidated financial statements. 18 4 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(RESTATED, SEE NOTE 15) (Dollar amounts in thousands COMMON ADDITIONAL RETAINED UNREALIZED TREASURY except per share data) STOCK CAPITAL EARNINGS GAINS (LOSSES) STOCK TOTAL - ------------------------------------------------------------------------------------------------------------- Balance, January 1, 1993, as previously reported $ 693 $ 26,070 $ 70,089 $ - $(1,034) $ 95,818 Adjustment for pooling of interests 78 2,898 5,034 - - 8,010 ----- -------- -------- ------- ------- -------- Balance January 1, 1993, as restated 771 28,968 75,123 - (1,034) 103,828 Net income - - 13,995 - - 13,995 Treasury stock retirement - (760) - - 760 - Treasury stock reissuance - 188 - - 274 462 Unrealized gains on available-for-sale securities - - - 4,449 - 4,449 Cash dividends, $.46 per share - - (3,113) - - (3,113) ----- -------- -------- ------- ------- -------- Balance, December 31, 1993 771 28,396 86,005 4,449 - 119,621 Net income - - 13,325 - - 13,325 Treasury stock purchase - - - - (608) (608) Unrealized losses on available-for-sale securities - - - (6,878) - (6,878) Cash dividends, $.50 per share - - (3,362) - - (3,362) ----- -------- -------- ------- ------- -------- Balance, December 31, 1994 771 28,396 95,968 (2,429) (608) 122,098 Net income - - 13,897 - - 13,897 Stock dividend, 5% 34 7,652 (7,686) - - - Treasury stock purchase - - - - (1,855) (1,855) Treasury stock reissuance - - - - 525 525 Unrealized gains on available-for-sale securities - - - 8,964 - 8,964 Cash dividends, $.53 per share - - (3,554) - - (3,554) ----- -------- -------- ------- ------- -------- Balance, December 31, 1995 805 36,048 98,625 6,535 (1,938) 140,075 Net income - - 15,971 - - 15,971 Stock dividend, 5% 36 9,177 (9,213) - - - Treasury stock purchase - - - - (132) (132) Treasury stock reissuance - - - - 600 600 Treasury stock retirement (6) (1,464) - - 1,470 - Unrealized losses on available-for-sale securities - - - (1,847) - (1,847) Cash dividends, $.65 per share - - (4,290) - - (4,290) ----- -------- -------- ------- ------- -------- Balance, December 31, 1996 $ 835 $ 43,761 $101,093 $ 4,688 $ - $150,377 ===== ======== ======== ======= ======= ========
The accompanying notes are an integral part of the consolidated financial statements. 19 5 CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, -------------------------------------- (Dollar amounts in thousands except per share data) 1996 1995 1994 - ------------------------------------------------------------------------------------------------------------------ (RESTATED, SEE NOTE 15) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 15,971 $ 13,897 $ 13,325 Adjustments to reconcile net income to net cash provided by operating activities: Net amortization of (discounts) premiums on investment securities (2,051) (1,890) 329 Provision for loan losses 4,461 2,563 2,674 Investment securities (gains) losses (154) (75) 57 Provision for depreciation and amortization 2,536 2,484 2,644 Provision for deferred income taxes (283) (213) (711) Netincrease in accrued interest receivable (1,385) (2,892) (595) Other, net (282) (1,647) 1,322 --------- --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 18,813 12,227 19,045 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Net (increase) decrease from purchases and maturities of interest-bearing deposits with financial institutions (17) (298) 1,181 Sales and maturities of investment securities: Sales and maturities of held-to-maturity securities - - 27,099 Sales and maturities of available-for-sale securities 167,416 126,305 203,314 Purchases of investment securities: Held-to-maturity securities - - (70,209) Available-for-sale securities (207,659) (271,893) (121,315) Loans made to customers, net of repayments (43,373) (25,000) (61,947) Net increase in federal funds sold 8,000 14,325 6,560 Additions to premises and equipment (3,037) (6,489) (3,028) --------- --------- --------- NET CASH USED BY INVESTING ACTIVITIES (78,670) (163,050) (18,345) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase from sales and redemptions of certificates of deposit 18,549 89,633 15,476 Net decrease in other deposits (6,802) (3,872) (20,896) Net increase in short-term borrowings 38,962 49,579 32,420 Cash dividends (3,720) (3,489) (3,283) Proceeds from reissuance of treasury stock 600 525 - Purchases of treasury stock (132) (1,855) (608) Proceeds from long-term borrowings 13,825 31,098 - Repayments of long-term borrowings (43) (18) (15,665) --------- --------- --------- NET CASH PROVIDED BY FINANCING ACTIVITIES $ 61,239 $ 161,601 $ 7,444 --------- --------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 1,382 10,778 8,144 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 65,276 54,498 46,354 --------- --------- --------- CASH AND CASH EQUIVALENTS, END OF YEAR $ 66,658 $ 65,276 $ 54,498 ========= ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the year for: Interest $ 55,585 $ 53,047 $ 40,200 ========= ========= ========= Income taxes $ 6,974 $ 5,577 $ 4,520 ========= ========= =========
The accompanying notes are an integral part of the consolidated financial statements. 20 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES: BUSINESS ORGANIZATION The consolidated financial statements of First Financial Corporation and its subsidiaries (the Corporation) include the accounts of the parent company and its wholly-owned subsidiaries, Terre Haute First National Bank of Vigo County, Indiana (Terre Haute First), First State Bank of Clay County, Indiana (First State), First Citizens State Bank of Newport, Indiana (Citizens), First Farmers State Bank of Sullivan, Indiana (Farmers), First Parke State Bank of Rockville, Indiana (Parke), First Ridge Farm State Bank of Ridge Farm, Illinois (Ridge Farm), First National Bank of Marshall, Illinois (Marshall) and First Crawford State Bank of Robinson, Illinois (Crawford). All significant inter-company balances and transactions have been eliminated. All dollar amounts, except per share amounts, presented in these notes have been rounded to the nearest thousand. The Corporation, which is headquartered in Terre Haute, Indiana, offers a wide variety of financial services including commercial and consumer lending, lease financing, trust account services and depositor services through its eight subsidiaries. Terre Haute First is the largest bank in Vigo County. It operates ten full-service banking branches within the county. In addition to its branches, it has a main office in downtown Terre Haute and a 50,000-square-foot commercial building on South Third Street in Terre Haute, which was remodeled to accommodate an expanded operations center and additional office space. First State has five branch locations in Clay County, a county contiguous to Vigo County. Citizens has three branches, all of which are located in Vermillion County, a county contiguous to Vigo County. Farmers has six branches of which five are located in Sullivan County and one in Greene County. Sullivan County is contiguous to Vigo County. Ridge Farm has one branch and is located in Vermilion County, Illinois. Parke has four branches in Parke County, a county contiguous to Vigo County. Marshall has one branch and is located in Clark County, Illinois, a county contiguous to Vigo County. Crawford has three branches of which two are located in Crawford County, Illinois, and one in Lawrence County, Illinois. The Corporation operates 33 branches in west central Indiana and east central Illinois. The Corporation's primary source of revenue is derived from loans to customers, primarily middle-income individuals, and investment activities. REGULATORY AGENCIES First Financial Corporation is a multi-bank holding company and as such is regulated by various banking agencies. The holding company is regulated by the Seventh District of the Federal Reserve System. The national bank subsidiaries are regulated by the Office of the Comptroller of the Currency. The state bank subsidiaries are jointly regulated by their respective state banking organizations and the Federal Deposit Insurance Corporation. SIGNIFICANT ACCOUNTING POLICIES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies used in the consolidated financial statements. INVESTMENT SECURITIES The Corporation classifies all investment securities into two categories as follows: * Securities classified as "available-for-sale" represent securities that may be sold prior to maturity due to changes in market interest rate risks, prepayment risk, the Corporation's management of its income tax position, general liquidity needs, increases in loan demand or similar factors. Available-for-sale securities are carried at fair value, with the unrealized gains and losses recorded, net of tax, as a separate component of shareholders' equity. Fluctuation in the securities' fair value has no effect on net income. * Securities classified as "held-to-maturity" represent those securities which the Corporation has the ability and positive intent to hold to maturity. The Corporation may dispose of such securities under certain unforeseen circumstances, such as issue credit deterioration or regulatory requirements. These securities are carried at amortized cost. On November 15, 1995, the Financial Accounting Standards Board (FASB) issued the Special Report, "A Guide to Implementation of Statement of Financial Accounting Standards (SFAS) No. 115 on Accounting for Certain Investments in Debt and Equity Securities," which provides for the one-time reassessment and reclassification of securities from the held-to-maturity category during the period November 15 through December 31, 1995. In accordance with the Special Report, the Corporation transferred held-to-maturity securities with a carrying value of $183.1 million to the available-for-sale category. The fair value of the securities transferred exceeded their carrying value by $4.5 million. 21 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Realized gains and losses on the sales of investment securities are based on the adjusted cost of the specific security sold. LOANS Interest income on loans is recorded as earned. Loans are placed on non-accrual at the time the loan is 90 days delinquent unless the credit is well secured or in the process of collection. LEASE FINANCING Terre Haute First provides equipment financing to customers through a variety of lease arrangements principally classified as direct financing leases. Leases are carried at the aggregate of lease payments receivable plus estimated residual values. Unearned income on the leases is amortized over the lease terms resulting in an approximate level rate of return. ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for loan losses and is based on management's evaluation of potential losses in the loan portfolio, as well as prevailing and anticipated economic conditions. These evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, current economic conditions that may affect the borrowers' ability to pay, overall portfolio quality and review of specific problem loans. In May 1993, the FASB issued SFAS No. 114, "Accounting by Creditors for Impairment of a Loan." This Statement requires that impairment of certain loans be measured based on the present value of expected future cash flows discounted at the loan's effective interest rate, or the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. SFAS No. 114, as amended by SFAS No. 118, was adopted by the Corporation on January 1, 1995, and did not result in additions to the allowance for loan losses. MORTGAGE SERVICING RIGHTS In May 1995, the FASB issued SFAS No. 122, "Accounting for Mortgage Servicing Rights." This Statement, which amends SFAS No. 65, requires mortgage banking enterprises to recognize an asset for originated mortgage servicing rights (OMSRs). The cost of originating a mortgage loan is allocated at the time of origination between the loan and the servicing rights based on their relative fair values. Gains are recognized when the loan is sold. The Corporation adopted SFAS No. 122 in the fourth quarter of 1995. As this Statement prohibits retroactive application to prior periods, the years 1994 and 1993 and the first three quarters of 1995 were accounted for under SFAS No. 65. The effect of adopting SFAS No. 122 was not material to the Corporation's financial statements. PREMISES AND EQUIPMENT Premises and equipment are recorded on the basis of cost less accumulated depreciation. The provision for depreciation is computed primarily by the straight-line method over the estimated useful lives of the assets. Any gain or loss on the retirement of assets, which was not significant in 1996, 1995 or 1994, is recognized currently. INCOME TAXES The Corporation utilizes the liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. CASH AND CASH EQUIVALENTS For purposes of cash flows, cash and cash equivalents include cash and due from banks. RECLASSIFICATIONS Certain amounts in the 1994 and 1995 consolidated financial statements have been reclassified to 2. FAIR VALUES OF FINANCIAL INSTRUMENTS These accompanying notes to the consolidated financial statements include certain disclosures for financial instruments recorded on the consolidated balance sheets at December 31, 1996 and 1995. The fair value estimates are made at a discrete point in time based on relevant market and financial instrument information. Since a market may not exist for a significant portion of the Corporation's financial instruments, these estimates are based on judgment regarding future expected loss experience, current economic conditions, credit risk characteristics, and other factors. These estimates are subjective in nature, involve uncertainties and matters of significant judgment, and cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The fair value estimates are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and values of assets and liabilities not considered financial instruments. The following methodologies and assumptions were used to estimate fair value disclosures for financial instruments: CASH AND DUE FROM BANKS, INTEREST-BEARING DEPOSITS WITH FINANCIAL INSTITUTIONS AND FEDERAL FUNDS SOLD: The carrying values for these financial instruments approximate their fair values. INVESTMENT SECURITIES: Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments or dealer quotes. 22 8 LOANS: For variable-rate loans that reprice frequently with no significant change in credit risk, carrying value approximates fair value. The fair values for conforming residential mortgage loans are based on quoted market prices of similar loans sold in the secondary market. The fair values for residential mortgage loans held for investment, commercial loans, real estate loans, consumer loans, and lease financing are estimated using discounted cash flow analyses, using interest rates being offered for loans with similar terms and credit risk. For significant non-performing loans, fair value is based upon discounted cash flows using a rate commensurate with the credit risk or recent appraisals. The carrying value of accrued interest, adjusted for credit risk, approximates its fair value. DEPOSITS: The fair values disclosed for non-interest- and interest-bearing demand and savings deposits approximate their carrying values. The fair value of retaining deposit relationships in the future, known as a core deposit intangible which is material, is not considered in the fair value disclosed nor is it recorded in the balance sheet. Fair values for fixed rate time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits with comparable maturities. The carrying value of accrued interest on deposits is assumed to approximate its fair value. SHORT-TERM BORROWINGS: The fair values of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings approximate their carrying values. LONG-TERM BORROWINGS: The fair values of the long-term borrowings are estimated using discounted cash flow analyses, based on rates available to the Corporation for similar types of borrowings. OFF-BALANCE-SHEET INSTRUMENTS: Fair values for off-balance-sheet instruments (guarantees and commitments) are based on fees currently charged to enter similar agreements, considering the remaining terms of the agreements and the counterparties' credit standing. The fair values of the Corporation's off-balance-sheet financial instruments at December 31, 1996 and 1995 were immaterial. The following table presents a summary of the carrying amounts and fair values of the Corporation's financial instruments at December 31, 1996 and 1995.
DECEMBER 31, ------------------------------------------------------- 1996 1995 -------------------------- ------------------------ CARRYING FAIR CARRYING FAIR Dollar amounts in thousands) VALUE VALUE VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- Cash and due from banks $ 66,658 $ 66,658 $ 65,276 $ 65,276 Interest-bearing deposits with financial institutions 1,095 1,095 1,078 1,078 Federal funds sold 2,000 2,000 10,000 10,000 Investment securities (Note 4) Available-for-sale securities 582,744 582,744 544,289 544,289 Loans (Note 5) 920,042 921,020 881,647 893,973 Accrued interest receivable 14,985 14,985 13,600 13,600 Deposits (Note 8) 1,175,228 1,181,528 1,163,481 1,160,801 Short-term borrowings (Note 8) 207,791 207,791 168,829 168,829 Long-term borrowings (Note 9) 70,561 70,261 56,750 57,176
3. RESTRICTIONS ON CASH AND DUE FROM BANKS: Certain affiliate banks are required to maintain average reserve balances with the Federal Reserve Bank. The amount of those reserve balances for the period including December 31, 1996, was approximately $14.5 million. 23 9 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4. INVESTMENT SECURITIES: As of December 31, 1996, the Corporation does not have any securities from any issuer with an aggregate book value or fair value that exceeds ten percent of shareholders' equity. The amortized cost, estimated fair value and carrying value of investment securities are summarized as follows:
DECEMBER 31, 1996 ------------------------------------------------------------------------------- UNREALIZED AMORTIZED ------------------------------ FAIR CARRYING (Dollar amounts in thousands) COST GAINS LOSSES VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------------- AVAILABLE-FOR-SALE: United States Government $ 58,087 $ 927 $ (42) $ 58,972 $ 58,972 United States Government agencies 329,437 3,337 (1,881) 330,893 330,893 Collateralized mortgage obligations 42,918 1,013 (370) 43,561 43,561 State and municipal1 40,963 3,029 (533) 143,459 143,459 Corporate obligations 5,496 364 (1) 5,859 5,859 --------- --------- ---------- --------- --------- TOTAL $576,901 $ 8,670 $ (2,827) $582,744 $582,744 ========= ========= ========== ========= =========
DECEMBER 31, 1995 --------------------------------------------------------------------------------- UNREALIZED AMORTIZED ------------------------------ FAIR CARRYING (Dollar amounts in thousands) COST GAINS LOSSES VALUE VALUE - ---------------------------------------------------------------------------------------------------------------------------------- AVAILABLE-FOR-SALE: United States Government $ 10,917 $ 48 $ (1) $ 10,964 $ 10,964 United States Government agencies 299,250 4,422 (552) 303,120 303,120 Collateralized mortgage obligations 68,720 1,557 (158) 70,119 70,119 State and municipal 144,261 4,234 (523) 147,972 147,972 Corporate obligations 11,366 755 (7) 12,114 12,114 -------- -------- -------- -------- -------- TOTAL $534,514 $ 11,016 $ (1,241) $544,289 $544,289 ======== ======== ========= ======== ========
Investment securities with a par value amounting to approximately $123.2 million at December 31, 1996 were pledged as collateral for borrowings and for other purposes. The carrying value and estimated fair values of investment securities as of December 31, 1996, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers have the right to call or prepay obligations with or without penalties. Also shown for 1996 are the weighted average yields computed on a tax equivalent basis, assuming a federal income tax rate of 35%.
AVAILABLE-FOR-SALE ------------------------------ WEIGHTED AMORTIZED FAIR AVERAGE (Dollar amounts in thousands) COST VALUE YIELDS - ------------------------------------------------------------------------------------------------------- Due in one year or less $158,683 $157,942 7.26% Due after one but within five years 98,499 99,529 7.19% Due after five but within ten years 90,402 91,519 7.55% Due after ten years 12,179 12,345 7.93% Mortgage backed securities 217,138 221,409 7.47% -------- -------- ----- TOTAL $576,901 $582,744 ======== ========
Below is a summary of the gross gains and losses and the net gain (loss) realized by the Corporation from investments sold during the years ended December 31, 1996, 1995 and 1994. Sales proceeds from available-for-sale securities aggregated $135.0 million in 1996.
(Dollar amounts in thousands) 1996 1995 1994 - ------------------------------------------------------------------------------- Gross gains $ 588 $ 202 $ 1,039 Gross losses (434) (127) (1,096) ---------- --------- ----------- Net gain (loss) $ 154 $ 75 $ (57) ========== ========= ===========
24 10 5. LOANS: Loans are summarized as follows:
DECEMBER 31, -------------------------------------- 1996 1995 -------------- ------------ CARRYING CARRYING (Dollar amounts in thousands) VALUE VALUE - ----------------------------------------------------------------------------------------- Commercial, financial and agricultural $197,449 $180,858 Real estate - construction 22,629 22,882 Real estate - mortgage 508,010 460,060 Installment 188,670 213,696 Lease financing 3,284 4,151 -------- -------- TOTAL $920,042 $881,647 ======== ========
In the normal course of business, the Corporation's subsidiary banks make loans to directors and executive officers and to their associates. These related party loans are consistent with sound banking practices and are within applicable bank regulatory lending limitations. In 1996 the aggregate dollar amount of these loans to directors and executive officers who held office at the end of the year amounted to $35.8 million at the beginning of the year. During 1996, advances of $28.9 million and repayments of $37.4 million were made with respect to related party loans for an aggregate dollar amount of $27.3 million at December 31, 1996. The amount of such loans aggregated $33.1 million at December 31, 1995. 6. ALLOWANCE FOR LOAN LOSSES: Changes in the allowance for loan losses are summarized as follows:
DECEMBER 31, ---------------------------------------------------------------- Dollar amounts in thousands) 1996 1995 1994 - -------------------------------------------------------------------------------------------------------------- Balance at beginning of year $ 10,616 $ 10,536 $ 10,024 Provision for loan losses 4,461 2,563 2,67 Recoveries of loans previously charged off 1,080 1,338 990 Loans charged off (5,401) (3,821) (3,152) -------- -------- -------- BALANCE AT END OF YEAR $ 10,756 $ 10,616 $ 10,536 ======== ======== ========
At December 31, 1996, the Corporation had $2.1 million in impaired loans calculated under SFAS No. 114. Based on the estimated fair market value of the related collateral as measured in accordance with SFAS No. 114, $1.5 million of these impaired loans have an allowance of $667 thousand to cover estimated collateral deficiencies.
(DOLLAR AMOUNTS IN THOUSANDS) FOR THE YEAR ENDED DECEMBER 31, 1996 - --------------------------------------------------------------------------------------------------------- Average impaired loans $ 3,520 Interest income recognized on impaired loans 151 Cash basis interest income recognized on impaired loans -
Interest payments on impaired loans are typically applied to principal unless collectibility of the principal amount is fully assured, in which case interest is recognized on the cash basis. 7. PREMISES AND EQUIPMENT: Premises and equipment are summarized as follows:
DECEMBER 31, ------------------------------------------------------------- (Dollar amounts in thousands) 1996 1995 - -------------------------------------------------------------------------------------------------------- Land $ 3,266 $ 3,239 Building and leasehold improvements 23,640 23,598 Furniture and equipment 21,539 19,984 --------- --------- 48,445 46,821 Less accumulated depreciation (22,308) (21,182) --------- --------- TOTAL $ 26,137 $ 25,639 ========= =========
25 11 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 8. DEPOSITS AND SHORT-TERM BORROWINGS: The carrying and fair values of deposits are as follows at December 31, 1996 and 1995:
1996 1995 ------------------------------ -------------------------------- CARRYING FAIR CARRYING FAIR (Dollar amounts in thousands) VALUE VALUE VALUE VALUE - ---------------------------------------------------------------------------------------------------------------------------- Non-interest-bearing demand deposits $ 141,492 $ 141,492 $ 136,356 $ 136,356 Interest-bearing demand deposits 275,677 275,677 290,721 290,721 Savings deposits 111,555 111,555 120,727 120,727 Time deposits: $100,000 or more 187,199 189,748 153,092 152,952 Other time deposits 459,305 463,056 462,585 460,045 ---------- ---------- ---------- ---------- $1,175,228 $1,181,528 $1,163,481 $1,160,801 ========== ========== ========== ==========
The aggregate carrying value of short-term borrowings was $207.8 million and $168.8 million at December 31, 1996 and 1995, respectively. The weighted average interest rate was 5.30% and 5.76% for 1996 and 1995, respectively. 9. LONG-TERM BORROWINGS: Long-term borrowings at December 31, 1996 and 1995 are summarized as follows:
1996 1995 -------------------------------------- ------------------------------------- CARRYING FAIR CARRYING FAIR (Dollar amounts in thousands) VALUE VALUE VALUE VALUE - ---------------------------------------------------------------------------------------------------------------------------------- City of Terre Haute, Indiana adjustable tender economic development revenue bonds, series 1985 $ 6,600 $ 6,600 $ 6,600 $ 6,600 Other 37 37 80 80 ---------- ---------- ---------- --------- TOTAL $ 6,637 $ 6,637 $ 6,680 $ 6,680 ========== ========== ========== ========= Advances from the Federal Home Loan Bank 204,168 203,868 $ 145,366 $ 145,792 Advances classified as short-term borrowings (140,244) (140,244) (95,296) (95,296) ---------- ---------- ---------- --------- Advances classified as long-term debt $ 63,924 $ 63,624 $ 50,070 $ 50,496 ========== ========== ========== =========
The aggregate minimum annual retirements of long-term borrowings are as follows: 1997 $140,244 1998 24,694 1999 17,313 2000 2,108 2001 6,703 Thereafter 19,743 -------- $210,805 Less current portion (140,244) -------- $ 70,561 ========
The economic development revenue bonds (bonds) require periodic interest payments each year until maturity or redemption. The interest rate, which was 4.20% at December 31,1996, is determined by a formula which considers rates for comparable bonds and is adjusted periodically based on the frequency selected by the bondholder at the date of purchase. The bonds are collateralized by a first mortgage on the Corporation's headquarters building. The bonds mature December 1, 2015, and bondholders may periodically require earlier redemption. The Corporation may use funds available under a letter of credit from another financial institution to repay principal on bonds redeemed during the term of the letter of credit. The letter of credit expires November 1, 1997 and is deemed to be automatically extended without amendment for one year from the expiration date. No bonds were redeemed during 1996. Assuming that any redemptions required under the bonds will be funded by the letter of credit, or by other similar borrowings, if redemptions occur after 1996, there are no principal maturities of the bonds within the next five years. 26 12 The above debt agreements require the Corporation to meet certain financial covenants. The most restrictive covenants require the Corporation to maintain a Tier I capital ratio of at least 6.2% and net income to average assets of 0.6%. At December 31, 1996, the Corporation was in compliance with all of its debt covenants. All of the Corporation's Indiana subsidiary banks are members of the Federal Home Loan Bank (FHLB) of Indianapolis and, accordingly, are permitted to obtain advances. The advances from the FHLB, aggregating $204.2 million at December 31, 1996, accrue interest at annual rates varying from 4.95% to 8.0%. The advances are due at various dates through November 2011. FHLB advances must be secured by eligible collateral as specified by the FHLB. Accordingly, the Corporation has a blanket pledge of its first mortgage loan portfolio as collateral for the advances outstanding at December 31, 1996, with a required minimum ratio to collateral to advances of 160%. 10. INCOME TAXES: Income tax expense is summarized as follows:
(Dollar amounts in thousands) 1996 1995 1994 - --------------------------------------------------------------------------------------------------------------------------------- Federal: Currently payable $ 4,772 $ 3,492 $ 4,055 Deferred (315) (150) (591) -------- -------- -------- 4,457 3,342 3,464 State: Currently payable 1,750 1,679 1,541 Deferred (44) (63) (120) -------- -------- -------- 1,706 1,616 1,421 -------- -------- -------- TOTAL $ 6,163 $ 4,958 $ 4,885 ======== ======== ========
Income tax expense (credit) with respect to investment securities gains amounted to approximately $43 thousand, $20 thousand and $(15) thousand in 1996, 1995 and 1994, respectively. The major components of deferred income taxes are as follows:
(Dollar amounts in thousands) 1996 1995 1994 - --------------------------------------------------------------------------------------------------------------------------------- Provision for loan losses $ (364) $ (52) $ (747) Lease financing (96) 11 (200) Depreciation 266 (3) 41 Pension expense (16) (3) 32 Deferred compensation (34) (130) (5) Other, net (114) (36) 168 -------- ------- ------- TOTAL $ (358) $ (213) $ (711) ======== ======= =======
The reconciliation of income tax expense with the amount computed by applying the statutory federal income tax rate to income before income taxes is summarized as follows:
(Dollar amounts in thousands) 1996 1995 1994 - --------------------------------------------------------------------------------------------------------------------------------- Federal income taxes computed at the statutory rate $ 7,747 $ 6,454 $ 6,192 Add (deduct) tax effect of: Nontaxable income from tax-exempt investments and loans (2,228) (2,355) (2,226) State tax, net of federal benefit 1,110 1,067 938 Investment tax credit (280) (280) (211) Other, net (186) 72 192 --------- --------- -------- (1,584) (1,496) (1,307) --------- --------- -------- TOTAL $ 6,163 $ 4,958 $ 4,885 ========= ========= ========
27 13 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 1996 and 1995, are as follows:
(Dollar amounts in thousands) 1996 1995 - ------------------------------------------------------------------------------------------------------------------- Deferred tax assets: Loans, principally the allowance for loan losses $ 4,359 $ 3,995 Deferred compensation 551 522 Compensated absences, principally due to accrual for financial reporting purposes 251 231 Other 298 131 ---------- ---------- Total gross deferred tax assets $ 5,459 $ 4,879 ---------- ---------- Deferred tax liabilities: Unrealized gains on available-for-sale securities (3,120) (4,718) Premises and equipment, principally due to differences in depreciation (942) (685) Lease financing, principally due to bases differences between tax and financial reporting (311) (407) Pensions, principally due to amounts that are nondeductible until paid (567) (583) Other (315) (238) ---------- ---------- Total gross deferred liabilities (5,255) (6,631) ---------- ---------- Net deferred tax assets (liabilities) $ 204 $ (1,752) ========== ==========
The Corporation has paid income taxes during the last three preceding years that exceed the recorded deferred income tax asset. 11. SHAREHOLDERS' EQUITY: At December 31, 1996, approximately $29.7 million of undistributed earnings of the subsidiary banks, included in consolidated retained earnings, were available for distribution to the parent company as dividends without regulatory approval. In practice, the Corporation further limits dividends to maintain adequate capital. The Corporation's Board of Directors approved a 5% stock dividend payable on July 1, 1996 to shareholders of record on June 18, 1996. All previously reported share and per share information has been restated. 12. COMMITMENTS AND CONTINGENCIES: In the normal course of business, the Corporation is subject to various claims and other pending and possible legal actions. Management believes that the results of these claims and possible legal actions will not have a material adverse effect on the Corporation's financial position or results of operations. 13. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK: The Corporation grants loans to customers primarily in west central Indiana and east central Illinois. Substantially all loans are collateralized by specific items including accounts receivable; inventory; property, plant and equipment; consumer assets; residential and commercial real estate and income-producing commercial properties. The Corporation is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include conditional commitments and standby letters of credit. The financial instruments involve to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in the financial statements. The Corporation's maximum exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to make loans is limited generally by the contractual amount of those instruments. The Corporation follows the same credit policy to make such commitments as is followed for those loans recorded in the consolidated financial statements. 28 14 The Corporation had unused lines of credit of $121.7 million and $72.0 million and commitments to extend credit of $3.7 million and $4.3 million as of December 31, 1996 and 1995, respectively. In addition, the Corporation had outstanding commitments of $1.9 million and $1.8 million under standby letters of credit as of December 31, 1996 and 1995, respectively. The fair values of the Corporation's off-balance-sheet financial instruments at December 31, 1996 and 1995 were immaterial. 14. RETIREMENT PLANS: Substantially all employees of the Corporation are covered by a retirement program that consists of a defined benefit plan and an employee stock ownership plan (ESOP). Benefits under the defined benefit plan are actuarially determined based on an employee's service and compensation, as defined, and funded as necessary. Assets in the ESOP are considered in calculating the funding to the defined benefit plan required to provide such benefits. Any shortfall of benefits under the ESOP are to be provided by the defined benefit plan. The ESOP may provide benefits beyond those determined under the defined benefit plan. Contributions to the ESOP are determined by the Corporation's Board of Directors. During 1996, 1995 and 1994, the Corporation made no contribution to the defined benefit plan. The Corporation contributed $600, $525 and $525 to the ESOP in 1996, 1995 and 1994, respectively. Pension expense included the following components:
(Dollar amounts in thousands) 1996 1995 1994 - ---------------------------------------------------------------------------------------------------------------------------------- Service cost - benefits earned $ 957 $ 765 $ 763 Interest cost on projected benefit obligation 870 777 694 Actual (return) loss on plan assets (2,895) (1,252) 838 Net amortization and deferral 1,740 240 (1,864) ------- ------- -------- Total pension expense $ 672 $ 530 $ 431 ======= ======= ========
The information below sets forth the funded status of the Corporation's retirement program. Actuarial present value of benefits is based on service to date and present pay levels.
December 31, -------------------------------------------------------- (Dollar amounts in thousands) 1996 1995 - --------------------------------------------------------------------------------------------------------------------------------- Vested $ 9,091 $ 10,978 Nonvested 487 354 -------- -------- Accumulated benefits obligation 9,578 11,332 Additional amounts related to projected pay increases 3,729 4,467 -------- -------- Total projected benefit obligation $ 13,307 $ 15,799 Assets at fair value, consisting primarily of the Corporation's common stock $ 18,847 15,996 -------- -------- Excess of assets over projected benefits 5,540 197 Unrecognized net (gain) loss (3,522) 2,051 Unrecognized prior service cost 95 111 Unrecognized net transition asset (697) (871) -------- -------- Prepaid pension asset recognized in the statement of condition $ 1,416 $ 1,488 ======== ======== Principal assumptions used: Discount rate 7.50% 6.00% ======== ======== Rate of increase in compensation levels 7.50% 6.00% ======== ======== Expected long-term rate of return on plan assets 7.00% 7.00% ======== ========
29 15 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The Corporation also provides medical benefits to its employees subsequent to their retirement. Accrued postretirement benefits as of December 31, 1996 are as follows:
(Dollar amounts in thousands) - ------------------------------------------------------------------------------------------------------------------------------ Accumulated postretirement benefit obligation (APBO): Retirees $1,607 Active employees fully eligible to retire and receive benefits 46 Active employees not fully eligible 778 ------ Total APBO 2,431 Unamortized transition obligation (1,843) ------ Accrued postemployment benefit liability $588 ====== Net periodic postretirement benefit cost for 1996 included the following components: Service cost - benefits attributed to service during the period $ 50 Interest cost on accumulated postretirement benefit obligation 168 Amortization of transition obligation over 20 years 102 ------ Net periodic postretirement benefit cost $ 320 ======
The assumed discount rate used in determining the accumulated postretirement benefit was 7.5% and the assumed medical care cost trend rate was 5.5%. 15. CRAWFORD BANCORP MERGER: In July 1996 the Corporation consummated its acquisition of Crawford Bancorp (Crawford) in Robinson, Illinois. In exchange for all of the outstanding common stock of Crawford, the Corporation issued 626,796 shares of its common stock. The acquisition was accounted for as a pooling of interests and accordingly, the consolidated financial statements of the Corporation for all prior periods presented have been restated to include Crawford. Net interest income and net income of Crawford included in the Corporation's consolidated statements of income are as follows:
DECEMBER 31, ----------------------------------------------------------- (Dollar amounts in thousands) 1996 1995 1994 - ---------------------------------------------------------------------------------------------------------------------- NET INTEREST INCOME: First Financial Corporation $ 54,387 $ 48,630 $ 47,425 Crawford Bancorp 3,639 3,556 3,693 Combined 58,026 52,186 51,118 NET INCOME: First Financial Corporation $ 15,751 $ 13,274 $ 12,305 Crawford Bancorp 220 623 1,020 Combined 15,971 13,897 13,325
16. REGULATORY MATTERS: The Corporation is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory--and possibly additional discretionary--actions by regulators that, if undertaken, could have a direct material effect on the Corporation's financial statements. Under capital adequacy quidelines and the regulatory framework for prompt corrective action, the Corporation must meet specific capital guidelines that involve quantitative measures of the Corporation's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Corporation's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Corporation to maintain minimum amounts and ratios (set forth in the table on the next page) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 1996, that the Corporation meets all capital adequacy requirements to which it is subject. As of December 31, 1996, the most recent notification from the respective regulatory agencies categorized the Corporation and its subsidiary banks as adequately capitalized under the regulatory framework for prompt corrective 30 16 action. To be categorized as adequately capitalized the Corporation must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Corporation's category. The Corporation's actual capital amounts and ratios are also presented in the table.
TO BE WELL CAPITALIZED FOR CAPITAL UNDER PROMPT CORRECTIVE ACTUAL ADEQUACY PURPOSES ACTION PROVISIONS ------------------------------- --------------------------- ---------------------------- (DOLLAR AMOUNTS IN THOUSANDS) AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO - --------------------------------------------------------------------------------------------------------------------------------- AS OF DECEMBER 31, 1996 Total Capital (to Risk-Weighted Assets) $155,852 16.00% >$ 77,908 >8.0% >$ 97,385 > 10.0% - - - - Tier I Capital (to Risk-Weighted Assets) 145,096 14.90% > 38,954 >4.0% > 58,431 > 6.0% - - - - Tier I Capital (to Average Assets) 145,096 9.35% > 62,105 >4.0% > 77,632 > 5.0% - - - - AS OF DECEMBER 31, 1995 Total Capital (to Risk-Weighted Assets) $143,616 15.65% >$ 73,397 >8.0% >$ 91,746 > 10.0% - - - - Tier I Capital (to Risk-Weighted Assets) 133,000 14.50% > 36,698 >4.0% > 55,048 > 6.0% - - - - Tier I Capital (to Average Assets) 133,000 9.31% > 57,173 >4.0% > 71,466 > 5.0% - - - -
17. PARENT COMPANY CONDENSED FINANCIAL STATEMENTS: The parent company's condensed balance sheets as of December 31, 1996 and 1995, and the related condensed statements of income and retained earnings and cash flows for each of the three years in the period ended December 31, 1996 are as follows:
BALANCE SHEETS DECEMBER 31, -------------------------------------------------- (Dollar amounts in thousands) 1996 1995 - ---------------------------------------------------------------------------------------------------------------------- ASSETS Cash deposits in affiliated banks $ 2,537 $ 2,088 Investments in bank subsidiaries 147,192 138,181 Land and headquarters building, net 7,402 7,565 Other 4,466 3,581 --------- --------- TOTAL ASSETS $ 161,597 $ 151,415 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: Long-term borrowings $ 7,340 $ 7,457 Dividends payable 2,338 1,770 Other liabilities 1,542 2,113 --------- --------- TOTAL LIABILITIES 11,220 11,340 ========= ========= SHAREHOLDERS' EQUITY: Common stock 835 805 Additional capital 43,761 36,048 Retained earnings 101,093 98,625 Unrealized gains on available-for-sale securities of bank subsidiaries, net of taxes 4,688 6,535 Less treasury shares, at cost - (1,938) --------- --------- TOTAL SHAREHOLDERS' EQUITY 150,377 140,075 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 161,597 $ 151,415 ========= ==========
31 17 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
STATEMENTS OF INCOME AND RETAINED EARNINGS YEARS ENDED DECEMBER 31, ----------------------------------------------------------------------- (Dollar amounts in thousands) 1996 1995 1994 - ---------------------------------------------------------------------------------------------------------------------- Income: Dividends from bank subsidiaries $ 5,008 $ 5,383 $ 3,588 Other income 861 848 834 --------- -------- -------- Total income 5,869 6,231 4,422 Expenses: Interest on long-term borrowings 354 460 435 Other operating expenses 1,254 765 614 --------- -------- -------- Total operating expenses 1,608 1,225 1,049 --------- -------- -------- Income before income taxes and equity in undistributed earnings of bank subsidiaries 4,261 5,006 3,373 Income tax (expense) credit 329 97 (573) --------- -------- -------- Income before equity in undistributed earnings of bank subsidiaries 4,590 5,103 2,800 Equity in undistributed earnings of bank subsidiaries 11,381 8,794 10,525 --------- -------- -------- Net income 15,971 13,897 13,325 Retained earnings at beginning of year 98,625 95,968 86,005 --------- -------- -------- 114,596 109,865 99,330 Cash dividends (4,290) (3,554) (3,362) Stock dividends (9,213) (7,686) - --------- -------- -------- Retained earnings at end of year $ 101,093 $ 98,625 $ 95,968 ========= ======== ========
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, ---------------------------------------------------------------------------------- (Dollar amounts in thousands) 1996 1995 1994 - --------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 15,971 $ 13,897 $ 13,325 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 171 165 160 Equity in undistributed earnings of bank subsidiaries (11,381) (8,794) (10,525) Increase (decrease) in other liabilities (965) 540 839 Decrease in other assets 22 5 1 --------- --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES $ 3,818 $ 5,813 $ 3,800 CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on long-term borrowings (117) (914) (216) Proceeds from reissuance of treasury stock 600 525 - Purchase of treasury stock (131) (1,855) (608) Dividends paid (3,721) (3,489) (3,283) --------- --------- --------- NET CASH USED BY FINANCING ACTIVITIES (3,369) (5,733) (4,107) --------- --------- --------- NET INCREASE (DECREASE) IN CASH 449 80 (307) CASH, BEGINNING OF YEAR 2,088 2,008 2,315 --------- --------- --------- CASH, END OF YEAR $ 2,537 $ 2,088 $ 2,008 ========= ========= ========= Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $ 368 $ 458 $ 435 ========= ========= ========= Income taxes $ 6,974 $ 5,577 $ 4,520 ========= ========= =========
32 18 RESPONSIBILITY FOR FINANCIAL STATEMENTS To the Shareholders and Board of Directors of First Financial Corporation: The management of First Financial Corporation has prepared and is responsible for the preparation and accuracy of the financial statements and other information included in this report. The financial statements have been prepared in accordance with generally accepted accounting principles and where appropriate, include amounts based on judgments and estimates by management. To fulfill its responsibility, the Corporation maintains and continues to refine a system of internal accounting controls and procedures to provide reasonable assurance that (i) the Corporation's assets are safeguarded; (ii) transactions are executed in accordance with proper management authorization; and (iii) financial records are reliable for the preparation of financial statements. The design, monitoring and revision of internal accounting control systems involve, among other things, management judgments with respect to the relative costs and expected benefits of such control procedures. Coopers & Lybrand L.L.P. performs an independent audit of the Corporation's financial statements for the purpose of determining that such statements are presented in conformity with generally accepted accounting principles and their report appears below. The independent accountants are appointed based upon recommendations by the Examining and Trust Audit Committee and approved by the Board of Directors. The Examining and Trust Audit Committee of the Board of Directors, composed of three independent directors, meets periodically with the Corporation's management and the independent accountants to discuss the audit scope and findings as well as address internal control systems and financial reporting matters. The independent accountants have direct access to the Examining and Trust Audit Committee. DONALD E. SMITH MICHAEL A. CARTY Donald E. Smith Michael A. Carty President & Chief Executive Officer Treasurer REPORT OF INDEPENDENT ACCOUNTANTS We have audited the accompanying consolidated balance sheets of First Financial Corporation and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of First Financial Corporation and subsidiaries as of December 31, 1996 and 1995, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. COOPER + LYBRAND LLP Indianapolis, Indiana January 25, 1997 33 19 MANAGEMENT'S DISCUSSION AND ANALYSIS The following information provides management's discussion and analysis of First Financial Corporation's financial condition and the results of its operations. The information presented should be read in conjunction with the audited financial statements and related footnotes appearing elsewhere in this report. First Financial Corporation (the Corporation) is a multi-bank holding company. The Corporation, which is headquartered in Terre Haute, Indiana, offers a wide variety of financial services including commercial and consumer lending, lease financing, trust account services and depositor services through its eight subsidiaries. The Corporation's principal subsidiary is Terre Haute First National Bank (Terre Haute First) located in Vigo County. The Corporation's other seven wholly-owned bank subsidiaries are First State Bank of Clay County, Indiana (First State), First Citizens State Bank of Newport, Indiana (Citizens), First Farmers State Bank of Sullivan, Indiana (Farmers), First Ridge Farm State Bank of Ridge Farm, Illinois (Ridge Farm), First Parke State Bank of Rockville, Indiana (Parke), First National Bank of Marshall, Illinois (Marshall), and First Crawford State Bank of Robinson, Illinois (Crawford). At the close of business in 1996 the Corporation and its subsidiaries had 694 full time equivalent employees. Terre Haute First is the largest bank in Vigo County. It operates ten full-service banking branches within the county. In addition to its branches, it has a main office in downtown Terre Haute and a 50,000-square-foot commercial building on South Third Street in Terre Haute, which serves as its operations center and provides additional office space. First State has five branch locations in Clay County, a county contiguous to Vigo County. Citizens has three branches, all of which are located in Vermillion County, a county contiguous to Vigo County. Farmers has six branches of which five are located in Sullivan County and one in Greene County. Sullivan County is contiguous to Vigo County. Ridge Farm has one branch and is located in Vermilion County, Illinois. Parke has four branches in Parke County, a county contiguous to Vigo County. Marshall has one branch and is located in Clark County, Illinois, a county contiguous to Vigo County. Crawford has two branches in Crawford County, Illinois and one branch in Lawrence County, Illinois. Terre Haute First faces competition from other financial institutions in Vigo County. These competitors include three commercial banks, a mutual savings bank and other financial institutions, including consumer finance companies, brokerage firms and credit unions. The seven other bank subsidiaries have similar competition in their primary market areas. The number of competitors of each subsidiary is as follows: FIRST STATE -- Three commercial banks, two credit unions and one brokerage firm in Clay County, Indiana. CITIZENS -- Three commercial banks, two credit unions and one brokerage firm in Vermillion County, Indiana. FARMERS -- Two commercial banks and one brokerage firm in Sullivan County, Indiana, and three commercial banks in Greene County, Indiana. PARKE -- Two commercial banks, five credit unions and two brokerage firms in Parke County, Indiana. RIDGE FARM -- Four commercial banks, one savings and loan, five credit unions and two brokerage firms in Vermilion County, Illinois. MARSHALL -- Three commercial banks and one savings and loan in Clark County, Illinois. CRAWFORD -- Four commercial banks, one savings and loan, two credit unions and four brokerage firms in Crawford County, Illinois, and five commercial banks and one savings and loan in Lawrence County, Illinois. The Corporation's business activities are centered in west central Indiana and east central Illinois. The Corporation has no foreign activities other than periodically investing available funds in time deposits held in foreign branches of domestic banks. The economy of the Wabash Valley, the Corporation's primary market area, performed about the same as the national economy during 1996. The subsidiary banks' policies of normally making loans in their market area has resulted in a geographic concentration of loans. However, the Corporation's loan-to-deposit ratio of 78.2% is comparable to the average ratio of bank holding companies of a similar size. The subsidiary banks have the ability to fund continued growth, which should result in increased net interest income and net income. In 1996 there has been continued retail and industrial construction in the Wabash Valley. This should provide a base for a steady, modest growth in the market area during the coming year. There are no other presently known trends, events or uncertainties that will have or that are reasonably likely to have a material effect on the Corporation's liquidity, capital resources or operations for 1997. 34 20 RESULTS OF OPERATIONS -- SUMMARY FOR 1996 Net income for 1996 was $16.0 million or $2.39 per share. The increased earnings over 1995 net income of $13.9 million or $2.08 per share were primarily the result of improved net interest income and reductions in Federal Deposit Insurance Corporation insurance and data processing expenses. Prior to 1996, the Corporation's data processing was performed by an outside vendor under a facilities management agreement. The Corporation was able to reduce its data processing expenses with the conversion to an internal processing system. The primary components of income and expense affecting net income are discussed in the following analysis. NET INTEREST INCOME The principal source of the Corporation's earnings is net interest income, which represents the difference between interest earned on loans and investments and the interest cost associated with deposits and other sources of funding. Total average interest-earning assets increased to $1,451.3 million from $1,341.5 million in 1996 and the yield on these assets increased slightly from 8.24% in 1995 to 8.25% in 1996. Total average interest-bearing liabilities amounted to $1,263.9 million in 1996 compared to $1,156.0 million in 1995, while the yield on these interest-bearing liabilities decreased from 4.68% in 1995 to 4.57% in 1996. On a tax equivalent basis, net interest income increased $5.5 million from $56.4 million in 1995 to $61.9 million in 1996. Net interest margin increased from 4.20% in 1995 to 4.27% in 1996. This increase is primarily the result of lower costs for interest-bearing liabilities. The following table sets forth the components of net interest income due to changes in volume and rate. The table information compares 1996 to 1995 and 1995 to 1994.
1996 Compared to 1995 1995 Compared to 1994 Increase (Decrease) Due to Increase (Decrease) Due to ------------------------------------------ ------------------------------------------------ Volume/ Volume/ (Dollar amounts in thousands) Volume Rate Rate Total Volume Rate Rate Total - --------------------------------------------------------------------------------------------------------------------------------- Interest earned on interest-earning assets: Loans (1) $ 388 $ 1,057 $ 5 $ 1,450 $ 4,755 $ 4,550 $ 318 $ 9,623 Taxable investment securities 8,698 183 77 8,958 1,753 2,285 242 4,280 Tax-exempt investment securities (1) (803) 115 (8) (696) 274 448 12 734 Federal funds sold (483) (14) 7 (490) 210 147 55 412 Interest-bearing deposits: Domestic 4 14 1 19 (19) - - (19) ------ ------- ------- ------- ------- ------- ------- ------- Total interest income $7,804 $ 1,355 $ 82 $ 9,241 $ 6,973 $ 7,430 $ 627 $15,030 ====== ======= ======= ======= ======= ======= ======= ======= Interest paid on interest-bearing liabilities: Savings deposits 291 (509) (14) (232) (1,294) 578 (67) (783) Time deposits 1,447 (1,119) (46) 282 4,811 5,591 1,123 11,525 Federal funds purchased and securities sold under agreement to repurchase (699) (67) 19 (747) (317) 850 (132) 401 Other 5,181 (431) (387) 4,363 1,650 572 289 2,511 ------ ------- ------- ------- ------- ------- ------- ------- Total interest expense 6,220 (2,126) (428) 3,666 4,850 7,591 1,213 13,654 ------ ------- ------- ------- ------- ------- ------- Net interest income $1,584 $ 3,481 $ 510 $ 5,575 $ 2,123 $ (161) $ (586) $ 1,376 ====== ======= ======= ======= ======= ======= ======= ======= (1) Changes in interest income include the effect of tax equivalent adjustments using a federal tax rate of 35%.
35 21 RESULTS OF OPERATIONS -- SUMMARY FOR 1996 (CONTINUED) PROVISION FOR LOAN LOSSES The provision for loan losses is established by charging current earnings with an amount which will maintain the allowance for loan losses at a level sufficient to provide for losses in the Corporation's loan portfolio. Management considers several factors in determining the provision, including loss experience, changes in the composition of the portfolio, the financial condition of borrowers, economic trends, and general economic conditions. The provision for loan losses totaled $4.5 million for 1996 as compared to $2.6 million for 1995. This increase was due to the resolution of a few commercial loans and increased consumer loan losses because of high consumer debt. Net charge-offs for 1996 increased to $4.3 million from 1995. At December 31, 1996, the resulting allowance for loan losses was $10.8 million or 1.17% of total loans, net of unearned income. A year earlier the allowance was 1.21% of total loans. OTHER INCOME Other income decreased slightly in 1996 to $7.8 million from $7.9 million earned in 1995. There were no major contributing factors for this decrease. Although most components of other income, such as trust department income, other service charges and fees, and investment securities gains, increased $237 thousand, $158 thousand and $79 thousand respectively, these were offset by a decrease in service charges on deposit accounts and all other income by $157 thousand and $390 thousand, respectively. OTHER EXPENSES Other expenses totaled $39.3 million for 1996 compared to $38.7 million for 1995. This represents an increase of only $590 thousand or 1.5% for 1996. Although the Corporation had a decrease of $1.2 million or 97.0% in the FDIC insurance and $1.2 million or 61.3% in the data processing expense, these were offset by increases in most of the other components of other expenses. Salaries and related benefits, the largest component of this group, increased from $19.5 million to $21.2 million or 8.8%. INCOME TAXES The Corporation's federal income tax provision was $4.5 million in 1996 compared to a provision of $3.3 million in 1995. The overall effective tax rate in 1996 of 27.8% compares to a 1995 effective rate of 26.3%. COMPARISON OF 1995 TO 1994 Net income for 1995 was $13.9 million or $2.08 per share compared to $13.3 million in 1994 or $1.98 per share. This increased income was primarily the result of a reduction in FDIC insurance expense by $1.2 million or 47.5%. Net interest income increased $1.2 million in 1995 as compared to 1994. Net yield on interest-earning assets was 4.20% for 1995 and 4.41% for 1994. 36 22 FINANCIAL CONDITION -- SUMMARY The Corporation's total assets increased to a record $1,620 million at December 31, 1996, up from $1,545 million a year earlier. Loans, net of unearned income, increased by $39.3 million, to $918.8 million. The increase in loans was primarily funded by deposits and advances from the Federal Home Loan Bank. Advances from the Federal Home Loan Bank at December 31, 1996, were $204.2 million, of which $140.2 million represents short-term obligations. Total shareholders' equity at December 31, 1996, was $150.4 million compared to $140.1 million a year earlier. Following is an analysis of the components of the Corporation's balance sheet. Information describing the components of the Corporation's investment securities, the market value, maturities and weighted average yields of the investments is included in Note 4 of the notes to the consolidated financial statements. LOAN PORTFOLIO Loans outstanding by major category as of December 31 for each of the last five years and the maturities and interest sensitivity of the loans outstanding as of December 31, 1996, are set forth in the following analysis.
(Dollar amounts in thousands) 1996 1995 1994 1993 1992 - ---------------------------------------------------------------------------------------------------------------------------------- LOAN CATEGORY Commercial, financial and agricultural $197,449 $180,858 $174,371 $165,501 $171,159 Real estate - construction 22,629 22,882 21,428 18,404 16,779 Real estate - mortgage 508,010 460,060 455,673 430,699 388,571 Installment 188,670 213,696 203,689 179,346 157,814 Lease financing 3,284 4,151 5,259 7,121 9,183 -------- -------- -------- -------- -------- TOTAL $920,042 $881,647 $860,420 $801,071 $743,506 ======== ======== ======== ======== ======== After One Within But Within After Five (Dollar amounts in thousands) One Year Five Years Years Total - ---------------------------------------------------------------------------------------------------------------------------------- MATURITY DISTRIBUTION Commercial, financial and agricultural $131,137 $ 52,878 $ 13,434 $197,449 Real estate - construction 16,591 5,413 625 22,629 -------- -------- ------- -------- TOTAL $147,728 $ 58,291 $ 14,059 $220,078 ======== ======== ======= ======== Real estate - mortgage 508,010 Installment 188,670 Lease financing 3,284 -------- TOTAL $920,042 ======== Loans maturing after one year with: Fixed interest rates $ 37,486 $ 11,402 Variable interest rates 20,805 2,657 -------- -------- TOTAL $ 58,291 $ 14,059 ======== ========
37 23 FINANCIAL CONDITION -- SUMMARY (CONTINUED) ALLOWANCE FOR LOAN LOSSES The activity in the Corporation's allowance for loan losses is shown in the following analysis:
(Dollar amounts in thousands) 1996 1995 1994 1993 1992 - ------------------------------------------------------------------------------------------------------- Amount of loans outstanding at December 31, $920,042 $881,647 $860,420 $801,071 $743,506 ======== ======== ======== ======== ======== Average amount of loans by year $885,964 $881,559 $823,983 $752,712 $676,857 ======== ======== ======== ======== ======== Allowance for loan losses at beginning of year $ 10,616 $ 10,536 $ 10,024 $ 10,735 $ 9,324 Loans charged off: Commercial, financial and agricultural 2,577 1,364 1,578 1,471 1,328 Real estate - mortgage 207 293 150 1,442 563 Installment 2,615 2,016 1,422 1,251 1,243 Leasing 2 148 2 103 58 -------- -------- -------- -------- -------- Total loans charged off 5,401 3,821 3,152 4,267 3,192 -------- -------- -------- -------- -------- Recoveries of loans previously charged off: Commercial, financial and agricultural 426 727 460 484 169 Real estate - mortgage 147 138 131 99 65 Installment 500 466 390 332 234 Leasing 7 7 9 27 67 -------- -------- -------- -------- -------- Total recoveries 1,080 1,338 990 942 535 -------- -------- -------- -------- -------- Net loans charged off 4,321 2,483 2,162 3,325 2,657 Provision charged to expense 4,461 2,563 2,674 2,614 4,068 -------- -------- -------- -------- -------- Balance at end of year $ 10,756 $ 10,616 $ 10,536 $ 10,024 $ 10,735 ======== ======== ======== ======== ======== Ratio of net charge-offs during period to average loans outstanding .49% .28% .26% .44% .39% ======== ======== ======== ======== ========
Management anticipates $1.3 million of commercial, financial and agricultural loans, $168 thousand of real estate-mortgage loans, $1.7 million of installment loans, and $5 thousand of leases will be charged off for 1997. The remaining $7.6 million or 71% of the allowance will be available for losses resulting from unforeseen circumstances. 38 24 UNDER-PERFORMING LOANS Management monitors the components and status of under-performing loans as a part of the evaluation procedures used in determining the adequacy of the allowance for possible loan losses. It is the Corporation's policy to discontinue the accrual of interest on loans where, in management's opinion, serious doubt exists as to collectibility. The amounts shown below represent non-accrual loans, loans which have been restructured to provide for a reduction or deferral of interest or principal because of deterioration in the financial condition of the borrower and those loans which are past due more than 90 days where the Corporation continues to accrue interest. The interest income for non-accrual and restructured loans that would have been recorded in 1996, 1995 and 1994, under the original terms of the loans is $263 thousand, $333 thousand and $469 thousand, respectively. The Corporation recorded interest income on such loans in the amounts of $152 thousand, $63 thousand and $377 thousand for 1996, 1995 and 1994, respectively.
(Dollar amounts in thousands) 1996 1995 1994 1993 1992 - -------------------------------------------------------------------------- Non-accrual loans $2,504 $3,130 $3,593 $2,998 $4,836 Restructured loans 34 185 217 1,259 1,287 ------ ------ ------ ------ ------ 2,538 3,315 3,810 4,257 6,123 Accruing loans past due 5,296 5,809 2,287 1,385 1,482 ------ ------ ------ ------ ------ $7,834 $9,124 $6,097 $5,642 $7,605 ====== ====== ====== ====== ======
The ratio of the allowance for loan losses as a percentage of non-performing loans was 137% at December 31, 1996, compared to 116% in 1995. This increase is the result of a decrease in the amount of loans past due 90 days or more and non-accrual loans compared to 1995. The following loan categories comprise significant components of the non-performing loans at December 31, 1996:
(Dollar amounts in thousands) - -------------------------------------------------------------------------- Non-accrual loans: 1-4 family residential $ 287 12% Commercial loans 1,420 57 Installment loans 469 18 Other, various 328 13 -------- ---- 2,504 100% ======== ==== Past due 90 days or more: 1-4 family residential $ 2,256 43% Commercial loans 1,125 21 Installment loans 943 18 Other, various 972 18 -------- ---- $ 5,296 100% ======== ====
There are no material concentrations by industry within the non-performing loans. In addition to the above under-performing loans, certain loans are felt by management to be impaired for reasons other than current repayment status. Such reasons may include, but not be limited to previous payment history, bankruptcy proceedings, industry concerns, or information related to a specific borrower that may result in a negative future event to that borrower. At December 31, 1996 the Corporation had $1.7 million of doubtful loans which are still in accrual status. 39 25 FINANCIAL CONDITION -- SUMMARY (CONTINUED) DEPOSITS Total deposits increased to $1,175.2 million in 1996 from $1,163.5 for the same period in 1995. The Corporation experienced a fluctuation between deposit types due to a rate-sensitive market environment. Large certificates of deposit increased $34.1 million or 22.3%. The information below presents the average amount of deposits and rates paid on those deposits for 1996, 1995 and 1994.
1996 1995 1994 --------------------- ------------------- ---------------------- (Dollar amounts in thousands) Amounts Rate Amounts Rate Amounts Rate - ------------------------------------------------------------------------------------------------------------ Non-interest-bearing demand deposits $ 134,303 $ 128,172 $ 121,343 Interest-bearing demand deposits 282,331 2.59% 264,305 2.73% 279,122 2.69% Savings deposits 119,167 2.44% 126,319 2.56% 162,373 2.30% Time deposits: $100,000 or more 229,338 5.45% 160,125 5.71% 134,548 4.42% Other time deposits 425,563 5.47% 469,117 5.61% 389,466 4.62% ---------- ---------- ---------- TOTAL $1,190,702 $1,148,038 $1,086,852 ========== ========== ==========
The maturities of certificates of deposit of $100 thousand or more outstanding at December 31, 1996, are summarized as follows (in thousands of dollars): 3 months or less $ 57,807 Over 3 through 6 months 34,507 Over 6 through 12 months 25,445 Over 12 months 69,440 -------- TOTAL $187,199 ========
SHORT-TERM BORROWINGS A summary of the carrying value of the Corporation's short-term borrowings at December 31, 1996, 1995 and 1994 is presented below:
(Dollar amounts in thousands) 1996 1995 1994 - ---------------------------------------------------------------------------------------------- Federal funds purchased $ 38,130 $ 51,800 $ 3,495 Securities sold under agreements to repurchase 24,286 17,861 65,076 Advances from Federal Home Loan Bank 140,244 95,296 46,272 Other short-term borrowings 5,131 3,872 5,406 ----------- -------- -------- $ 207,791 $168,829 $120,249 =========== ======== ========
Federal funds purchased amounted to $38.1 million in 1996 compared to $51.8 million in 1995. Securities sold under agreements to repurchase increased slightly by $6 million in 1996 from the same period in 1995. Advances from the Federal Home Loan Bank increased to $140.2 million in 1996 compared to $95.3 million in 1995. The major reasons for the increase were for temporary liquidity and to arbitrage several investments with these funds. The difference between the investment yield and borrowing rate provided a positive return to the Corporation. The difference in spread was either matched in index (LIBOR) or the Corporation assumed basis and/or option risk. With its increase in capital, the Corporation chose to add more leverage to the balance sheet and increase net interest income. This strategy was primarily implemented in the fourth quarter of 1995 and continued in 1996. As of December 31, 1996, the total investments in such programs totaled $88.4 million. The Asset/Liability Committee reviews these investments and considers the related strategies on a weekly basis. 40 26 The amounts and interest rates related to federal funds purchased and securities sold under agreements to repurchase are presented below: (Dollar amounts in thousands) 1996 1995 1994 - -------------------------------------------------------------------------------------------------------------------------------- Average amount outstanding $ 30,476 $ 42,741 $ 50,616 Maximum amount outstanding at a month end 72,337 71,267 69,043 Average interest rate during year 5.54% 5.75% 4.09% Interest rate at year end 6.25% 6.00% 4.22%
CAPITAL RESOURCES As of December 31, 1996, the Corporation's shareholders' equity was $150.4 million, an increase of 7.4% from the 1995 level of $140.1 million. Bank regulatory agencies have established capital adequacy standards which are used extensively in their monitoring and control of the industry. These standards relate capital to level of risk by assigning different weightings to assets and certain off-balance-sheet activity. Capital is measured by two risk-based ratios: Tier I capital and total capital, which includes Tier II capital. The standards require that companies have minimum ratios of 4% and 8% for Tier I and total capital, respectively. As of December 31, 1996, the Corporation had Tier I capital of 14.9% and total capital of 16.0%, significantly exceeding regulatory minimum standards. Additionally, a Tier I leverage ratio is also used by bank regulators as another measure of capital strength. This ratio compares Tier I capital to total reported assets reduced by goodwill. The regulatory minimum level of this ratio is 3% and it acts as a constraint on the degree to which an institution can leverage its equity base. The Corporation's Tier I leverage ratio was 9.35% at December 31, 1996. First Financial Corporation's objective is to maintain adequate capital to merit the confidence of its customers and shareholders. To warrant this confidence, the Corporation's management maintains a capital position which they believe is sufficient to absorb unforeseen financial shocks without unnecessarily restricting dividends to its shareholders. The Corporation's dividend payout ratio for 1996 and 1995 was 26.9% and 25.6%, respectively. The Corporation expects to continue its policy of paying regular cash dividends, subject to future earnings and regulatory restrictions and capital requirements. INTEREST RATE SENSITIVITY AND LIQUIDITY First Financial Corporation charges the eight subsidiary banks with monitoring and managing their individual sensitivity to fluctuations in interest rates and assuring that they have adequate liquidity to meet loan and deposit demand. This function is accomplished through the Asset/Liability Committee. The primary goal of the committee is to maximize net interest income within the interest rate risk limits set by the Committee. The Committee reviews a series of monthly reports to insure that performance objectives are being met. The Committee also monitors and controls its interest rate risk through the use of a microcomputer model. The first measure of interest rate risk utilized is static gap analysis. Asset and liability classifications are identified by repricing and maturity schedules. This identifies potential risk in the mismatch of assets and liabilities as interest rates change. The second measure of interest rate risk is earnings simulation. Utilizing the model, management can measure the effects that any variety of scenarios may have on income. Simulation incorporates changes in interest rates, the shape of the yield curve and prepayments into its calculations. At the discretion of management, they may assume alternate volumes, reinvestment strategies and interest rate relationships. 41 27 INTEREST RATE SENSITIVITY AND LIQUIDITY (CONTINUED) It is important to note that each measure of interest rate risk has its limitations and that each is dependent upon certain assumptions. The Committee has performed a thorough analysis of these inputs and believes the assumptions to be valid and theoretically sound. Furthermore, the relationships are continuously monitored for behavioral changes. The Committee believes that the combination of reports and information represents a fairly comprehensive view of interest rate risk. Due to the conversion to the SENDERO asset/liability model, core deposits are now classified as immediately repriceable. This classification is different from that of previous years. The model then uses assumptions as to when these deposits reprice and the magnitude of the change. For the next twelve months, the Corporation is liability sensitive with $321.8 million more liabilities repricing than assets or a .67 sensitivity ratio. This represents 19.9% of total assets. The Corporation has $200.7 million of investments that mature throughout the coming year to meet its liquidity needs. The following table illustrates the Corporation's year end position at differing time intervals. Utilizing the Corporation's position at year end, the earnings simulations model projects that under the current rate environment, net interest income will increase by 3.0% in 1997, all things being equal. Actual results will undoubtedly differ from this projection due to changes in many variables. The earnings assets yield 7.9% without tax equivalency and interest-bearing liabilities cost 4.3% for a resulting margin of 3.6%. Management actively monitors the Corporation's position and periodically implements strategies to meet the Corporation's objectives. Rate Sensitivity Analysis at December 31, 1996
(Dollar amounts in thousands) Rate sensitive within: 1-3 MONTHS 4-6 MONTHS 7-12 MONTHS 1-5 YEARS 5-PLUS YEARS TOTAL - --------------------------------------------------------------------------------------------------------------------- ---------- Earning assets: Investments $ 73,819 $ 72,587 $ 54,317 $228,582 $156,534 $ 585,839 Loans 224,222 87,254 155,327 385,832 55,376 908,011 --------- -------- -------- -------- -------- ---------- TOTAL EARNING ASSETS 298,041 159,841 209,644 614,414 211,910 1,493,850 Other assets - - - - 125,792 125,792 --------- -------- -------- -------- -------- ---------- TOTAL ASSETS $ 298,041 $159,841 $209,644 $614,414 $337,702 $1,619,642 ========= ======== ======== ======== ======== ========== Interest-bearing liabilities: Interest-bearing deposits $ 491,203 $ 57,085 $115,455 $181,654 $ 1,140 $ 846,537 Interest-bearing deposits over $100 57,807 34,507 25,445 69,440 - 187,199 Borrowed funds 185,995 773 21,023 - - 207,791 Long-term debt - - - 50,818 19,743 70,561 --------- -------- -------- -------- -------- ---------- TOTAL INTEREST-BEARING LIABILITIES 735,005 92,365 161,923 301,912 20,883 1,312,088 Other liabilities - - - - 157,177 157,177 Capital - - - - 150,377 150,377 --------- -------- -------- -------- -------- ---------- TOTAL LIABILITIES AND CAPITAL $ 735,005 $ 92,365 $161,923 $301,912 $328,437 $1,619,642 ========= ======== ======== ======== ======== ========== Rate sensitivity gap (assets-liabilities) $(436,964) $ 67,476 $ 47,721 $312,502 Cumulative sensitivity ratio 0.41 0.55 0.67 0.99 Cumulative gap percent of total assets -26.98% -22.81% -19.87% -0.57%
42 28 CONSOLIDATED BALANCE SHEET -- AVERAGE BALANCES AND INTEREST RATES
DECEMBER 31, ---------------------------------------------------------------------------------------------- 1996 1995 1994 -------------------------------- ----------------------------- ----------------------------- AVERAGE YIELD/ AVERAGE YIELD/ AVERAGE YIELD/ (Dollar amounts in thousands) BALANCE INTEREST RATE BALANCE INTEREST RATE BALANCE INTEREST RATE - ----------------------------------------------------------------------------------------------------------------------------------- ASSETS Interest-earning assets: Loans (1) (2) $ 885,964 $ 79,120 8.93% $ 881,559 $ 77,670 8.81% $ 823,983 $68,048 8.26% Taxable investment securities 421,745 29,774 7.06 297,450 20,816 7.00 268,939 16,536 6.15 Tax-exempt investment securities (2) 133,914 10,320 7.71 144,443 11,016 7.63 140,697 10,283 7.31 Federal funds sold 8,612 484 5.62 17,070 974 5.71 12,423 562 4.52 Interest-bearing deposits in other banks: Domestic 1,040 61 5.87 957 42 4.39 1,391 61 4.39 ---------- -------- ---- ---------- -------- ---- ---------- ------- ---- Total interest-earning assets $1,451,275 $119,759 8.25% $1,341,479 $110,518 8.24% $1,247,433 $95,490 7.65% -------- ==== -------- ==== ------- ==== Non-interest earning assets: Cash and due from bank 57,919 51,917 51,830 Premises and equipment, net 26,598 22,719 19,976 Other assets 28,883 22,004 18,716 Less allowance for loan losses (10,644) (10,916) (10,115) ---------- ---------- ---------- TOTALS $1,554,031 $1,427,203 $1,327,840 ========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Interest-bearing liabilities: Savings deposits 401,498 10,215 2.54% 390,624 10,447 2.67% 441,495 11,230 2.54% Time deposits 654,901 35,767 5.46 629,242 35,485 5.64 524,014 23,960 4.57 Federal funds purchased and securities sold under agreement to repurchase 30,476 1,689 5.54 42,741 2,436 5.70 50,616 2,035 4.02 Other 177,036 10,139 5.73 93,327 5,776 6.19 61,986 3,264 5.27 ---------- -------- ---- ---------- -------- ---- ---------- ------- ---- Total interest-bearing liabilities: $1,263,911 $ 57,810 4.57% $1,155,934 $ 54,144 4.68% $1,078,111 $40,489 3.76% -------- ==== -------- ==== ------- ==== Non interest-bearing liabilities: Demand deposits 134,303 128,172 121,343 Other 13,053 12,553 7,994 ---------- ---------- ---------- 1,411,267 1,296,659 1,207,448 Shareholders' equity 142,764 130,544 120,392 ---------- ---------- ---------- TOTALS $1,554,031 $1,427,203 $1,327,840 ========== ========== ========== Net interest earnings $ 61,949 $ 56,374 $55,001 ======== ======== ======= Net yield on interest-earning assets 4.27% 4.20% 4.41% ==== ==== ====
(1) For purposes of these computations, nonaccruing loans are included in the daily average loan amounts outstanding. (2) Interest income includes the effect of tax equivalent adjustments using a federal tax rate of 35%. 43 29 EFFECTS OF INFLATION The effects of inflation on an enterprise's reported results of operations vary depending on the components of the enterprise's assets and liabilities. Except for a bank's premises and equipment, which comprise a relatively small portion of total assets, a bank's assets and liabilities are primarily monetary in nature. Consequently, because a bank's monetary assets exceed monetary liabilities, banks generally experience a loss in purchasing power during periods of inflation. However, when considering the effects of inflation on banks, it is important to remember that interest rates, which affect the bank's costs for funds, do not always move in correlation with consumer prices. MARKET AND DIVIDEND INFORMATION At year-end 1996 shareholders owned 6,681,876 shares of the Corporation's common stock. The stock was held by 1,133 shareholders and traded over-the-counter under the NASDAQ National Market System. Such over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Historically, the Corporation has paid cash dividends semi-annually and currently expects that comparable cash dividends will continue to be paid in the future. The following table gives quarterly high and low trade prices and dividends per share during each quarter for 1996 and 1995.
1996 1995 --------------------------- --------------------------- BID QUOTATION CASH BID QUOTATION CASH DIVIDENDS DIVIDENDS Quarter ended HIGH LOW DECLARED HIGH LOW DECLARED ----------------------------------------------------------------------------------------- March 31 $33.33 $30.00 $29.94 $27.20 June 30 31.42 28.81 $.30 28.58 25.41 $.267 September 30 33.00 30.50 30.00 27.62 December 31 37.00 31.75 $.35 30.47 28.10 $.267
SELECTED QUARTERLY DATA
1996 -------------------------------------------------------------- NET PROVISION INTEREST INTEREST INTEREST FOR LOAN NET NET INCOME (Dollar amounts in thousands) INCOME EXPENSE INCOME LOSSES INCOME PER SHARE - ---------------------------------------------------------------------------------------------- March 31 $28,248 $13,870 $14,378 $ 735 $4,059 $.61 June 30 28,431 14,185 14,246 968 3,962 .59 September 30 29,210 14,604 14,606 1,207 3,645 .55 December 31 29,947 15,151 14,796 1,551 4,305 .64
1995 -------------------------------------------------------------- NET PROVISION INTEREST INTEREST INTEREST FOR LOAN NET NET INCOME (Dollar amounts in thousands) INCOME EXPENSE INCOME LOSSES INCOME PER SHARE - ---------------------------------------------------------------------------------------------- March 31 $25,132 $12,653 $12,479 $570 $2,941 $.44 June 30 26,083 13,192 12,891 585 3,191 .48 September 30 27,027 13,923 13,104 618 3,679 .55 December 31 28,088 14,376 13,712 790 4,086 .61
*Restated to retroactively reflect 1996 stock dividend. 44 EX-21 3 SUBSIDIARIES OF THE REGISTRANT 1 EXHIBIT 21--SUBSIDIARIES OF THE REGISTRANT Terre Haute First National Bank is a wholly-owned subsidiary of the Registrant. It is an national banking association. It is an Indiana corporation. The bank conducts its business under the name of Terre Haute First National Bank. First State Bank is a wholly-owned subsidiary of the Registrant. It is a state corporation in Indiana. The bank conducts its business under the name of First State Bank. First Citizens State Bank of Newport is a wholly-owned subsidiary of the Registrant. It is a state corporation in Indiana. The bank conducts its business under the name of First Citizens State Bank. First Farmers State Bank is a wholly-owned subsidiary of the Registrant. It is a state corporation in Indiana. The bank conducts its business under the name of First Farmers State Bank. First Ridge Farm State Bank is a wholly-owned subsidiary of the Registrant. It is a state corporation in Illinois. The bank conducts its business under the name of First Ridge Farm State Bank. First Parke State Bank is a wholly-owned subsidiary of the Registrant. It is a state corporation in Indiana. The bank conducts its business under the name of First Parke State Bank. First National Bank of Marshall is a wholly-owned subsidiary of the Registrant. It is a national banking association. It is an Illinois corporation. The bank conducts its business under the name of First National Bank. First Crawford State Bank is a wholly-owned subsidiary of the Registrant. It is a state corporation in Illinois. The bank conducts its business under the name of First Crawford State Bank. 5 EX-27 4 FINANCIAL DATA SCHEDULE
9 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 66,658 1,095 2,000 0 582,744 582,744 582,744 918,767 10,756 1,619,642 1,175,228 207,791 15,685 70,561 0 0 835 149,542 1,619,642 78,706 36,646 484 115,836 45,983 57,810 58,026 4,461 154 39,280 22,134 22,134 0 0 15,971 2.39 2.39 4.27 2,504 5,296 34 1,700 10,616 5,401 1,080 10,756 10,756 0 0
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