UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------------
DATE OF REPORT (Date of earliest event reported): October 18, 2007
------------------------------
FIRST MERCHANTS CORPORATION
(Exact name of registrant as specified in its charter)
-------------------------------
INDIANA 0-17071 35-1544218
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification No.)
200 East Jackson Street
P.O. Box 792
Muncie, IN 47305-2814
(Address of principal executive offices, including zip code)
(765) 747-1500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Page 1 of 11
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 18, 2007, First Merchants Corporation issued a press release to
report its financial results for the third quarter ended September 30, 2007. A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
The information in this Current Report on Form 8-K, including Exhibit No.
99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to liability
of that section. The information in this Current Report shall not be
incorporated by reference into any filing or other document pursuant to the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing or document.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit 99.1 Press Release, dated October 18, 2007, issued by
First Merchants Corporation
Page 2 of 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
First Merchants Corporation
(Registrant)
By: /s/ Mark K. Hardwick
--------------------------------------------
Mark K. Hardwick
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Principal Accounting Officer)
Dated: October 18, 2007
Page 3 of 11
EXHIBIT INDEX
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Exhibit No. Description
----------- -----------
99.1 Press Release, dated October 18, 2007, issued by
First Merchants Corporation.
Page 4 of 11
First Merchants Corporation
Exhibit No. 99.1
Press Release, dated October 18, 2007
N / E / W / S R / E / L / E / A / S / E
October 18, 2007
FOR IMMEDIATE RELEASE
For more information, contact:
Mark K. Hardwick, Executive Vice President/Chief Financial Officer, 765-751-1857
http://www.firstmerchants.com
SOURCE: First Merchants Corporation, Muncie, Indiana
FIRST MERCHANTS CORPORATION ANNOUNCES THIRD QUARTER EARNINGS PER SHARE
First Merchants Corporation (NASDAQ - FRME) has reported third quarter 2007
earnings per share of $.46, a 9.5 percent increase over $.42 earned in the third
quarter of 2006. Net income for the quarter totaled $8,350,000 for the quarter
compared to $7,739,000 in 2006.
Year-to-date earnings per share totaled $1.22 for the nine months ended
September 30, 2007 equaling the same total for 2006. Included in the
year-to-date results are two strategic non-recurring expenses as detailed in our
second quarter earnings release totaling $.08 per share.
Third quarter net interest margin totaled 3.52 percent, a decrease of 14 basis
points from 2006. Total assets equaled $3.75 billion at quarter-end, an increase
of $282 million, or 8.1 percent, over September 30, 2006. Loans and investments,
the Corporation's primary earning assets, totaled $3.35 billion, an increase of
$235 million, or 7.5 percent, over the same period last year.
Year-to-date net interest margin totaled 3.51 percent, a 27 basis point decline
from the prior year total of 3.78 percent. The decline is significant, however,
the Corporation's net interest margin has stabilized in a range of 3.50 percent
to 3.54 percent over the last four quarters.
Third quarter non-interest income increased by $2,013,000, or 22.8 percent
throughout a variety of categories. All line items produced increases ranging
from a low of 6.1 percent to a high of 51.9 percent. Other income also increased
by $585,000 resulting from the sale of two real estate properties.
Year-to-date non-interest income has improved by $4,575,000, or 17.7 percent
through September as service charges on deposits increased by $963,000, earnings
on cash surrender value of bank-owned life insurance increased by $891,000,
other customer fees increased by $663,000, insurance commission increased by
$661,000 and fiduciary activities increased by $515,000.
Operating expenses increased by $1 million or 4.4 percent during the third
quarter while year-to-date operating expense, absent the $1.8 million in charges
related to the Corporations debt refinance and expenses related to operational
conversions of $771,000, increased by $2.8 million, or 3.8 percent.
The provision for loan losses, in the third quarter, increased by $1.3 million
to cover net charge off's and to ensure the adequacy of the Corporation's
allowance for loan losses. Year-to-date provisions increased by $1 million based
on the Corporation's continued evaluation of the adequacy of the loan losses.
Non-performing loans totaled 1.25 percent of average total loans, down from the
June 30, 2007 level of 1.39 percent and the allowance for loan losses, as a
percent of total loans equaled .96 percent.
Michael C. Rechin, President and Chief Executive Officer, stated that, "The
tactical execution of our 2007 plan continues to proceed as expected. Continued
growth in loans and fee income combined with the refinance of our trust
preferred securities, charter consolidation and tax management strategies have
proven to accelerate our performance into the second half of 2007." Rechin also
added, "Our management team is encouraged to have produced improved results in a
difficult operating environment. We are mindful of the credit climate facing our
customers and intend to balance our growth initiatives with asset quality
improvement. With several organizational efforts behind us, in terms of charter
consolidations and re-branding, our focus is on meeting our customers' needs and
providing great service."
CONFERENCE CALL
First Merchants Corporation will conduct a conference call at 2:30 p.m. Eastern
Daylight Time on Thursday, October 18, 2007. To participate, dial (Toll Free)
877-407-9210 and reference First Merchants Corporation's third quarter earnings.
A replay will be available until October 25, 2007. To access replay, US/Canada
participants should dial (Toll Free) 877-660-6853 or for International
participants, dial 201-612-7415. The replay will require the Account # 286 and
Conference ID # 257964.
During the call, we may make Forward Looking Statements about our relative
business outlook. These Forward Looking Statements and all other statements made
during the call that do not concern historical facts are subject to risks and
uncertainties that may materially affect actual results.
Specific Forward Looking Statements include, but are not limited to, any
indications regarding the Financial Services industry, the economy and future
growth of the balance sheet or income statement.
Detailed financial results are reported on the attached pages:
First Merchants Corporation is a financial holding company headquartered in
Muncie, Indiana. Subsidiaries of the Corporation include First Merchants Bank,
N.A., First Merchants Bank of Central Indiana, N.A., Lafayette Bank & Trust
Company, N.A., Commerce National Bank and First Merchants Trust Company, N.A.
The Corporation also operates First Merchants Insurance Services, a full-service
property casualty, personal lines, and healthcare insurance agency and is a
majority member of Indiana Title Insurance Company, LLC, a title insurance
agency.
First Merchants Corporation's common stock is traded over-the-counter on the
NASDAQ National Market System under the symbol FRME. Quotations are carried in
daily newspapers and can be found on the company's Internet web page
(http://www.firstmerchants.com).
* * * *
CONSOLIDATED BALANCE SHEETS
(in thousands) September 30,
2007 2006
Assets
Cash and due from banks $ 85,645 $ 65,641
Interest-bearing time deposits 22,295 8,717
Investment securities 474,613 468,074
Mortgage loans held for sale 4,328 3,395
Loans 2,869,001 2,641,644
Less: Allowance for loan losses (27,635) (26,975)
---------- ----------
Net loans 2,841,366 2,614,669
Premises and equipment 44,255 40,511
Federal Reserve and Federal Home Loan Bank stock 25,050 23,620
Interest receivable 25,954 23,946
Core deposit intangibles and goodwill 136,266 136,666
Cash surrender value of life insurance 70,082 63,539
Other assets 24,446 23,261
----------- -----------
Total assets $ 3,754,300 $ 3,472,039
=========== ===========
Liabilities
Deposits
Noninterest-bearing $ 355,339 $ 324,601
Interest-bearing 2,403,836 2,369,690
----------- -----------
Total deposits 2,759,175 2,694,291
Borrowings 620,469 419,146
Interest payable 9,170 10,236
Other liabilities 32,745 26,075
----------- -----------
Total liabilities 3,421,559 3,149,748
Stockholders' equity
Preferred stock, no-par value
Authorized and unissued -- 500,000 shares
Common stock, $.125 stated value
Authorized -- 50,000,000 shares
Issued and outstanding -- 18,153,828 and 18,334,811 shares 2,269 2,292
Additional paid-in capital 140,642 143,688
Retained earnings 197,609 184,555
Accumulated other comprehensive loss (7,779) (8,244)
----------- -----------
Total stockholders' equity 332,741 322,291
----------- -----------
Total liabilities and stockholders' equity $ 3,754,300 $ 3,472,039
=========== ===========
FINANCIAL HIGHLIGHTS
Three Months Ended Nine Months Ended
(In thousands) September 30, September 30,
2007 2006 2007 2006
NET CHARGE OFF'S $ 2,783 $ 467 $ 4,962 $ 3,226
AVERAGE BALANCES
Total Assets $3,696,382 $3,424,504 $3,607,367 $3,328,120
Total Loans 2,835,639 2,613,805 2,768,146 2,541,589
Total Deposits 2,776,346 2,613,507 2,732,117 2,505,027
Total Stockholders' Equity 329,474 318,327 329,147 317,282
FINANCIAL RATIOS
Return on Average Assets .90% .90% .83% .90%
Return on Avg. Stockholders' Equity 10.14 9.72 9.05 9.47
Avg. Earning Assets to Avg. Assets 90.88 91.26 90.98 91.25
Allowance for Loan Losses as %
Of Total Loans .96 1.02 .96 1.02
Net Charge Off's as % Of Avg. Loans
(Annualized) .39 .07 .24 .17
Dividend Payout Ratio 50.00 54.76 56.56 56.56
Avg. Stockholders' Equity to Avg. Assets 8.91 9.30 9.12 9.53
Tax Equivalent Yield on Earning Assets 7.17 7.08 7.09 6.87
Cost of Supporting Liabilities 3.65 3.42 3.58 3.09
Net Int. Margin (FTE) on Earning Assets 3.52 3.66 3.51 3.78
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share data) Three Months Ended Nine Months Ended
September 30, September 30,
2007 2006 2007 2006
Interest income
Loans receivable
Taxable $ 53,081 $ 48,738 $153,930 $137,475
Tax exempt 368 189 818 588
Investment securities
Taxable 3,581 3,289 10,257 9,097
Tax exempt 1,613 1,645 4,925 4,905
Federal funds sold 41 13 133 41
Deposits with financial institutions 145 144 388 390
Federal Reserve and Federal Home Loan Bank stock 328 307 955 938
-------- -------- -------- --------
Total interest income 59,157 54,325 171,406 153,434
-------- -------- -------- --------
Interest expense
Deposits 23,327 20,291 67,523 51,624
Federal funds purchased 996 635 2,897 1,749
Securities sold under repurchase agreements 1,195 852 2,674 2,740
Federal Home Loan Bank advances 3,302 2,796 9,247 8,062
Subordinated debentures, revolving credit lines
and term loans 1,802 2,067 5,840 6,078
Other borrowings 60 202
-------- -------- -------- --------
Total interest expense 30,622 26,701 88,181 70,455
-------- -------- -------- --------
Net interest income 28,535 27,624 83,225 82,979
Provision for loan losses 2,810 1,558 6,057 5,013
-------- -------- -------- --------
Net interest income
after provision for loan losses 25,725 26,066 77,168 77,966
-------- -------- -------- --------
Other income
Fiduciary activities 1,985 1,863 6,278 5,763
Service charges on deposit accounts 3,241 3,055 9,215 8,252
Other customer fees 1,767 1,386 4,793 4,130
Commission income 1,175 971 4,082 3,421
Earnings on cash surrender value
of life insurance 998 719 2,465 1,574
Net gains and fees on sales of loans 749 493 1,892 1,558
Other income 933 348 1,693 1,145
-------- -------- -------- --------
Total other income 10,848 8,835 30,418 25,843
-------- -------- -------- --------
Other expenses
Salaries and employee benefits 14,583 14,033 44,105 41,968
Net occupancy expenses 1,818 1,477 5,028 4,388
Equipment expenses 1,645 2,035 5,150 5,991
Marketing expense 560 586 1,700 1,424
Outside data processing fees 972 841 2,959 2,645
Printing and office supplies 394 367 1,081 1,095
Core deposit amortization 789 762 2,370 2,285
Write-off of unamortized
underwriting expense 1,771
Other expenses 4,241 3,854 12,771 11,841
-------- -------- -------- --------
Total other expenses 25,002 23,955 76,935 71,637
-------- -------- -------- --------
Income before income tax 11,571 10,946 30,651 32,172
Income tax expense 3,221 3,207 8,322 9,633
-------- -------- -------- --------
Net income $ 8,350 $ 7,739 $ 22,329 $ 22,539
======== ======== ======== ========
Per Share Data
Basic Net Income .46 .42 1.22 1.23
Diluted Net Income .46 .42 1.22 1.22
Cash Dividends Paid .23 .23 .69 .69
Average Diluted Shares
Outstanding (in thousands) 18,276 18,381 18,375
18,455
CONSOLIDATED BALANCE SHEETS
(in thousands) September 30, June 30, March 31, December 31, September 30,
2007 2007 2007 2006 2006
Assets
Cash and due from banks $ 85,645 $ 80,921 $ 43,629 $ 89,957 $ 65,641
Interest-bearing time deposits 22,295 8,898 6,785 11,284 8,717
Investment securities 474,613 479,281 476,199 465,217 468,074
Mortgage loans held for sale 4,328 2,842 2,732 5,413 3,395
Loans 2,869,001 2,806,068 2,731,140 2,692,601 2,641,644
Less: Allowance for loan losses (27,635) (27,608) (26,819) (26,540) (26,975)
----------- ----------- ----------- ----------- -----------
Net loans 2,841,366 2,778,460 2,704,321 2,666,061 2,614,669
Premises and equipment 44,255 44,126 43,262 42,393 40,511
Federal Reserve and Federal Home Loan Bank stock 25,050 23,822 23,691 23,691 23,620
Interest receivable 25,954 21,615 21,941 24,345 23,946
Core deposit intangibles and goodwill 136,266 137,056 137,847 138,638 136,666
Cash surrender value of life insurance 70,082 69,111 68,360 64,213 63,539
Other assets 24,446 23,383 26,047 23,658 23,261
----------- ----------- ----------- ----------- -----------
Total assets $ 3,754,300 $ 3,669,515 $ 3,554,814 $ 3,554,870 $ 3,472,039
=========== =========== =========== =========== ===========
Liabilities
Deposits
Noninterest-bearing $ 355,339 $ 362,083 $ 325,615 $ 362,058 $ 324,601
Interest-bearing 2,403,836 2,357,518 2,361,773 2,388,480 2,369,690
----------- ----------- ----------- ----------- -----------
Total deposits 2,759,175 2,719,601 2,687,388 2,750,538 2,694,291
Borrowings 620,469 587,574 497,188 440,764 419,146
Interest payable 9,170 10,417 10,834 9,326 10,236
Other liabilities 32,745 24,543 30,756 26,917 26,075
----------- ----------- ----------- ----------- -----------
Total liabilities 3,421,559 3,342,135 3,226,166 3,227,545 3,149,748
Stockholders' equity
Preferred stock, no-par value
Authorized and unissued -- 500,000 shares
Common stock, $.125 stated value
Authorized -- 50,000,000 shares
Issued and outstanding 2,269 2,286 2,289 2,305 2,292
Additional paid-in capital 140,642 143,317 143,672 146,460 143,688
Retained earnings 197,609 193,460 191,476 187,965 184,555
Accumulated other comprehensive loss (7,779) (11,683) (8,789) (9,405) (8,244)
----------- ----------- ----------- ----------- -----------
Total stockholders' equity 332,741 327,380 328,648 327,325 322,291
----------- ----------- ----------- ----------- -----------
Total liabilities and stockholders' equity $ 3,754,300 $ 3,669,515 $ 3,554,814 $ 3,554,870 $ 3,472,039
=========== =========== =========== =========== ===========
NON-PERFORMING ASSETS
(in thousands) September 30, June 30, March 31, December 31, September 30,
2007 2007 2007 2006 2006
90 days past due $ 3,132 $ 5,203 $ 4,554 $ 2,870 $ 4,253
Non-accrual loans 30,165 30,820 22,704 17,926 16,524
Other real estate 2,081 2,274 3,102 2,160 2,194
---------- ---------- ---------- ---------- ----------
Total non-performing assets $ 35,378 $ 38,297 $ 30,360 $ 22,956 $ 22,971
========== ========== ========== ========== ==========
Average total loans for the quarter $2,835,639 $2,764,209 $2,703,134 $2,653,700 $2,613,805
Total non-performing assets as a
percent of average total loans 1.25% 1.39% 1.12% .87% .87%
Restructured loans $ 58 $ 58 $ 59 $ 84 $ 93
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended
(in thousands, except share data) September 30 June 30, March 31, December 31, September 30,
2007 2007 2007 2006 2006
Interest Income
Loans receivable
Taxable $ 53,081 $ 51,204 $ 49,645 $ 49,293 $ 48,738
Tax exempt 368 249 201 240 189
Investment securities
Taxable 3,581 3,394 3,282 3,219 3,289
Tax exempt 1,613 1,651 1,661 1,660 1,645
Federal funds sold 41 91 1 332 13
Deposits with financial institutions 145 120 123 110 144
Federal Reserve and Federal Home Loan Bank stock 328 299 328 318 307
-------- -------- -------- -------- --------
Total interest income 59,157 57,008 55,241 55,172 54,325
-------- -------- -------- -------- --------
Interest expense
Deposits 23,327 22,390 21,806 22,690 20,291
Federal funds purchased 996 1,047 854 93 635
Securities sold under repurchase agreements 1,195 910 569 488 852
Federal Home Loan Bank advances 3,302 3,009 2,936 2,672 2,796
Subordinated debentures, revolving credit
lines and term loans 1,802 2,037 2,001 2,046 2,067
Other borrowings 67 60
-------- -------- -------- -------- --------
Total interest expense 30,622 29,393 28,166 28,056 26,701
-------- -------- -------- -------- --------
Net interest income 28,535 27,615 27,075 27,116 27,624
Provision for loan losses 2,810 1,648 1,599 1,245 1,558
-------- -------- -------- -------- --------
Net interest income
after provision for loan losses 25,725 25,967 25,476 25,871 26,066
-------- -------- -------- -------- --------
Other income
Fiduciary activities 1,985 2,257 2,036 1,862 1,863
Service charges on deposit accounts 3,241 3,091 2,883 3,010 3,055
Other customer fees 1,767 1,535 1,491 1,387 1,386
Net realized gains (losses) on sales of
available-for-sale securities (1) (4)
Commission income 1,175 1,269 1,638 881 971
Earnings on cash surrender value
of life insurance 998 782 685 712 719
Net gains and fees on sales of loans 749 611 532 613 493
Other income 933 221 540 309 348
-------- -------- -------- -------- --------
Total other income 10,848 9,766 9,804 8,770 8,835
-------- -------- -------- -------- --------
Other expenses
Salaries and employee benefits 14,583 14,796 14,726 14,157 14,033
Net occupancy expenses 1,818 1,612 1,598 1,498 1,477
Equipment expenses 1,645 1,783 1,722 1,956 2,035
Marketing expense 560 653 487 508 586
Outside data processing fees 972 1,036 951 804 841
Printing and office supplies 394 388 299 401 367
Core deposit amortization 789 790 791 781 762
Write-off of unamortized
underwriting expense 1,771
Other expenses 4,241 4,910 3,620 4,315 3,854
-------- -------- -------- -------- --------
Total other expenses 25,002 27,739 24,194 24,420 23,955
-------- -------- -------- -------- --------
Income before income tax 11,571 7,994 11,086 10,221 10,946
Income tax expense 3,221 1,786 3,315 2,562 3,207
-------- -------- -------- -------- --------
Net income $ 8,350 $ 6,208 $ 7,771 $ 7,659 $ 7,739
======== ======== ======== ======== ========
Per Share Data
Basic Net Income $ .46 $ .34 $ .42 $ .42 $ .42
Diluted Net Income .46 .34 .42 .42 .42
Cash Dividends Paid .23 .23 .23 .23 .23
Average Diluted Shares
Outstanding (in thousands) 18,276 18,369 18,497 18,498 18,381
FINANCIAL RATIOS
Return on Average Assets .90% .69% .88% .88% .90%
Return on Avg. Stockholders' Equity 10.14 7.53 9.47 9.39 9.72
Avg. Earning Assets to Avg. Assets 90.88 90.96 91.13 90.87 91.26
Allowance for Loan Losses as %
Of Total Loans .96 .98 .98 .99 1.02
Net Charge Off's as % Of Avg. Loans
(Annualized) .39 .23 .20 .25 .07
Dividend Payout Ratio 50.00 67.65 54.76 56.10 54.76
Avg. Stockholders' Equity to Avg. Assets 8.91 9.15 9.32 9.32 9.30
Tax Equivalent Yield on Earning Assets 7.17 7.09 7.01 7.07 7.08
Cost of Supporting Liabilities 3.65 3.59 3.51 3.53 3.42
Net Int. Margin (FTE) on Earning Assets 3.52 3.50 3.50 3.54 3.66
LOANS
(in thousands) September 30, June 30, March 31, December 31, September 30,
2007 2007 2007 2006 2006
Commercial and industrial loans $ 626,301 $ 590,345 $ 557,304 $ 537,305 $ 497,280
Agricultural production financing and
other loans to farmers 113,132 103,713 97,784 100,098 104,147
Real estate loans:
Construction 160,624 172,247 151,782 169,491 175,753
Commercial and farmland 912,063 895,301 906,726 861,429 835,403
Residential 769,890 768,392 756,316 749,921 757,116
Individuals' loans for household and other
personal expenditures 194,181 206,435 210,578 223,504 215,237
Tax exempt loans 28,726 23,181 15,306 14,423 16,550
Lease financing receivables, net of unearned income 8,932 7,906 7,648 8,010 8,543
Other loans 55,152 38,548 27,696 28,420 31,615
----------- ---------- ---------- ------------ ----------
2,869,001 2,806,068 2,731,140 2,692,601 2,641,644
Allowance for loan losses (27,635) (27,608) (26,819) (26,540) (26,975)
----------- ---------- ---------- ------------ ----------
Total loans $2,841,366 $2,778,460 $2,704,321 $2,666,061 $2,614,669
=========== ========== ========== ============ ==========
DEPOSITS
(in thousands) September 30, June 30, March 31, December 31, September 30,
2007 2007 2007 2006 2006
Demand deposits $ 825,185 $ 855,458 $ 787,538 $ 883,294 $ 743,154
Savings deposits 508,139 494,738 530,692 507,431 512,112
Certificates and other time deposits of
$100,000 or more 472,842 443,355 398,061 408,910 394,724
Other certificates and time deposits 953,009 926,050 971,097 950,903 1,044,301
----------- ----------- ---------- ----------- -----------
Total deposits $2,759,175 $ 2,719,601 $2,687,388 $2,750,538 $2,694,291
=========== =========== ========== =========== ===========