United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
(X)
Quarterly Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2005
or
( )
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition Period from ________ to ________
0-14354
(Commission File Number)
FIRST
INDIANA CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA
(State or other jurisdiction of incorporation or organization)
35-1692825
(IRS Employer Identification Number)
135 NORTH
PENNSYLVANIA STREET
SUITE 2800
INDIANAPOLIS, IN 46204
(Address of
principal executive office)
(317) 269-1200
(Registrants telephone number, including area code)
Indicate 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange Act). Yes |X| No |_|
On April 29, 2005, the registrant had 13,958,876 shares of common stock outstanding, $0.01 par value.
FIRST
INDIANA CORPORATION AND SUBSIDIARIES
FORM 10-Q
INDEX
| Page |
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| Part I | Financial Information | ||||
| Item 1. | Financial Statements | ||||
| Condensed Consolidated Balance Sheets as of March 31, 2005, December 31, 2004, and March 31, 2005 | 3 | ||||
| Condensed Consolidated Statements of Earnings for the Three Months Ended March 31, 2005 and 2004 | 4 | ||||
| Condensed Consolidated Statement of Shareholders Equity for the Three Months Ended March 31, 2005 | 5 | ||||
| Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004 | 6 | ||||
| Notes to Condensed Consolidated Financial Statements | 7 | ||||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 17 | |||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 29 | |||
| Item 4. | Controls and Procedures | 31 | |||
| Part II | Other Information | ||||
| Item 1. | Legal Proceedings | 32 | |||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 32 | |||
| Item 3. | Defaults upon Senior Securities | 32 | |||
| Item 4. | Submission of Matters to a Vote of Security Holders | 32 | |||
| Item 5. | Other Information | 33 | |||
| Item 6. | Exhibits | 34 | |||
| Signatures | 35 | ||||
| 2 |
Condensed Consolidated
Balance Sheets
First Indiana Corporation and Subsidiaries
(Dollars in Thousands, except Per Share Data)
(Unaudited)
| March 31 2005 |
December 31 2004 |
March 31 2004 |
||||||
| Assets | ||||||||
| Cash | $ 42,457 | $ 52,611 | $ 48,446 | |||||
| Interest-Bearing Due from Banks | 4,100 | 42,540 | 35,463 | |||||
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|
|
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| Cash and Cash Equivalents | 46,557 | 95,151 | 83,909 | |||||
| Securities Available for Sale | 221,539 | 217,269 | 212,220 | |||||
| Other Investments | 26,285 | 26,027 | 25,248 | |||||
| Loans | ||||||||
| Business | 474,874 | 466,703 | 499,688 | |||||
| Commercial Real Estate | 166,798 | 175,145 | 175,482 | |||||
| Single-Family Construction | 67,268 | 58,680 | 187,381 | |||||
| Consumer | 495,762 | 520,611 | 572,546 | |||||
| Residential Mortgage | 271,445 | 279,051 | 324,709 | |||||
|
|
|
|
||||||
| Total Loans | 1,476,147 | 1,500,190 | 1,759,806 | |||||
| Allowance for Loan Losses | (49,345 | ) | (53,172 | ) | (53,034 | ) | ||
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|
|
|
||||||
| Net Loans | 1,426,802 | 1,447,018 | 1,706,772 | |||||
| Premises and Equipment | 24,658 | 24,954 | 24,349 | |||||
| Accrued Interest Receivable | 8,220 | 8,194 | 8,602 | |||||
| Loan Servicing Rights | | 4,260 | 5,716 | |||||
| Goodwill | 30,682 | 30,682 | 30,682 | |||||
| Other Intangible Assets | 3,728 | 3,902 | 4,441 | |||||
| Assets of Discontinued Operations | | | 11,819 | |||||
| Other Assets | 43,562 | 40,806 | 39,879 | |||||
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|
|
||||||
| Total Assets | $ 1,832,033 | $ 1,898,263 | $ 2,153,637 | |||||
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| Liabilities | ||||||||
| Non-Interest-Bearing Deposits | $ 275,142 | $ 265,203 | $ 261,383 | |||||
| Interest-Bearing Deposits | ||||||||
| Demand Deposits | 196,331 | 189,911 | 176,845 | |||||
| Savings Deposits | 457,230 | 463,679 | 452,017 | |||||
| Certificates of Deposit | 454,591 | 451,904 | 595,808 | |||||
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|
||||||
| Total Interest-Bearing Deposits | 1,108,152 | 1,105,494 | 1,224,670 | |||||
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|
|
||||||
| Total Deposits | 1,383,294 | 1,370,697 | 1,486,053 | |||||
| Short-Term Borrowings | 149,175 | 162,208 | 123,754 | |||||
| Federal Home Loan Bank Advances | 44,443 | 114,499 | 250,426 | |||||
| Subordinated Notes | 46,688 | 46,657 | 46,565 | |||||
| Accrued Interest Payable | 2,440 | 1,818 | 2,876 | |||||
| Advances by Borrowers for Taxes and Insurance | 2,878 | 1,175 | 3,070 | |||||
| Liabilities of Discontinued Operations | | | 2,836 | |||||
| Other Liabilities | 30,020 | 29,066 | 25,184 | |||||
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|
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| Total Liabilities | 1,658,938 | 1,726,120 | 1,940,764 | |||||
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|
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| Shareholders Equity | ||||||||
| Preferred Stock, $.01 Par Value: 2,000,000
Shares Authorized; None Issued |
| | | |||||
| Common Stock, $.01 Par Value: 33,000,000 Shares Authorized; | ||||||||
| Issued: 2005 - 16,033,950
Shares; 2004 - 15,971,870 and 17,576,964 Shares |
160 | 160 | 176 | |||||
| Capital Surplus | 11,505 | 10,048 | 48,106 | |||||
| Retained Earnings | 191,520 | 188,424 | 187,959 | |||||
| Accumulated Other Comprehensive Income (Loss) | (1,386 | ) | (1,398 | ) | 1,251 | |||
| Treasury Stock at Cost: 2005 - 2,094,344 Shares; | ||||||||
| 2004 - 1,949,087 and 1,923,187 Shares | (28,704 | ) | (25,091 | ) | (24,619 | ) | ||
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|
||||||
| Total Shareholders Equity | 173,095 | 172,143 | 212,873 | |||||
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|
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| Total Liabilities and Shareholders Equity | $ 1,832,033 | $ 1,898,263 | $ 2,153,637 | |||||
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See Notes to Condensed Consolidated Financial Statements
| 3 |
Condensed Consolidated
Statements of Earnings
First Indiana Corporation and Subsidiaries
(Dollars in Thousands, except Per Share Data)
(Unaudited)
| Three Months Ended March 31 |
||||
| 2005
|
2004
|
|||
| Interest Income | ||||
| Interest-Bearing Due from Banks | $ 56 | $ 20 | ||
| Federal Funds Sold | 19 | | ||
| Securities Available for Sale | 1,899 | 2,179 | ||
| Dividends on Other Investments | 274 | 344 | ||
| Loans | 21,849 | 23,572 | ||
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|
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| Total Interest Income | 24,097 | 26,115 | ||
| Interest Expense | ||||
| Deposits | 5,096 | 5,391 | ||
| Short-Term Borrowings | 754 | 286 | ||
| Federal Home Loan Bank Advances | 1,069 | 1,971 | ||
| Subordinated Notes | 838 | 841 | ||
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| Total Interest Expense | 7,757 | 8,489 | ||
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| Net Interest Income | 16,340 | 17,626 | ||
| Provision for Loan Losses | (2,550 | ) | 3,000 | |
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| Net Interest Income After Provision for Loan Losses | 18,890 | 14,626 | ||
| Non-Interest Income | ||||
| Deposit Charges | 3,791 | 4,117 | ||
| Loan Servicing Income (Expense) | 9 | (86 | ||
| Loan Fees | 550 | 679 | ||
| Trust Fees | 928 | 876 | ||
| Investment Product Sales Commissions | 144 | 633 | ||
| Sale of Loans | 2,545 | 2,657 | ||
| Sale of Loan Servicing | (1,708 | ) | | |
| Net Investment Securities Gain (Loss) | (813 | ) | 280 | |
| Other | 513 | 715 | ||
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| Total Non-Interest Income | 5,959 | 9,871 | ||
| Non-Interest Expense | ||||
| Salaries and Benefits | 9,468 | 10,608 | ||
| Net Occupancy | 1,040 | 1,042 | ||
| Equipment | 1,346 | 1,505 | ||
| Professional Services | 1,056 | 1,133 | ||
| Marketing | 577 | 547 | ||
| Telephone, Supplies, and Postage | 807 | 853 | ||
| Other Intangible Asset Amortization | 174 | 180 | ||
| OREO Expenses | 32 | (105 | ) | |
| Other | 1,510 | 2,064 | ||
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| Total Non-Interest Expense | 16,010 | 17,827 | ||
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| Earnings from Continuing Operations | 8,839 | 6,670 | ||
| Income Taxes | 3,217 | 2,416 | ||
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| Earnings from Continuing Operations, Net of Taxes | 5,622 | 4,254 | ||
| Discontinued Operations | ||||
| Earnings from Discontinued Operations | | 1,849 | ||
| Income Taxes | | 697 | ||
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| Earnings from Discontinued Operations, Net of Taxes | | 1,152 | ||
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| Net Earnings | $ 5,622 | $ 5,406 | ||
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| Basic Earnings Per Share | ||||
| Earnings from Continuing Operations, Net of Taxes | $ 0.41 | $ 0.28 | ||
| Earnings from Discontinued Operations, Net of Taxes | | 0.07 | ||
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| Basic Net Earnings Per Share | $ 0.41 | $ 0.35 | ||
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| Diluted Earnings Per Share | ||||
| Earnings from Continuing Operations, Net of Taxes | $ 0.40 | $ 0.27 | ||
| Earnings from Discontinued Operations, Net of Taxes | | 0.07 | ||
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| Diluted Net Earnings Per Share | $ 0.40 | $ 0.34 | ||
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| Dividends Per Common Share | $ 0.180 | $ 0.165 | ||
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See Notes to Condensed Consolidated Financial Statements
| 4 |
Condensed Consolidated
Statement of Shareholders Equity
First Indiana Corporation and Subsidiaries
(Dollars in Thousands, except Per Share Data)
(Unaudited)
| Common Stock |
Capital
Surplus |
Retained
Earnings |
Accumulated
Other Comprehensive Income (Loss) |
Treasury
Stock |
Total
Shareholders Equity |
||||||||||
| Outstanding Shares |
Amount
|
||||||||||||||
| Balance at December 31, 2004 | 14,022,783 | $160 | $ 10,048 | $ 188,424 | $(1,398 | ) | $(25,091 | ) | $ 172,143 | ||||||
| Comprehensive Income: | |||||||||||||||
| Net Earnings | | | | 5,622 | | | 5,622 | ||||||||
| Unrealized Gain on Securities Available for Sale of $517 | |||||||||||||||
| Net of Income Taxes
and Reclassification Adjustment of $(498), Net of Income Taxes |
| | | | 12 | | 12 | ||||||||
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| Total Comprehensive Income | 5,634 | ||||||||||||||
| Dividends on Common Stock - $0.180 per share | | | | (2,497 | ) | | | (2,497 | ) | ||||||
| Exercise of Stock Options | 62,315 | | 797 | | | | 797 | ||||||||
| Redemption of Common Stock | (935 | ) | | (22 | ) | | | | (22 | ) | |||||
| Tax Benefit of Option Compensation | | | 172 | | | | 172 | ||||||||
| Common Stock Issued under Deferred Compensation Plan | | | (5 | ) | | | | (5 | ) | ||||||
| Common Stock to Be Issued under Stock Incentive Plans | | | 460 | (260 | ) | | | 200 | |||||||
| Common Stock Issued under Restricted Stock Plans | 700 | | 18 | (18 | ) | | | | |||||||
| Amortization of Restricted Common Stock | | | | 249 | | | 249 | ||||||||
| Purchase and Retirement of Common Stock | | | (21 | ) | | | | (21 | ) | ||||||
| Purchase of Treasury Stock | (149,000 | ) | | | | | (3,638 | ) | (3,638 | ) | |||||
| Reissuance of Treasury Stock | 3,743 | | 58 | | | 25 | 83 | ||||||||
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| Balance at March 31, 2005 | 13,939,606 | $160 | $ 11,505 | $ 191,520 | $(1,386 | ) | $(28,704 | ) | $ 173,095 | ||||||
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See Notes to Condensed Consolidated Financial Statements
| 5 |
Condensed Consolidated
Statements of Cash Flows
First Indiana Corporation and Subsidiaries
(Dollars in Thousands, except Per Share Data)
(Unaudited)
| Three Months Ended March 31 |
||||
|
2005
|
2004
|
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| Cash Flows from Operating Activities | ||||
| Net Earnings | $ 5,622 | $ 5,406 | ||
| Earnings (Loss) from Discontinued Operations, Net of Taxes | | 1,152 | ||
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| Earnings from Continuing Operations, Net of Taxes | 5,622 | 4,254 | ||
| Adjustments to Reconcile Net Earnings to Net Cash Provided by | ||||
| Operating Activities | ||||
| Gain on Sale of Loans, Investments, Premises and Equipment, and | ||||
| Mortgage Servicing Assets, Net | 80 | (2,803 | ) | |
| Amortization of Premium, Discount, and Intangibles, Net | 2,012 | (586 | ) | |
| Depreciation and Amortization of Premises and Equipment | 661 | 705 | ||
| Amortization of Net Deferred Loan Fees | 886 | 438 | ||
| Provision for Loan Losses | (2,550 | ) | 3,000 | |
| Origination of Loans Held for Sale, Net of Principal Collected | (73,602 | ) | (70,528 | ) |
| Proceeds from Sale of Loans Held for Sale | 90,628 | 87,482 | ||
| Proceeds from Sale of Loan Servicing Assets | 553 | | ||
| Tax Benefit of Option Compensation | 172 | 123 | ||
| Stock Compensation | 200 | | ||
| Change in: | ||||
| Accrued Interest Receivable | (26 | ) | 751 | |
| Other Assets | (2,592 | ) | 5,815 | |
| Accrued Interest Payable | 622 | 720 | ||
| Other Liabilities | 956 | (4,165 | ) | |
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| Net Cash Provided by Operating Activities | 23,622 | 25,206 | ||
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| Cash Flows from Investing Activities | ||||
| Proceeds from Sale of Securities Available for Sale | 35,712 | 20,280 | ||
| Proceeds from Maturities of Securities Available for Sale | 34,318 | 13,641 | ||
| Purchase of Securities Available for Sale | (76,000 | ) | (30,000 | ) |
| Principal Collected on Loans, Net of Originations | 4,885 | 60,066 | ||
| Proceeds from Sale of Loans and OREO | 3,461 | 1,725 | ||
| Purchase of Loans | | (25,063 | ) | |
| Investment in Limited Partnership | (98 | ) | | |
| Purchase of Premises and Equipment | (463 | ) | (413 | ) |
| Proceeds from Sale of Premises and Equipment | 3 | | ||
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| Net Cash Provided by Investing Activities | 1,818 | 40,236 | ||
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| Cash Flows from Financing Activities | ||||
| Net Change in Deposits | 12,645 | (3,847 | ) | |
| Net Change in Short-Term Borrowings | (13,033 | ) | (23,320 | ) |
| Net Change in Advances by Borrowers for Taxes and Insurance | 1,703 | 1,537 | ||
| Repayment of Federal Home Loan Bank Advances | (230,046 | ) | (185,043 | ) |
| Borrowings of Federal Home Loan Bank Advances | 160,000 | 170,000 | ||
| Stock Option Proceeds | 775 | 1,354 | ||
| Deferred Compensation | (5 | ) | (14 | ) |
| Purchase of Common Stock | (21 | ) | | |
| Purchase of Treasury Stock | (3,638 | ) | | |
| Reissuance of Treasury Stock | 83 | 74 | ||
| Dividends Paid | (2,497 | ) | (2,578 | ) |
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| Net Cash (Used) by Financing Activities | (74,034 | ) | (41,837 | ) |
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| Net Change in Cash and Cash Equivalents | (48,594 | ) | 23,605 | |
| Cash and Cash Equivalents at Beginning of Year | 95,151 | 60,304 | ||
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| Cash and Cash Equivalents at End of Period | $ 46,557 | $ 83,909 | ||
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See Notes to Condensed Consolidated Financial Statements
| 6 |
First Indiana
Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three Months Ended March 31, 2005 and 2004
(Unaudited)
Note 1 Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (comprising normal recurring accruals) necessary for a fair presentation of the condensed consolidated financial statements have been included. Results for any interim period are not necessarily indicative of results to be expected for the year. The condensed consolidated financial statements include the accounts of First Indiana Corporation and its subsidiaries (First Indiana or Corporation). The principal subsidiary of the Corporation is First Indiana Bank and its subsidiaries (Bank). A summary of the Corporations significant accounting policies is set forth in Note 1 of the Notes to Consolidated Financial Statements in the Corporations Annual Report on Form 10-K for the year ended December 31, 2004.
Certain amounts in the Condensed Consolidated Financial Statements relating to prior periods have been reclassified to conform to current reporting presentation.
In preparing the Condensed Consolidated Financial Statements, management is required to make estimates and assumptions that affect the amounts reported for assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses, assumptions used to value loan servicing assets, goodwill, and the determination of the valuation allowance for deferred taxes.
| 7 |
Note 2 Earnings Per Share
The following table presents the calculation of basic and diluted earnings per share.
(Dollars in Thousands, except Per Share Data)
| Three Months Ended March 31 |
|||||
| 2005
|
2004
|
||||
| Basic Earnings Per Share | |||||
| Net Earnings (Numerator) | $ 5,622 | $ 5,406 | |||
| Average Basic Shares Outstanding (Denominator) | 13,860,380 | 15,596,942 | |||
| Basic Earnings Per Share | $ 0.41 | $ 0.35 | |||
|
|
|
||||
| Diluted Earnings Per Share | |||||
| Net Earnings (Numerator) | $ 5,622 | $ 5,406 | |||
| Average Basic Shares Outstanding | 13,860,380 | 15,596,942 | |||
| Add: Dilutive Effect of Stock Options and Restricted Stock | 255,768 | 240,515 | |||
|
|
|
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| Average Diluted Shares Outstanding (Denominator) | 14,116,148 | 15,837,457 | |||
| Diluted Earnings Per Share | $ 0.40 | $ 0.34 | |||
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|
|
||||
| Options to purchase shares not included in the
computation of diluted net income per share because the options price was greater than the average market price of the common shares (anti-dilutive option shares) |
| 33,743 | |||
| Weighted Average Exercise Price of Anti-dilutuive Option Shares | $ | $ 21.39 | |||
Note 3 Stock-Based Compensation
First Indiana maintains various stock-based employee compensation plans. These plans provide for the granting of stock options, restricted stock, deferred shares and other stock-based awards to selected First Indiana employees and directors. First Indiana accounts for those plans under recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and related Interpretations. No stock-based employee compensation cost has been recognized in any of the periods presented, except with respect to restricted stock grants and deferred stock grants as disclosed in the accompanying table. The following table illustrates the
| 8 |
effect on net earnings and earnings per share if the Corporation had applied the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.
(Dollars in Thousands, Except Per Share Data)
| Three Months Ended March 31 |
|||||
| 2005
|
2004
|
||||
| Net Earnings, As Reported | $ 5,622 | $ 5,406 | |||
| Add: Stock-based employee compensation expense
included in reported net income, net of related tax effects |
280 | 121 | |||
| Deduct: Total stock-based employee compensation
expense determined under fair value based method for all awards, net of related tax effects |
(314 | ) | (288 | ) | |
|
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|
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| Pro Forma Net Earnings | $ 5,588 | $ 5,239 | |||
|
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|
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| Basic Earnings Per Share | |||||
| As Reported | $ 0.41 | $ 0.35 | |||
| Pro Forma | 0.40 | ||||