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10-K/A - FIRST MERCHANTS CORPORATION 10K-AMENDMENT 1 - FIRST MERCHANTS CORPf10k-aespp10282011.htm
EX-32 - EXHIBIT 32 - RECHIN AND HARDWICK - FIRST MERCHANTS CORPexhibit32.htm
EX-31.2 - EXHIBIT 31.2 - MARK K. HARDWICK - FIRST MERCHANTS CORPexhibit31-2.htm
EX-31.1 - EXHIBIT 31.1 - MICHAEL C. RECHIN - FIRST MERCHANTS CORPexhibit31-1.htm
EX-23.2 - EXHIBIT 23 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - FIRST MERCHANTS CORPexhibit23-2.htm
 

 
EXHIBIT 99.1
 

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K
 

 
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended June 30, 2011
 

 
FIRST MERCHANTS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN (2009)
(Full title of the plan)
 

 
FIRST MERCHANTS CORPORATION
(Name of issuer of the securities held pursuant to the plan)
 

 
200 East Jackson Street
Muncie, Indiana  47305
(Address of principal executive office)
 

 
 

 

 
Report of Independent Registered Public Accounting Firm


Audit Committee and Plan Management
First Merchants Corporation
Muncie, Indiana


We have audited the accompanying statements of financial condition of First Merchants Corporation Employee Stock Purchase Plan (2009) as of June 30, 2011 and 2010, and the related statements of income and changes in plan equity for each of the years in the three-year period ended June 30, 2011.  The Plan’s management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  Our audits included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and 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 financial position of First Merchants Corporation Employee Stock Purchase Plan (2009) as of June 30, 2011 and 2010, and the results of its operations for each of the three years in the period ended June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.
 

 
/s/ BKD, LLP
 
Indianapolis, Indiana
October 28, 2011
 

 
 

 


First Merchants Corporation
 
Employee Stock Purchase Plan (2009)
 
Statements of Financial Condition
 
June 30, 2011 and 2010
 


 
Assets
           
   
2011
   
2010
 
             
Investments - interest-bearing deposits
 
$
1,526
   
$
157,836
 
                 
Plan Equity
 
$
1,526
   
$
157,836
 





See Notes to Financial Statements

 
 

 


First Merchants Corporation
 
Employee Stock Purchase Plan (2009)
 
Statements of Income and Changes in Plan Equity
 
Years Ended June 30, 2011, 2010 and 2009
 


   
2011
   
2010
   
2009
 
                   
Investment income - interest
 
$
138
   
$
22
   
$
7,259
 
Participant contributions
   
561,856
     
613,134
     
808,213
 
     
561,994
     
613,156
     
815,472
 
                         
Withdrawals and terminations paid in cash
   
9,413
     
16,995
     
136,676
 
Purchase and distribution of stock
   
708,891
     
1,123,874
     
773,212
 
     
718,304
     
1,140,869
     
909,888
 
                         
Changes in Plan equity for the year
   
(156,310
)
   
(527,713
)
   
(94,416
)
                         
Plan equity at beginning of year
   
157,836
     
685,549
     
779,965
 
                         
Plan equity at end of year
 
$
1,526
   
$
157,836
   
$
685,549
 



See Notes to Financial Statements


 
 

 


First Merchants Corporation
 
Employee Stock Purchase Plan (2009)
 
Notes to Financial Statements
 
June 30, 2011 and 2010
 

 
Note 1:  
Summary of Significant Accounting Policies
 
Organization - The Plan was originally adopted by the Board of Directors of First Merchants Corporation (Corporation) in February 1989, and commenced operations in July 1989.  Effective July 1, 1994, the Plan was amended by the adoption of the 1994 Employee Stock Purchase Plan (1994 Plan), and effective July 1, 1999, amended again by the adoption of the 1999 Employee Stock Purchase Plan (1999 Plan).  The 1999 Plan was adopted by the Board of Directors of the Corporation in February 1999 and approved by Corporation stockholders in April 1999.  In December 2003, the Compensation Committee of the Board of Directors approved a new Plan that was approved by Corporation stockholders in April 2004 to be effective July 1, 2004.  On February 4, 2009, the Board of Directors of the Corporation approved a new plan, which was subsequently approved by the shareholders of the Company on May 6, 2009.  The Plan provides for the purchase of up to 1,000,000 shares of the Company’s common stock by eligible employees through a series of consecutive quarterly offering periods commencing July 1, 2009 and ending once all allocated shares have been issued under the Plan or June 30, 2019, whichever is earlier.
 
Investments, consisting of interest-bearing deposit accounts at a subsidiary of the Corporation, are carried at cost, which approximates fair value.
 

 
Note 2:  
General Information
 
The Plan provides for the purchase of up to 1,000,000 shares of the Corporation's common stock by eligible employees through a maximum of forty offerings of three month durations.  Prior to each offering period, eligible employees elect a set dollar amount to be deducted from their pay.  Contributions and accumulated interest are used at the end of the offering period to purchase whole shares of stock.  Any contributions remaining at the end of a quarter for a partial share will remain in the participant’s account and applied towards the purchase of stock the following quarter.  Employees are not permitted to purchase shares which exceed $25,000 in fair market value during a calendar year.
 
At the end of each offering period, the balance of each participant's payroll deduction account is applied to the purchase of the largest number of full shares of the Corporation's common stock possible.  The price at which the shares are deemed to have been purchased is determined by the Compensation and Human Resource Committee of the Corporation’s Board of Directors and will be 85% of the average fair market value of the common stock during the offering period, except the price cannot be less than 85% of the lesser of the fair market value of the common stock at the beginning or the end of the offering period.  The fair market value of the common stock for purposes of the Plan is the closing price of the common stock as reported by NASDAQ on such date.  Shares to be purchased under the Plan may be obtained by the Corporation from its authorized but previously unissued shares, from open market transactions or from private sources.
 
In June 2011, March 2011, December 2010, September 2010 and July 2010, the Corporation issued 20,777; 18,039; 19,205; 18,225; and 21,845 shares of its common stock for the offering period ended June 30, 2011; March 31, 2011; December 31, 2010; September 30, 2010; and June 30 2010, respectively, at $7.30, $7.51, $7.21, $6.96 and $7.17 per share, respectively.
 
At June 30, 2011 and 2010, the Plan had 365 and 383 participants, respectively.
 

 
 

 

First Merchants Corporation
 
Employee Stock Purchase Plan (2009)
 
Notes to Financial Statements
 
June 30, 2011 and 2010
 

 

 
Note 3:  
Income Tax Status
 
The Plan is not and will not be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (Code).  The Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Code.  Consequently, the difference between the purchase price and the fair market value of the stock purchased under the Plan is not includable in the participant's gross income for federal income tax purposes, unless a disqualifying distribution occurs.
 
The Plan adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740, Income Taxes, concerning the accounting and disclosures for uncertain tax positions on July 1, 2009.  As a result, the Plan has not identified any uncertain tax positions that it believes should be recognized in the financial statements.
 

 
Note 4:  
Related Party
 
Plan assets are held in interest-bearing accounts maintained by the Plan Sponsor with interest paid quarterly at the prevailing rates.  Each participant’s payroll deferral is maintained in a separate deposit account with the Bank.  At June 30, 2011, there were no participants with a deferral balance exceeding federally insured limits.
 

 
Note 5:  
Subsequent Events
 
Subsequent events have been evaluated through October 28, 2011, which is the date the financial statements were available to be issued.