SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 2004
Commission File Number 0-16759
FIRST FINANCIAL CORPORATION
---------------------------
(Exact name of registrant as specified in its charter)
INDIANA 35-1546989
------- ----------
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
One First Financial Plaza, Terre Haute, IN 47807
------------------------------------------ -----
(Address of principal executive office) (Zip Code)
(812)238-6000
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(Registrant's 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 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 in Rule 12b-2 of the Exchange Act).
Yes x No .
--- ---
As of April 30, 2004 were outstanding 13,527,270 shares without par value, of
the registrant.
FIRST FINANCIAL CORPORATION
FORM 10-Q
INDEX
Page No.
--------
PART I. Financial Information
Item 1. Financial Statements:
Consolidated Statements of Condition............................................................ 3
Consolidated Statements of Income............................................................... 4
Consolidated Statements of Shareholders' Equity................................................. 5
Consolidated Statements of Cash Flows........................................................... 6
Notes to Consolidated Financial Statements...................................................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..... 8
Item 3. Interest Rate Risk and Quantitative and Qualitative Disclosures about Market Risk......... 9
Item 4. Controls and Procedures................................................................... 11
PART II. Other Information:
Item 2. Changes in Securities and Use of Proceeds................................................. 12
Item 6. Exhibits and Reports on Form 8-K.......................................................... 12
Signatures........................................................................................ 13
2
Part I - Financial Information
Item 1. Financial Statements
FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
(Dollar amounts in thousands, except per share data)
March 31, December 31,
2004 2003
---- ----
(Unaudited)
ASSETS
Cash and due from banks $ 62,952 $ 94,198
Federal funds sold and short-term investments 13,616 5,850
Securities available-for-sale 560,982 567,733
Loans:
Commercial, financial and agricultural 379,953 374,638
Real estate - construction 31,995 35,361
Real estate - mortgage 750,349 766,911
Installment 266,312 248,290
Lease financing 4,671 4,884
----------- -----------
1,433,280 1,430,084
Less:
Unearned income (464) (559)
Allowance for loan losses (21,397) (21,239)
----------- -----------
1,411,419 1,408,286
Accrued interest receivable 11,185 13,073
Premises and equipment, net 30,054 29,322
Bank-owned life insurance 47,748 50,279
Goodwill 7,102 7,102
Other intangible assets 3,509 3,651
Other real estate owned 5,151 6,424
Other assets 45,145 37,139
----------- -----------
TOTAL ASSETS $ 2,198,863 $ 2,223,057
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing $ 156,672 $ 179,517
Interest-bearing:
Certificates of deposit of $100 or more 183,594 192,185
Other interest-bearing deposits 1,092,229 1,107,645
----------- -----------
1,432,495 1,479,347
Short-term borrowings 85,100 68,629
Other borrowings 380,663 383,233
Other liabilities 34,472 36,569
----------- -----------
TOTAL LIABILITIES 1,932,730 1,967,778
----------- -----------
Shareholders' equity
Common stock, $.125 stated value per share;
Authorized shares -- 40,000,000
Issued shares -- 14,450,966
Outstanding shares -- 13,532,270 in 2004 and 13,578,770 in 2003 1,806 1,806
Additional capital 67,181 67,181
Retained earnings 204,979 194,294
Accumulated other comprehensive income 13,006 11,463
Treasury shares at cost 918,696 in 2004 and 872,196 in 2003 (20,839) (19,465)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 266,133 255,279
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,198,863 $ 2,223,057
=========== ===========
See accompanying notes.
3
FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in thousands, except per share data)
Three Months Ended
March 31,
2004 2003
---- ----
(Unaudited) (Unaudited)
INTEREST INCOME:
Loans, including related fees $22,922 $24,735
Securities:
Taxable 3,909 4,318
Tax-exempt 1,841 1,971
Other 604 642
------- -------
TOTAL INTEREST INCOME 29,276 31,666
------- -------
INTEREST EXPENSE:
Deposits 6,073 7,302
Short-term borrowings 224 84
Other borrowings 5,046 5,351
------- -------
TOTAL INTEREST EXPENSE 11,343 12,737
------- -------
NET INTEREST INCOME 17,933 18,929
Provision for loan losses 1,923 2,227
------- -------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 16,010 16,702
------- -------
NON-INTEREST INCOME:
Trust and financial services 1,013 914
Service charges and fees on deposit accounts 2,656 1,532
Other service charges and fees 1,530 2,116
Securities gains 13 -
Insurance commissions 1,388 1,505
Sales of mortgage loans 411 1,058
Gain on life insurance benefit 4,113 -
Other 1,453 954
------- -------
TOTAL NON-INTEREST INCOME 12,577 8,079
------- -------
NON-INTEREST EXPENSE:
Salaries and employee benefits 9,353 9,012
Occupancy expense 970 1,066
Equipment expense 834 860
Other 4,375 4,487
------- -------
TOTAL NON-INTEREST EXPENSE 15,532 15,425
------- -------
INCOME BEFORE INCOME TAXES 13,055 9,356
Provision for income taxes 2,370 2,323
------- -------
NET INCOME $10,685 $ 7,033
======= =======
EARNINGS PER SHARE:
Basic and Diluted $ .79 $ .52
======= =======
Weighted average number of shares outstanding (in thousands) 13,557 13,588
======= =======
See accompanying notes.
4
FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three Months Ended
March 31, 2004, and 2003
(Dollar amounts in thousands, except per share data)
(Unaudited)
Accumulated
Other
Common Additional Retained Comprehensive Treasury
Stock Capital Earnings Income/(Loss) Stock Total
Balance, January 1, 2003 $ 903 $ 66,809 $ 178,209 $ 14,276 $(18,226) $ 241,971
Comprehensive income:
Net income 7,033 7,033
Change in net unrealized
gains/(losses) on available
for-sale securities (1,392) (1,392)
---------
Total comprehensive income 5,641
Treasury stock purchase (723) (723)
------ ---------- --------- ------------ -------- ---------
Balance, March 31, 2003 $ 903 $ 66,809 $ 185,242 $ 12,884 $(18,949) $ 246,889
====== ========== ========= ============ ======== =========
Balance, January 1, 2004 $1,806 $ 67,181 $ 194,294 $ 11,463 $(19,465) $ 255,279
Comprehensive income:
Net income 10,685 10,685
Change in net unrealized
gains/(losses) on available
for-sale securities 1,543 1,543
---------
Total comprehensive income 12,228
Treasury stock purchase (1,374) (1,374)
------ ---------- --------- ------------ -------- ---------
Balance, March 31, 2004 $1,806 $ 67,181 $ 204,979 $ 13,006 $(20,839) $ 266,133
====== ========== ========= ============ ======== =========
See accompanying notes.
5
FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands, except per share data)
Three Months Ended
March 31,
2004 2003
---- ----
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 10,685 $ 7,033
Adjustments to reconcile net income to net cash
provided by operating activities:
Net accretion of discounts on investments (520) (31)
Provision for loan losses 1,923 2,227
Securities gains (losses) (13) -
Depreciation and amortization 734 766
Gain on life insurance benefit (4,113) -
Other, net (3,792) 10,409
-------- --------
NET CASH FROM OPERATING ACTIVITIES 4,904 20,404
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of available-for-sale securities 12,636 -
Maturities and principal reductions on available-for-sale securities 17,432 54,118
Purchases of available-for-sale securities (20,211) (60,298)
Loans made to customers, net of repayments (4,970) 35,063
Net change in federal funds sold (7,766) (2,542)
Proceeds from life insurance benefit 7,267 -
Additions to premises and equipment (1,324) (268)
-------- --------
NET CASH FROM INVESTING ACTIVITIES 3,064 26,073
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits (46,852) (12,911)
Net change in short-term borrowings 16,471 (12,842)
Dividends paid (4,889) (4,229)
Purchase of treasury stock (1,374) (723)
Proceeds from other borrowings 2,005 -
Repayments on other borrowings (4,575) (31,417)
-------- --------
NET CASH FROM FINANCING ACTIVITIES (39,214) (62,122)
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS (31,246) (15,645)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 94,198 96,043
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 62,952 $ 80,398
======== ========
See accompanying notes.
6
FIRST FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accompanying March 31, 2004 and 2003 consolidated financial statements
are unaudited. The December 31, 2003 consolidated financial statements are as
reported in the First Financial Corporation (the "Corporation") 2003 annual
report. The following notes should be read together with notes to the
consolidated financial statements included in the 2003 annual report filed with
the Securities and Exchange Commission as an exhibit to Form 10-K.
1. The significant accounting policies followed by the Corporation and its
subsidiaries for interim financial reporting are consistent with the accounting
policies followed for annual financial reporting. All adjustments which are, in
the opinion of management, necessary for a fair statement of the results for the
periods reported have been included in the accompanying consolidated financial
statements and are of a normal recurring nature. The Corporation reports
financial information for only one segment, banking.
2. A loan is considered to be impaired when, based upon current information and
events, it is probable that the Corporation will be unable to collect all
amounts due according to the contractual terms of the loan. Impairment is
primarily measured based on the fair value of the loan's collateral. The
following table summarizes impaired loan information:
(000's)
March 31, December 31,
2004 2003
---- ----
Impaired loans with related allowance for loan losses calculated under
SFAS No. 114................................................................ $14,246 $9,168
Interest payments on impaired loans are typically applied to principal
unless collection of the principal amount is deemed to be fully assured, in
which case interest is recognized on a cash basis.
3. Securities
The amortized cost and fair value of the Corporation's investments at
March 31, 2004 and December 31, 2003 are shown below. All securities are
classified as available-for-sale.
(000's) (000's)
March 31, 2004 December 31, 2003
Amortized Cost Fair Value Amortized Cost Fair Value
-------------- ---------- -------------- ----------
United States Government and its agencies $267,440 $271,054 $ 69,228 $272,009
Collateralized Mortgage Obligations 17,483 17,507 18,022 18,024
States and Municipal 145,947 156,760 152,719 161,990
Corporate Obligations 113,407 115,661 113,736 115,710
-------- -------- -------- --------
$544,277 $560,982 $553,705 $567,733
======== ======== ======== ========
4. Short-Term Borrowings
Period - end short-term borrowings were comprised of the following:
(000's)
March 31, December 31,
2004 2003
---- ----
Federal Funds Purchased $78,330 $61,524
Repurchase Agreements 6,129 5,130
Note Payable - U.S. Government 641 1,975
------- -------
$85,100 $68,629
======= =======
7
5. Other Borrowings
Other borrowings at period-end are summarized as follows:
(000's)
March 31, December 31,
2004 2003
---- ----
FHLB advances $356,063 $358,633
Note payable to a financial institution 18,000 18,000
City of Terre Haute, Indiana economic development revenue bonds 6,600 6,600
-------- --------
$380,663 $383,233
======== ========
6. Components of Net Periodic Benefit Cost
THREE MONTHS ENDED MARCH 31,
(000's)
Post-Retirement
Pension Benefits Health Benefits
2004 2003 2004 2003
---- ---- ---- ----
Service cost $ 627 $ 541 $ 21 $ 26
Interest cost 542 506 61 63
Expected return on plan assets (700) (583) - -
Amortization of transition obligation - - 15 15
Amortization of prior service cost (5) (5) - -
Amortization of net (gain) loss 62 65 34 30
------- ------- ------- -------
Net Periodic Benefit Cost $ 526 $ 524 $ 131 $ 134
======= ======= ======= =======
Employer Contributions
First Financial Corporation previously disclosed in its financial
statements for the year ended December 31, 2003 that it expected to contribute
$1.57 and $1.2 million respectively to its Pension Plan and ESOP and $233,000 to
the Post Retirement Health Benefits Plan in 2004. A contribution to the Pension
Plan of $393,000 for the quarter ended March 31, 2004 was made on April 14,
2004. First Financial Corporation anticipates contributing an additional $1.18
and $1.2 million respectively to its Pension Plan and ESOP in 2004.
Contributions of $101,000 have been made through the first quarter of 2004 for
the Post Retirement Health Benefits plan. First Financial Corporation
anticipates contributing an additional $180,000 to the Post Retirement Health
Benefits plan in 2004.
ITEMS 2. and 3. Management's Discussion and Analysis of Financial Condition and
Results of Operations and Quantitative and Qualitative Disclosures About
Market Risk
The purpose of this discussion is to point out key factors in the
Corporation's recent performance compared with earlier periods. The discussion
should be read in conjunction with the financial statements beginning on page
three of this report. All figures are for the consolidated entities. It is
presumed the readers of these financial statements and of the following
narrative have previously read the Corporation's annual report for 2003.
Forward-looking statements contained in the following discussion are based
on estimates and assumptions that are subject to significant business, economic
and competitive uncertainties, many of which are beyond the Corporation's
control and are subject to change. These uncertainties can affect actual results
and could cause actual results to differ materially from those expressed in any
forward-looking statements in this discussion.
Summary of Operating Results
Net income for the three months ended March 31, 2004 was $10.7 million, a
52.9% improvement from the $7.0 million in the same period in 2003. Basic
earnings per share increased to $0.79 for the first quarter of 2004 compared to
$0.52 for 2003, a 51.9% improvement.
The primary components of income and expense affecting net income are
discussed in the following analysis.
8
Net Interest Income
The Corporation's primary source of earnings is net interest income, which
is the difference between the interest earned on loans and other investments and
the interest paid for deposits and other sources of funds. Net interest income
decreased to $17.9 million in the first three months of 2004 from $18.9 million
in the same period in 2003, a 5.3% decrease. The net interest margin decreased
from 4.02% in 2003 to 3.78% in 2004, a 6.1% decrease, driven by a greater
decline in the yield on earning assets than in the average cost of funds.
Non-Interest Income
The financial results for the quarter were driven by a $4.5 million, or
55.7%, increase over comparable 2003 non-interest income. Bank Owned Life
Insurance proceeds accounted for $4.1 million of the increase in non-interest
income. The increase would have been $400,000 or 0.4% without the insurance
proceeds. Significant increases and decreases in non-interest income include an
increase in fee income on deposits as the result of a new product, First
Courtesy Checking, introduced in September of 2003. This accounted for an
increase in the first quarter of 2004 of $1.1 million over the same period of
2003. Mortgage servicing rights and fees for sale of loans decreased in the
quarter ending March 31, 2004, compared to the same period in 2003, by $.6
million. The net volume of loans sold and serviced decreased by $23.0 million in
the first quarter of 2004 compared to the same period in 2003.
Non-Interest Expenses
Non-interest expenses increased $107,000, or 0.7% over the same period for
2003. Expenses in the sale of loans were less during the first quarter of 2004
by $163,000. Cost increases included merit increases in salaries and higher
benefit costs. Income tax expense remained relatively level, despite increase in
pre-tax income as proceeds from life insurance benefits are non-taxable.
Allowance for Loan Losses
The Corporation's provision for loan losses decreased to $1.9 million for
the first three months of 2004 compared to $2.2 million in the same period of
2003. At March 31, 2004, the allowance for loan losses was 1.49% of total loans,
no change from the 1.49% at December 31, 2003. Net charge-offs for the first
three months of 2004 were $1.8 million compared to $1.7 million for the same
period in 2003. Based on management's analysis of the current portfolio, an
evaluation that includes consideration of historical loss experience and
probable incurred losses on identified problem loans, management believes the
allowance of $21.4 million at March 31, 2004 is adequate. Commercial loans
classified substandard or doubtful declined from approximately $70 million at
December 31, 2003 to approximately $65 million at March 31, 2004. The increase
in impaired loans and the majority of the increase in non-accrual loans is
represented by previously identified credits for which a specific allocation had
been established in determining the adequacy of the ALLL. Therefore, the higher
levels of non-accrual and impaired loans did not directly impact the level of
the ALLL
Non-performing Loans
Non-performing loans consist of (A) non-accrual loans on which the
ultimate collectability of the full amount of interest is uncertain, (B) loans
which have been renegotiated to provide for a reduction or deferral of interest
or principal because of a deterioration in the financial position of the
borrower, and (C) loans past due ninety days or more as to principal or
interest. A summary of non-performing loans at March 31, 2004 and December 31,
2003 follows:
(000's)
March 31, 2004 December 31, 2003
-------------- -----------------
Non-accrual loans $15,334 $ 8,429
Restructured loans 365 542
------- -------
15,699 8,971
Accruing loans past due over 90 days 4,508 5,384
------- -------
$20,207 $14,355
======= =======
Ratio of the allowance for loan losses
as a percentage of under-performing loans 106% 148%
9
The following loan categories comprise significant components of the
nonperforming loans:
(000's)
March 31, 2004 December 31, 2003
-------------- -----------------
Non-Accrual Loans:
1-4 family residential $ 2,491 $ 2,155
Commercial loans 11,252 4,697
Installment loans 1,591 1,577
------- -------
$15,334 $ 8,429
======= =======
Past due 90 days or more:
1-4 family residential $ 2,105 $ 2,321
Commercial loans 1,384 1,530
Installment loans 1,019 1,532
------- -------
$ 4,508 $ 5,384
======= =======
Interest Rate Sensitivity and Liquidity
First Financial Corporation has established risk measures, limits and
policy guidelines for managing interest rate risk and liquidity. Responsibility
for management of these functions resides with the Asset Liability Committee.
The primary goal of the Asset Liability Committee is to maximize net interest
income within the interest rate risk limits approved by the Board of Directors.
Interest Rate Risk
Management considers interest rate risk to be the Corporation's most
significant market risk. Interest rate risk is the exposure to changes in net
interest income as a result of changes in interest rates. Consistency in the
Corporation's net interest income is largely dependent on the effective
management of this risk.
The Asset Liability position is measured using sophisticated risk
management tools, including earning simulation and market value of equity
sensitivity analysis. These tools allow management to quantify and monitor both
short-term and long-term exposure to interest rate risk. Simulation modeling
measures the effects of changes in interest rates, changes in the shape of the
yield curve and the effects of embedded options on net interest income. This
measure projects earnings in the various environments over the next three years.
It is important to note that measures of interest rate risk have limitations and
are dependent on various assumptions. These assumptions are inherently uncertain
and, as a result, the model cannot precisely predict the impact of interest rate
fluctuations on net interest income. Actual results will differ from simulated
results due to timing, frequency and amount of interest rate changes as well as
overall market conditions. The Committee has performed a thorough analysis of
these assumptions and believes them to be valid and theoretically sound. These
assumptions are continuously monitored for behavioral changes.
The Corporation from time to time utilizes derivatives to manage interest
rate risk. Management continuously evaluates the merits of such interest rate
risk products but does not anticipate the use of such products to become a major
part of the Corporation's risk management strategy.
The table below shows the Corporation's estimated sensitivity profile as
of March 31, 2004. The change in interest rates assumes a parallel shift in
interest rates of 100 and 200 basis points. Given a 100 basis point increase in
rates, net interest income would increase 1.33% over the next 12 months and
increase 3.97% over the following 12 months. Given a 100 basis point decrease in
rates, net interest income would decrease 3.00% over the next 12 months and
decrease 6.06% over the following 12 months. These estimates assume all rate
changes occur overnight and management takes no action as a result of this
change.
Percentage Change in Net Interest Income
Basis Point ----------------------------------------
Interest Rate Change 12 months 24 months 36 months
- -------------------- --------- --------- ---------
Down 200 -9.21 -16.10 -21.77
Down 100 -3.00 -6.06 -9.33
Up 100 1.33 3.97 7.30
Up 200 2.76 7.96 14.71
Typical rate shock analysis does not reflect management's ability to react
and thereby reduce the effect of rate changes, and represents a worst-case
scenario.
10
Liquidity Risk
Liquidity is measured by each bank's ability to raise funds to meet the
obligations of its customers, including deposit withdrawals and credit needs.
This is accomplished primarily by maintaining sufficient liquid assets in the
form of investment securities and core deposits. The Corporation has $10.9
million of investments that mature throughout the coming 12 months. The
Corporation also anticipates $4.0 million of principal payments from
mortgage-backed securities. Given the current rate environment, the Corporation
anticipates $18.1 million in securities to be called within the next 12 months.
With these sources of funds, the Corporation currently anticipates adequate
liquidity to meet the expected obligations of its customers.
Financial Condition
Comparing the first quarter of 2004 to the same period in 2003, average
loans are up $18.7 million. Average deposits were up $19.4 million. These
resources were used to reduce average FHLB borrowings and repurchase agreements
by $28.8 million. Average shareholders' equity increased $15.3 million, or 6.2%.
This financial performance increased book value per share 8.3% to $19.67 at
March 31, 2004 from $18.17 at March 31, 2003. Book value per share is calculated
by dividing the total shareholders'equity by the number of shares outstanding.
Capital Adequacy
As of March 31, 2004, the most recent notification from the respective
regulatory agencies categorized the Corporation and its subsidiary banks as well
capitalized under the regulatory framework for prompt corrective 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.
To Be Well
March 31, 2004 December 31, 2003 Capitalized
-------------- ----------------- -----------
Total risk-based capital ratio 15.81% 15.67% >or= 10.0%
Tier I risk-based capital ratio 14.56% 14.43% >or= 6.0%
Tier I leverage capital ratio 10.85% 10.67% >or= 5.0%
ITEM 4. Controls and Procedures
First Financial Corporation's management is responsible for establishing
and maintaining effective disclosure controls and procedures, as defined under
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of
March 31, 2004, an evaluation was performed under the supervision and with the
participation of management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Corporation's disclosure controls and procedures. Based on that evaluation,
management concluded that disclosure controls and procedures as of March 31,
2004 were effective in ensuring material information required to be disclosed in
this Quarterly Report on Form 10-Q was recorded, processed, summarized, and
reported on a timely basis. Additionally, there were no changes in the
Corporation's internal control over financial reporting that occurred during the
quarter ended March 31, 2004 that have materially affected, or are reasonably
likely to materially affect, the Corporation's internal control over financial
reporting.
11
PART II - Other Information
Item 2. Changes in Securities and Use of Proceeds.
(e) Purchases of Equity Securities
The Corporation periodically acquires shares of its common stock
directly from shareholders in individually negotiated transactions. The
Corporation has not adopted a formal policy or adopted a formal program for
repurchases of shares of its common stock. Following is certain information
regarding shares of common stock purchased by the Corporation during the quarter
covered by this report.
(c)
Total Number Of
Shares Purchased As (d)
(a) (b) Part Of Publicly Part Of Maximum
Total Number Of Average Price Announced Plans Or Of Shares That May
Shares Purchased Paid Per Share Programs* Yet Be Purchased*
---------------- -------------- --------- -----------------
January 1 - 31, 2004 0 N/A N/A N/A
February 1 - 29, 2004 15,000 29.65 N/A N/A
March 1 - 31, 2004 31,500 29.52 N/A N/A
Total 46,500 29.56 N/A N/A
* The Corporation has not adopted a formal policy or program regarding
repurchases of its shares of stock.
ITEM 6(a). Exhibits.
Exhibit No: Description of Exhibit:
- ----------- -----------------------
3.1 Amended and Restated Articles of Incorporation of First
Financial Corporation, incorporated by reference to the
Corporation's Form 10-Q filed for the quarter ended September
30, 2003.
3.2 Code of By-Laws of First Financial Corporation, incorporated
by reference to the Corporation's Form 10-Q filed for the
quarter ended September 30, 2003.
10.1 Employment Agreement for Norman L. Lowery, dated January 1,
2004.
10.2 2001 Long-Term Incentive Plan of First Financial Corporation,
incorporated by reference to the Corporation's Form 10-Q filed
for the quarter ended September 30, 2003.
31.1 Sarbanes-Oxley Act 302 Certification for Quarterly Report on
Form 10-Q for the quarter ended March 31, 2004 by Principal
Executive Officer, dated May 7, 2004.
31.2 Sarbanes-Oxley Act 302 Certification for Quarterly Report on
Form 10-Q for the quarter ended March 31, 2004 by Principal
Financial Officer, dated May 7, 2004.
32.1 Certification, dated May 7, 2004, of Principal Executive
Officer and Principal Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2003 on Form 10-Q for the
quarter ended March 31, 2004.
ITEM 6(b). Reports filed on Form 8-K.
First Financial Corporation filed the following Forms 8-K:
- Filed February 5, 2004 to report a press release of
annual and fourth quarter 2003 earnings.
12
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 thereunto duly authorized.
FIRST FINANCIAL CORPORATION
-------------------------------
(Registrant)
Date: May 7, 2004 By /s/ Donald E. Smith
-------------------------------
Donald E. Smith, Chairman
Date: May 7, 2004 By /s/ Norman L. Lowery
-------------------------------
Norman L. Lowery, Vice Chairman
Date: May 7, 2004 By /s/ Michael A. Carty
-------------------------------
Michael A. Carty, Treasurer
13
Exhibit Index
Exhibit No: Description of Exhibit:
- ----------- -----------------------
3.1 Amended and Restated Articles of Incorporation of First
Financial Corporation, incorporated by reference to the
Corporation's Form 10-Q filed for the quarter ended September
30, 2003.
3.2 Code of By-Laws of First Financial Corporation, incorporated
by reference to the Corporation's Form 10-Q filed for the
quarter ended September 30, 2003.
10.2 Employment Agreement for Norman L. Lowery, dated January 1,
2004.
10.3 2001 Long-Term Incentive Plan of First Financial Corporation,
incorporated by reference to the Corporation's Form 10-Q filed
for the quarter ended September 30, 2003.
31.1 Sarbanes-Oxley Act 302 Certification for Quarterly Report on
Form 10-Q for the quarter ended March 31, 2004 by Principal
Executive Officer, dated May 7, 2004.
31.2 Sarbanes-Oxley Act 302 Certification for Quarterly Report on
Form 10-Q for the quarter ended March 31, 2004 by Principal
Financial Officer, dated May 7, 2004.
32.1 Certification, dated May 7, 2004, of Principal Executive
Officer and Principal Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2003 on Form 10-Q for the
quarter ended March 31, 2004.
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