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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 December 31, 2002 Commission file number 0-12422
MAINSOURCE FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1562245
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
201 North Broadway
Greensburg, Indiana 47240
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (812) 663-0157
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act
Common shares, no-par value
(Title of Class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
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 [ ]
The aggregate market value (not necessarily a reliable indication of the price
at which more than a limited number of shares would trade) of the voting stock
held by non-affiliates of the registrant was $156,602,340 as of June 30, 2002.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act) Yes [X] No [ ]
As of March 26, 2002, there were outstanding 6,767,715 common shares, without
par value, of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K
Documents Into Which Incorporated
--------- -----------------------
2002 Annual Report to Shareholders Part II (Items 5 through 8)
Definitive Proxy Statement for Annual Part III (Items 10 through 13)
Meeting of Shareholders to be held
April 23, 2003
EXHIBIT INDEX: Page 9
FORM 10-K TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Part I Page
Item 1 Business 3
Item 2 Properties 9
Item 3 Legal Proceedings 9
Item 4 Submission of Matters to a Vote of Security Holders 9
Part II
Item 5 Market For the Registrant's Common Equity and Related 9
Stockholder Matters
Item 6 Selected Financial Data 9
Item 7 Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
Item 7A Quantitative and Qualitative Disclosures About Market Risk 9
Item 8 Financial Statements and Supplementary Data 9
Item 9 Disagreements on Accounting and Financial Disclosure 10
Part III
Item 10 Directors and Executive Officers of the Registrant See below
Item 11 Executive Compensation See below
Item 12 Security Ownership of Certain Beneficial Owners and See below
Management
Item 13 Certain Relationships and Related Transactions See below
Item 14 Controls & Procedures 10
Part IV
Item 15 Exhibits, Financial Statement Schedules, and Reports 10
on Form 8-K
Pursuant to General Instruction G, the information called for by Items 10-13 is
omitted by MainSource Financial Group, Inc. since MainSource Financial Group,
Inc. will file with the Commission a definitive proxy statement to shareholders
pursuant to regulation 14A not later than 120 days after the close of the fiscal
year containing the information required by Items 10-13.
2
PART I
ITEM 1. BUSINESS
- -------------------
(Dollars in thousands except per share data)
GENERAL
MainSource Financial Group, Inc. ("the Company"), formerly Indiana United
Bancorp, is a multi-bank holding company based in Greensburg, Indiana. The
Company's Common Stock is traded on NASDAQ's National Market System under the
symbol MSFG. As of December 31, 2002, the Company owned three banking
subsidiaries: MainSource Bank (formed in 2002 by the merger of two subsidiaries,
People's Trust Company and Union Bank and Trust Company of Indiana), Regional
Bank, and Capstone Bank, N.A. (together "the Banks"). Through its nonbank
affiliates, the Company provides services incidental to the business of banking.
Since its formation in 1982, the Company has acquired and established various
institutions and financial services companies and may acquire additional
financial institutions and financial services companies in the future. For
further discussion of the business of the Company see Management's Discussion
and Analysis in Part II, Item 7.
The Company operates 49 branch banking offices in Indiana and Illinois as well
as five insurance offices in Indiana and one in Kentucky. As of December 31,
2002, the Company had consolidated assets of $1,251,760, consolidated deposits
of $1,034,307 and shareholders' equity of $99,771.
Through its Banks, the Company offers a broad range of financial services,
including: accepting time and transaction deposits; making consumer, commercial,
agribusiness and real estate mortgage loans; issuing credit cards; renting safe
deposit facilities; providing general agency personal and business insurance
services; providing personal and corporate trust services; and providing other
corporate services such as letters of credit and repurchase agreements.
The lending activities of the Banks are separated into primarily the categories
of commercial/agricultural, real estate and consumer. Loans are originated by
the lending officers of the Banks subject to limitations set forth in lending
policies. The Board of Directors of the Banks reviews and approves loans up to
the Banks' legal lending limit, monitors concentrations of credit, problem and
past due loans and charge-offs of uncollectible loans and formulates loan
policy. The Banks maintain conservative loan policies and underwriting practices
in order to address and manage loan risks. These policies and practices include
granting loans on a sound and collectible basis, serving the legitimate needs of
the community and the general market area while obtaining a balance between
maximum yield and minimum risk, ensuring that primary and secondary sources of
repayment are adequate in relation to the amount of the loan, developing and
maintaining adequate diversification of the loan portfolio as a whole and of the
loans within each category and developing and applying adequate collection
policies.
Commercial loans include secured and unsecured loans, including real estate
loans, to individuals and companies and to governmental units within the market
area of the Banks for a myriad of business purposes.
Agricultural loans are generated in the Banks' markets. Most of the loans are
real estate loans on farm properties. Loans are also made for agricultural
production and such loans are generally reviewed annually.
3
Residential real estate lending has been the largest component of the loan
portfolio for many years. All affiliate banks generate residential mortgages for
their own portfolios. However, the Company elects to sell the majority of its
fixed rate mortgages into the secondary market while maintaining the servicing.
At December 31, 2002, the Company was servicing a $395,359 portfolio. By
originating loans for sale in the secondary market, the Company can more fully
satisfy customer demand for fixed rate residential mortgages and increase fee
income.
The principal source of revenues for the Company is interest and fees on loans,
which accounted for 65.2% of total revenues in 2002, 69.6% in 2001 and 70.2% in
2000.
The Company's investment securities portfolio is primarily comprised of U. S.
Treasuries, federal agencies, state and municipal bonds, mortgage-backed
securities and corporate securities. The Company has classified 98.7% of its
investment portfolio as available for sale, with market value changes reported
separately in shareholders' equity. Funds invested in the investment portfolio
generally represent funds not immediately required to meet loan demand. The
Company's investment portfolio accounted for 17.3% of total revenues in 2002,
16.1% in 2001 and 18.5% in 2000. As of December 31, 2002, the Company had not
identified any securities as being "high risk" as defined by the FFIEC
Supervisory Policy Statement on Securities Activities.
The primary sources of funds for the Banks are deposits generated in local
market areas. To attract and retain stable depositors, the Banks market various
programs for demand, savings and
4
time deposit accounts. These programs include interest and non-interest
bearing demand and individual retirement accounts.
Currently, national retailing and manufacturing subsidiaries, brokerage and
insurance firms and credit unions are fierce competitors within the financial
services industry. Mergers between financial institutions within Indiana and
neighboring states, which became permissible under the Interstate Banking and
Branching Efficiency Act of 1994, have added competitive pressure.
The Company's Banks are located in predominantly non-metropolitan areas and
their business is centered in loans and deposits generated within markets
considered largely rural in nature. In addition to competing vigorously with
other banks, thrift institutions, credit unions and finance companies located
within their service areas, they also compete, directly and indirectly, with all
providers of financial services.
EMPLOYEES
As of December 31, 2002, the Company and its subsidiaries had approximately 500
full-time equivalent employees to whom it provides a variety of benefits and
with whom it enjoys excellent relations.
REGULATION AND SUPERVISION OF THE COMPANY
The Company is a bank holding company ("BHC") within the meaning of the Bank
Holding Company Act of 1956, as amended ("Act"). This Act subjects BHC's to
regulations of the Federal Reserve Board ("FRB") and restricts the business of
BHC's to banking and related activities.
Under the Act, a BHC is, with limited exceptions, prohibited from acquiring
direct or indirect ownership or control of voting stock of any company that is
not a bank or engaging in any activity other than managing or controlling banks.
A BHC may, however, own shares of a company engaged in activities, which the FRB
has determined to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto. These activities include: operating a
savings association, mortgage company, finance company, credit card or factoring
company; performing certain data processing operations; providing investment and
financial advice; and, acting as an insurance agent for certain types of
credit-related insurance.
Acquisitions by the Company of banks and savings associations are subject to
federal and state regulation. Any acquisition by the Company of more than five
percent of the voting stock of any bank requires prior approval of the FRB.
Acquisition of savings associations is also subject to the approval of the OTS.
Indiana law permits BHCs to acquire BHCs and banks out of state on a reciprocal
basis, subject to certain limitations. Under current law, the Company may
acquire banks, and may be acquired by BHCs, located in any state in the United
States that permits reciprocal entry by Indiana BHCs. Under the Act, BHCs may
acquire savings associations without geographic restrictions.
A BHC and its subsidiaries are prohibited from engaging in certain tying
arrangements in connection with the extension of credit, lease or sale of
property, or the provision of any property or service.
5
The Company is under the jurisdiction of the Securities and Exchange Commission
("SEC") and state securities commission for matters relating to the offering and
sale of its securities. The Company is subject to the SEC's rules and
regulations relating to periodic reporting, reporting to shareholders, proxy
solicitation and insider trading.
The Company's liquidity is principally derived from dividends paid on the common
stock of its subsidiaries. The payment of these dividends is subject to certain
regulatory restrictions.
Under FRB policy, the Company is expected to act as a source of financial
strength to, and commit resources to support, its affiliates. As a result of
such policy, the Company may be required to commit resources to its affiliate
banks in circumstances where it might not otherwise do so.
REGULATION AND SUPERVISION OF THE SUBSIDIARY BANKS
MainSource Bank and Regional Bank are supervised, regulated and examined by the
Indiana Department of Financial Institutions ("DFI") and the Federal Deposit
Insurance Corporation ("FDIC"). Capstone Bank is supervised, regulated and
examined by the Office of the Comptroller of the Currency ("OCC"). A
cease-and-desist order may be issued against the banks, if the respective agency
finds that the activities of the bank represent an unsafe and unsound banking
practice or violation of law. The deposits of all three banking subsidiaries are
insured to the maximum extent permitted by law by the Bank Insurance Fund
("BIF") of the FDIC.
Branching by banks in Indiana is subject to the jurisdiction, and requires the
prior approval, of the bank's primary federal regulatory authority and, if the
branching bank is a state bank, of the DFI. Under Indiana law, banks may branch
anywhere in the state.
The Company is a legal entity separate and distinct from its subsidiary Banks.
There are various legal limitations on the extent to which the Banks can supply
funds to the Company. The principal source of the Company's funds consists of
dividends from its subsidiary Banks. State and Federal law restrict the amount
of dividends that may be paid by banks. In addition, the Banks are subject to
certain restrictions on extensions of credit to the Company, on investments in
the stock or other securities of the Company and in taking such stock or
securities as collateral for loans.
LEGISLATION
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
represented a comprehensive and fundamental change to banking supervision and
mandates the development of additional regulations governing almost every aspect
of the operations, management and supervision of banks and BHCs.
FDICIA also included several supervisory reforms related to the frequency of
regulatory examinations and audit requirements. FDICIA also required the
adoption of safety and soundness standards on matters such as loan underwriting
and documentation, and compensation and other employee benefits; mandated
consumer protection disclosures with respect to deposit accounts; and the
establishment of a risk-based deposit insurance system. The federal banking
agencies have issued guidelines establishing standards for safety and soundness,
for operational and managerial standards and compensation standards. The federal
banking agencies have issued guidelines for asset quality and earnings.
FDICIA requires banking regulators to take prompt corrective actions with
respect to depository institutions that fall below certain capital levels and
prohibit any depository institution from making a capital distribution that
would cause it to be considered undercapitalized. Banking regulators were also
required to revise their capital standards to take into account interest rate
risk. A policy statement has been proposed providing a supervisory framework to
measure and monitor interest
6
rate risk at individual banks. Banks may use an internal model that provides a
measure of the change in a bank's economic value.
The results of the supervisory and internal models would be one factor
regulators would consider in their assessment of capital adequacy. Other factors
will also be considered.
Certain regulations define relevant capital measures for five capital
categories. A "well capitalized" institution is one that has a total risk-based
capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at least 8%,
a leverage ratio of at least 5% and is not subject to regulatory direction to
maintain a specific level for any capital measure. An "adequately capitalized"
institution is one that has ratios greater than 8%, 4% and 4%. An institution is
"undercapitalized" if its respective ratios are less than 8%, 4% and 4%.
"Significantly undercapitalized" institutions have ratios of less than 6%, 3%
and 3%. An institution is deemed to be "critically undercapitalized" if it has a
ratio of tangible equity to total assets that is 2% or less. Institutions with
capital ratios at levels of "undercapitalized" or lower are subject to various
limitations that, in most situations, will reduce the competitiveness of the
institution.
The Riegle Community Development and Regulatory Improvement Act of 1994 ("1994
Act") made several changes in existing law affecting bank holding companies.
These include a reduction in the minimum post-approval antitrust review waiting
period for depository institution mergers and acquisitions, and the substitution
of a notice for an application when a bank holding company proposes to engage
in, or acquire a company to engage in, non-bank activities. The 1994 Act also
contains seven titles pertaining to community development and home ownership
protection, small business capital formation, paperwork reduction and regulatory
improvement, money laundering and flood insurance. No regulations have yet been
approved. The Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 ("Branching Act") substantially changed the geographic constraints
applicable to the banking industry. In general, the Branching Act permits BHCs
that are adequately capitalized and adequately managed to acquire banks located
in any other state, subject to certain total deposit limitations. Effective June
1, 1997, the Branching Act also allows banks to establish interstate branch
networks through acquisitions of other banks. Establishment of de novo
interstate branches or the acquisition of individual branches of a bank in
another state is also allowed if authorized by state law. Institutions must
maintain a loan activity-to-deposit ratio within a state at least equal to
one-half of the average percentage for all banks in the state or the
institution's federal regulator may close the branch and restrict the
institution from opening new branches in the state. The Branching Act allowed
individual states to "opt out" of certain provisions by enacting appropriate
legislation prior to June 1, 1997.
The monetary policies of regulatory authorities have a significant effect on the
operating results of banks and BHCs. The nature of future monetary policies and
the effect of such policies on the future business and earnings of the Company
and its subsidiaries cannot be predicted.
The Federal Reserve Board has adopted procedures for bank holding companies and
foreign banks with U.S. offices to be treated as financial holding companies.
Financial holding companies may engage in a broad range of securities, insurance
and other financial activities under the Gramm-Leach-Bliley Act. Bank holding
companies and foreign banks that meet the relevant qualifications may file
elections to become financial holding companies at any time. The Company has
chosen not to become a financial holding company and remains a bank holding
company.
7
CAPITAL REQUIREMENTS
The Company and its subsidiary Banks must meet certain minimum capital
requirements mandated by the FRB, FDIC and DFI. These regulatory agencies
require BHCs and banks to maintain certain minimum ratios of primary capital to
total assets and total capital to total assets. The FRB requires BHCs to
maintain a minimum Tier 1 leverage ratio of 3 percent capital to total assets;
however, for all but the most highly rated institutions which do not anticipate
significant growth, the minimum Tier 1 leverage ratio is 3 percent plus an
additional cushion of 100 to 200 basis points. As of December 31, 2002, the
Company's leverage ratio of capital to total assets was 7.6%. The FRB and FDIC
each have approved the imposition of "risk-adjusted" capital ratios on BHCs and
financial institutions. The Company's Tier 1 Capital to Risk-Weighted Assets
Ratio was 11.9% and its Total Capital to Risk-Weighted Assets Ratio was 14.1% at
December 31, 2002. The Company's Banks had capital to asset ratios and
risk-adjusted capital ratios at December 31, 2001, in excess of the applicable
regulatory minimum requirements.
STATISTICAL DISCLOSURES
The following statistical data should be read in conjunction with Management's
Discussion and Analysis (Item 7), Selected Financial Data (Item 6) and the
Financial Statements and Supplementary Data (Item 8).
VOLUME/RATE ANALYSIS OF CHANGES IN NET INTEREST INCOME
The table on page 8a analyzes the change in net interest income due to rate and
volume. Changes due to both rate and volume have been allocated in proportion to
the absolute dollar value of rate and volume changes. The increase in net
interest income in 2002 over 2001 was primarily due to deposit rates decreasing
at a greater rate than the yield on earning assets. Volume of loans, securities
and deposits primarily account for the increase in net interest income of 2001
over 2000.
AVERAGE DEPOSITS
The table on page 8b discloses the average deposits for the Company for 2002,
2001 and 2000, and the maturity schedule of the over $100 certificates of
deposit at December 31, 2002.
MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES OF COMMERCIAL AND
CONSTRUCTION LOANS AT DECEMBER 31, 2002
Maturities and sensitivity to changes in interest rates of commercial and
construction loans at December 31, 2002 are disclosed in the table on page 8c.
ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
The table on page 8d discloses the allocation of the allowance for loan losses
to the major loan categories.
8
Volume/Rate Analysis of Changes in Net Interest Income
(Tax Equivalent Basis)
- ---------------------------------------------------------------------------------- ----------------------------------
2002 OVER 2001 2001 OVER 2000
- ---------------------------------------------------------------------------------- ----------------------------------
Volume Rate Total Volume Rate Total
Interest income
Loans $ (2,564) $ (7,740) $(10,304) $ 2,449 $ (2,713) $ (264)
Securities 2,823 (3,132) (309) (1,755) 90 (1,665)
Federal funds sold and money market funds (440) (972) (1,412) 1,409 (355) 1,054
Short-term investments (47) (28) (75) 3 3 6
- ---------------------------------------------------------------------------------- ----------------------------------
Total interest income (228) (11,872) (12,100) 2,106 (2,975) (869)
- ---------------------------------------------------------------------------------- ----------------------------------
Interest expense
Interest-bearing DDA, savings,
and money market accounts $ 841 $ (4,505) $ (3,664) $ 845 $ (3,573) $ (2,728)
Certificates of deposit (3,316) (8,854) (12,170) 278 (599) (321)
Borrowings 787 (489) 298 (362) (621) (983)
Trust preferred securities 30 (18) 12 -- -- --
- ---------------------------------------------------------------------------------- ----------------------------------
Total interest expense (1,658) (13,866) (15,524) 761 (4,793) (4,032)
- ---------------------------------------------------------------------------------- ----------------------------------
Change in net interest income $ 1,430 $ 1,994 3,424 $ 1,345 $ 1,818 3,163
-------------------- --------------------
Change in tax equivalent adjustment 142 484
- ---------------------------------------------------------------------------------- ----------------------------------
Change in net interest income before
tax equivalent adjustment $ 3,282 $ 2,679
- ---------------------------------------------------------------------------------- ----------------------------------
8a
Average Deposits
- ----------------------------------------------- ---------------------- ---------------------
2002 2001 2000
Amount Rate Amount Rate Amount Rate
- ----------------------------------------------- ---------------------- ---------------------
Demand $ 94,054 $ 85,317 $ 93,987
Interest Bearing Demand 236,802 1.06% 182,557 1.55% 216,303 3.52%
Savings 206,882 1.18 218,792 2.69 146,102 2.64
Certificates of Deposit 478,643 3.67 545,458 5.45 540,353 5.56
- ------------------------------------- ---------- ----------
Totals $1,016,381 2.45% $1,032,124 4.06% $ 996,745 4.60%
========== ========== ==========
As of December 31, 2002, certificates of deposit and other time deposits of $100
or more mature as follows:
3 months or less 4-6 months 6-12 months over 12 months Total
Amount $31,434 $8,033 $15,456 $38,269 $93,192
Percent 34% 9% 17% 40%
8b
Maturities and Sensitivity to Changes in Interest Rates of Commercial and
Construction Loans at December 31, 2002
- -----------------------------------------------------------------------------------------------------------------------
Due: Within 1 Year 1 - 5 Years Over 5 years Total
- -----------------------------------------------------------------------------------------------------------------------
Loan Type
Commercial and industrial $ 36,244 $ 31,070 $ 30,203 97,517
Agricultural production financing and other loans to farmers 18,409 4,894 1,802 25,105
Construction and development 29,490 569 4,928 34,987
- -----------------------------------------------------------------------------------------------------------------------
Totals $ 84,143 $ 36,533 $ 36,933 $157,609
- -----------------------------------------------------------------------------------------------------------------------
Percent 53% 23% 24% 100%
- -----------------------------------------------------------------------------------------------------------------------
Rate Sensitivity
Fixed Rate $ 20,099 $ 15,468 $ 5,204 $ 40,771
Variable Rate 89,515 26,371 952 116,838
- -----------------------------------------------------------------------------------------------------------------------
Totals $109,614 $ 41,839 $ 6,156 $157,609
- -----------------------------------------------------------------------------------------------------------------------
8c
Allocation of the Allowance for Loan Losses
2002 2001 2000 1999 1998
----------------- --------------- ---------------- --------------- ------------------
Percent Percent Percent Percent Percent
of loans of loans of loans of loans of loans
to total to total to total to total to total
December 31 Amount loans Amount loans Amount loans Amount loans Amount loans
- ------------------------------------------ --------------- ---------------- --------------- -----------------
Real estate
Residential $2,097 41% $2,159 43% $1,076 47% $ 598 46% $ 445 45%
Farm real estate 776 6 301 6 442 6 397 6 325 7
Commercial 2,715 21 2,453 20 1,004 16 829 15 765 18
Construction and
development 647 5 858 7 909 6 965 7 830 6
- ------------------------------------------ --------------------------------- --------------- -----------------
Total real estate 6,235 73 5,771 75 3,431 75 2,789 74 2,365 76
- ------------------------------------------ --------------------------------- --------------- -----------------
Commercial
Agribusiness 388 3 368 3 965 3 1,011 3 962 3
Other commercial 1,810 14 1,349 11 1,204 12 812 11 516 8
- ------------------------------------------ --------------------------------- --------------- -----------------
Total Commercial 2,198 17 1,717 14 2,169 15 1,823 14 1,478 11
- ------------------------------------------ --------------------------------- --------------- -----------------
Consumer 951 10 952 11 1,349 10 1,413 12 1,155 13
Unallocated 133 554 1,767 1,693 1,602
- ------------------------------------------ --------------------------------- --------------- -----------------
Total $9,517 100% $8,994 100% $8,716 100% $7,718 100% $6,600 100%
- ------------------------------------------ --------------------------------- --------------- -----------------
8d
INVESTMENT SECURITIES
The composition and maturity of the investment portfolio is depicted in the
table on page 8e.
Investment Securities
(Carrying Values at December 31)
Beyond
Within 10 Total
1 Year 2-5 Yrs 6-10 Yrs Years 2002
- --------------------------------------------------------------------------------------------
Available for sale
Federal agencies $ 5,871 $ 73,607 $ 1,005 $ -- $ 80,483
State and municipal 1,756 17,693 15,729 13,849 49,027
Mortgage-backed securities 0 3,652 34,340 156,498 194,490
Equity and other securities 5,339 6,142 -- 10,987 22,468
- --------------------------------------------------------------------------------------------
Total available for sale $ 12,966 $101,094 $ 50,971 $181,437 $346,468
============================================================================================
Weighted average yield* 6.44% 4.61% 4.93% 4.51% 4.67%
Held to Maturity
- --------------------------------------------------------------------------------------------
State and municipal $ 1,084 $ 1,307 $ 1,211 $ 375 $ 3,977
Other securities 698 698
- --------------------------------------------------------------------------------------------
Total held to maturity $ 1,084 $ 1,307 $ 1,909 $ 375 $ 4,675
============================================================================================
Weighted average yield* 6.26% 6.14% 6.54% 6.33% 6.35%
Amounts in the table above are based on scheduled maturity dates. Variable
interest rates are subject to change not less than annually based upon certain
interest rate indices. Expected maturities will differ from contractual
maturities because issuers may have the right to call or prepay obligations with
or without call or prepayment penalties.
As of December 31, 2002, there were no corporate bonds and other securities
which represent more than 10% of shareholders' equity.
*Adjusted to reflect income related to securities exempt from Federal income
taxes
8e
ITEM 2. PROPERTIES
- -------------------
(Dollars in Thousands)
MainSource Financial Group owns no physical properties. In February 2002, the
Company entered into a five-year lease of approximately 28,000 square feet of
space to be used as an operations center in Greensburg, Indiana. Its
subsidiaries own, or lease, all of the facilities from which they conduct
business. All leases are comparable to other leases in the respective market
areas and do not contain provisions detrimental to the Company or its
subsidiaries. The Company has 49 banking locations of which MainSource has 35,
Regional Bank has 6, and Capstone has 8. In addition, the Company operates five
insurance offices in Indiana and one in Kentucky. At December 31, 2002, the
Company had $19,258 invested in premises and equipment.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
The subsidiaries may be parties (both plaintiff and defendant) to ordinary
litigation incidental to the conduct of business. Management is presently not
aware of any material claims.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
No matters were submitted during the fourth quarter of 2002 to a vote of
security holders, through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
- --------------------------------------------------------------------------
The information required under this item is incorporated by reference to the
information provided in the "Shareholder Information" section on the inside back
cover page of the Company's Annual Report to Shareholders filed with this report
as Exhibit 13.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
The information required under this item is incorporated by reference to the
information provided on page 9 of the Company's Annual Report to Shareholders
filed with this report as Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ------------------------------------------------------------------------
The information required under this item is incorporated by reference to the
information provided on pages 10 through 21 of the Company's Annual Report to
Shareholders filed with this report as Exhibit 13.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- --------------------------------------------------------------------
The information required under this item is incorporated by reference to the
information provided on pages 18 and 19 of the Company's Annual Report to
Shareholders filed with this report as Exhibit 13.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ---------------------------------------------------
The financial statements and supplementary data required under this item are
incorporated herein by reference to the information provided on pages 22 through
39 of the Company's Annual Report to Shareholders filed with this report as
Exhibit 13.
9
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
- -------------------------------------------------------------
In connection with its audits for the three most recent fiscal years ended
December 31, 2002, there have been no disagreements with the Company's
independent certified public accountants on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure.
ITEM 14. CONTROLS & PROCEDURES
- -------------------------------
Within the 90-day period prior to the filing date of this report, an evaluation
was carried out under the supervision and with the participation of the
Company's management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934). Based on their evaluation, our Chief Executive Officer
and Chief Financial Officer have concluded that the Company's disclosure
controls and procedures are, to the best of their knowledge, effective to ensure
that information required to be disclosed by the Company in reports that it
files or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms. Subsequent to the date of their evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that there were no
significant changes in the Company's internal controls or in other factors that
could significantly affect its internal controls, including any corrective
actions with regard to significant deficiencies and material weaknesses.
PART IV
ITEM 15--EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
Included in
(a) 1. Financial statements Annual
Report
MainSource Financial Group and Subsidiaries
Report of Independent Auditors 22
Consolidated balance sheets at December 31, 2002 and 2001 23
Consolidated statements of income, years ended December 24
31, 2002, 2001 and 2000
Consolidated statements of shareholders' equity, years 25
ended December 31, 2002, 2001 and 2000
Consolidated statements of cash flows, years ended 26
December 31, 2002, 2001 and 2000
Notes to consolidated financial statements 27-39
(a) 2. Financial statement schedules
All schedules are omitted because they are not applicable or not
required, or because the required information is included in the consolidated
financial statements or related notes.
(a) 3. Exhibits:
3.1 Articles of Incorporation (incorporated by reference to
Exhibit 3 on Form 10-Q of the registrant for the six months ended June 30, 2002
filed August 14, 2002 with the Commission (Commission File Number 0-12422)).
3.2 Amended and Restated Bylaws dated April 28, 1998 (incorporated
by reference to Exhibit 3.2 to the Annual Report on Form 10-K of the registrant
for the fiscal year ended December 31,1998 filed March 29, 1999 with the
Commission (Commission File No. 0-12422)).
4.1 Form of Indenture dated as of December 12, 1997 between
Registrant and State Street Bank and Trust Company, as Trustee, with respect to
8.75% Subordinated Debentures due 2027 (incorporated by reference to Exhibit 4.1
to the Registration Statement on Form S-2 of the Registrant filed November 19,
1997 with the Commission (Registration No. 333-40579)).
4.2 Form of Subordinated Debenture Certificate (incorporated by
reference to such Certificate included as an exhibit to Exhibit 4.1 to the
Registration Statement on Form S-2 of the Registrant filed November 19, 1997
with the Commission (Registration No. 333-40579)).
4.3 Form of IUB Capital Trust Amended and Restated Trust Agreement
dated as of December 12, 1997 among the Registrant, as Depositor, State Street
Bank and Trust Company, as Property Trustee, Wilmington Trust Company, as
Delaware Trustee and the Administrative Trustees named therein (incorporated by
reference to Exhibit 4.5 to the Registration Statement on Form S-2 of the
Registrant filed November 19, 1997 with the Commission (Registration No.
333-40579)).
10
4.4 Form of Preferred Securities Guarantee Agreement dated as of
December 12, 1997 between the Registrant and State Street Bank and Trust Company
(incorporated by reference to Exhibit 4.7 to the Registration Statement on Form
S-2 of the Registrant filed November 19, 1997 with the Commission (Registration
No. 333-40579)).
4.5 Form of Agreement as to Expenses and Liabilities dated as of
December 12, 1997 between Registrant and IUB Capital Trust (incorporated by
reference to such Agreement included as an exhibit to Exhibit 4.5 to the
Registration Statement on Form S-2 of the Registrant filed November 19, 1997
with the Commission (Registration No. 333-40579)).
4.6. Indenture dated as of December 19, 2002 between the
Registrant, as issuer, and State Street Bank and Trust Company of Connecticut,
N.A., as trustee, re: floating rate junior subordinated deferrable interest
debentures due 2032.
4.7 Amended and Restated Declaration of Trust dated as of December
19, 2002 among State Street Bank and Trust Company of Connecticut, N.A., as
institutional trustee, the Registrant, as sponsor, and James L. Saner Sr.,
Donald A. Benziger and James M. Anderson, as administrators.
4.8 Guarantee Agreement dated as of December 19, 2002 between the
Registrant, and State Street Bank and Trust Company of Connecticut, N.A.
10.1 Form of Employment Agreement between the Registrant and James
L. Saner, Sr. (incorporated by reference to Annex A to the Proxy
Statement/Prospectus that is part of the Registration Statement on Form S-4
filed March 18, 1998 with the Commission (Registration No. 333-48057)).
10.2 Form of Executive Severance Agreement dated January 16, 2001
between the Registrant and James L. Saner, Sr. (incorporated by reference to
Exhibit 10.2 to the Annual Report on Form 10-K of the registrant for the fiscal
year ended December 31,2000 filed March 30, 2001 with the Commission (Commission
File No. 0-12422)).
10.3 Form of Executive Severance Agreement dated January 16, 2001
between the Registrant and Donald A. Benziger (incorporated by reference to
Exhibit 10.2 to the Annual Report on Form 10-K of the registrant for the fiscal
year ended December 31,2000 filed March 30, 2001 with the Commission (Commission
File No. 0-12422)).
10.4 Form of Executive Severance Agreement dated January 16, 2001
between the Registrant and John C. Parker.
13 2002 Annual report to Shareholders (Except for the pages and
information thereof expressly incorporated by reference in this Form 10-K, the
Annual Report to Shareholders is provided solely for the information of the
Securities and Exchange Commission and is not deemed "filed" as part of this
Form 10-K).
21 List of subsidiaries of the Registrant.
23.1 Consent of Crowe, Chizek and Company LLP
(b) Reports on Form 8-K
None
11
Pursuant to the requirements of Section 13 or 15(d) 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, on the 27th day of March,
2003.
MAINSOURCE FINANCIAL GROUP, INC.
/s/ James L. Saner, Sr.
------------------------------
James L. Saner, Sr., President
And Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
on Form 10-K has been signed by the following persons on behalf of the
registrant and in the capacities with the Company and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ Eric E. Anderson
- --------------------------------
Eric E. Anderson Director March 17, 2003
/s/ William G. Barron
- --------------------------------
William G. Barron Director March 17, 2003
/s/ Dale J. Deffner
- --------------------------------
Dale J. Deffner Director March 17, 2003
/s/ Don Dunevant
- --------------------------------
Don Dunevant Director March 17, 2003
/s/ Philip A. Frantz
- --------------------------------
Philip A. Frantz Director March 17, 2003
/s/ Rick S. Hartman
- --------------------------------
Rick S. Hartman Director March 17, 2003
/s/ Robert E. Hoptry
- --------------------------------
Robert E. Hoptry Director March 17, 2003
Chairman of the
Board
/s/ Edward J. Zoeller
- --------------------------------
Edward J. Zoeller Director March 17, 2003
/s/ James M. Anderson
- --------------------------------
James M. Anderson Controller & March 17, 2003
Principal
Accounting Officer
/s/ Donald A. Benziger
- --------------------------------
Donald A. Benziger Senior Vice March 17, 2003
President &
Chief Financial
Officer
/s/ James L. Saner, Sr.
- --------------------------------
James L. Saner, Sr. Director March 17, 2003
President & Chief
Executive Officer
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
CERTIFICATIONS FOR ANNUAL REPORT ON FORM 10-K
I, James L. Saner, Sr., certify that:
1) I have reviewed this annual report on Form 10-K of MainSource Financial
Group, Inc.;
2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6) The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 28, 2003
--------------
/s/ James L. Saner, Sr.
- -----------------------------------
[Signature]
President & Chief Executive Officer
- -----------------------------------
[Title]
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
CERTIFICATIONS FOR ANNUAL REPORT ON FORM 10-K
I, Donald A. Benziger, certify that:
1) I have reviewed this annual report on Form 10-K of MainSource Financial
Group, Inc.;
2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6) The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 28, 2003
--------------
/s/ Donald A. Benziger
- -----------------------------------------------
[Signature]
Senior Vice President & Chief Financial Officer
- -----------------------------------------------
[Title]