coversheet09032010.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): September 3, 2010
Commission File Number 0-17071
FIRST MERCHANTS CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA
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35-1544218
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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200 East Jackson Street
P.O. Box 792
Muncie, IN 47305-2814
(Address of principal executive offices, including zip code)
(765) 747-1500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 7.01 REGULATION FD DISCLOSURE
Michael Rechin, the Corporation’s President and Chief Executive Officer, and Mark K. Hardwick, the Corporation's Executive Vice President and Chief Financial Officer, are scheduled to present at the 2010 INVESTIndiana Equity Conference on Thursday, September 9 at 1:55 p.m. Eastern Time in Indianapolis. The presentation slides will be available on the Corporation’s website at www.firstmerchants.com/InvestorRelations. Attached as Exhibit 99.1 is the Press Release issued on September 3, 2010 regarding the conference and Exhibit 99.2 is a slide presentation that will be utilized during this presentation.
The presentation may contain forward-looking statements about the Corporation's relative business outlook. These forward-looking statements and all other statements contained in or made during the presentation that do not concern historical facts are subject to risks and uncertainties that may materially affect actual results.
Specific forward-looking statements include, but are not limited to, any indications regarding the financial services industry, the economy and future growth of the Corporation's balance sheet or income statement.
The information in this Current Report on Form 8-K, including Exhibit No. 99.2 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit 99.1 Press Release, dated September 3, 2010, issued by First Merchants Corporation
Exhibit 99.2 First Merchants Corporation Power Point Presentation, September 3, 2010
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
First Merchants Corporation
(Registrant)
By: /s/ Mark K. Hardwick
Mark K. Hardwick
Executive Vice President and Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Dated: September 3, 2010
EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press Release, dated September 3, 2010, issued by First Merchants Corporation
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99.2
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First Merchants Corporation Power Point Presentation, September 3, 2010
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pressrelease09032010.htm
N / E / W / S R / E / L / E / A / S / E
September 3, 2010
FOR IMMEDIATE RELEASE
For more information, contact:
David L. Ortega,
First Vice President/Director of Investor Relations
765-378-8937
http://www.firstmerchants.com
SOURCE: First Merchants Corporation, Muncie, Indiana
First Merchants Corporation to Present at the 2010 INVESTIndiana Equity Conference
First Merchants Corporation (NASDAQ – FRME) Michael Rechin, President and Chief Executive Officer and Mark Hardwick, Executive Vice President and Chief Financial Officer will present at the 2010 INVESTIndiana Equity Conference on Thursday, September 9 at 1:55 p.m. Eastern Time in Indianapolis.
On September 9th, interested investors may access the presentation materials by visiting the Investor Relations section at www.firstmerchants.com/InvestorRelations.
About First Merchants Corporation
First Merchants Corporation is a financial holding company headquartered in Muncie, Indiana. The Corporation is comprised of First Merchants Bank, N.A., which also operates as Lafayette Bank & Trust, A Division of First Merchants Bank, N.A., Commerce National Bank, A Division of First Merchants Bank, N.A., as well as First Merchants Trust Company, N.A., and First Merchants Insurance Group, a full-service property casualty, personal lines, and healthcare insurance agency.
First Merchants Corporation’s common stock is traded over-the-counter on the NASDAQ National Market System under the symbol FRME. Quotations are carried in daily newspapers and can be found on the company’s Internet web page (http://www.firstmerchants.com).
* * * *
presentationslides.htm
1
First Merchants Corporation
INVESTIndiana
Equity Conference
September 9, 2010
2
Michael C. Rechin
President
and Chief Executive Officer
Mark K. Hardwick
Executive Vice President
and Chief Financial Officer
3
Forward-Looking Statement
The Corporation may make forward-looking statements about its
relative business outlook. These forward-looking statements and all
other statements made during this meeting that do not concern
historical facts are subject to risks and uncertainties that may
materially affect actual results.
Specific forward-looking statements include, but are not limited to,
any indications regarding the financial services industry, the economy
and future growth of the balance sheet or income statement.
Please refer to our press releases, Form 10-Qs and 10-Ks concerning
factors that could cause actual results to differ materially from any
forward-looking statements.
4
§ First Merchants Corporation (NASDAQ: FRME), celebrating
its 117th anniversary, is the largest financial services
holding company headquartered in Central Indiana
§ FMC (holding company) organized in 1982
§ Founding bank proudly serving Indiana since 1893
§ Total assets at 6/30/10 of $4.2 billion
§ First Merchants Corporation operates 80 locations in 24
Indiana counties and 3 Ohio counties
FIRST MERCHANTS’ STORY
5
Vision
A financial services company focused on
building deep, lifelong client relationships
and providing maximum shareholder
value. We provide an environment where
customers can bank with their neighbors,
realizing that our business begins and
ends with people.
6
Mission
To deliver superior personalized solutions
to consumer and closely held commercial
clients in diverse community markets by
providing sound advice and products that
exceed customer expectations.
7
Executive Management Team
MICHAEL C. RECHIN
President and CEO
Prior to joining FMC in 2005, Mike
was Executive Vice President of
Corporate Banking for National City
Bank, managing its Indiana operations.
During his tenure with National City,
Mike had responsibility for all
commercial banking activities.
Mike is a graduate of Miami
University of Ohio with a Bachelors
degree in English and an MBA in
finance.
8
Executive Management Team
MARK K. HARDWICK
Executive Vice President
and CFO
Prior to joining FMC in 1997, Mark was
a senior accountant with BKD, LLP.
Mark is a graduate of Ball State
University with a Bachelors degree in
Accounting and an MBA and also is a
Certified Public Accountant.
9
MICHAEL J. STEWART
Executive Vice President and
Chief Banking Officer
Previous to joining FMC in 2008,
Mike spent 18 years with National City
Bank, most recently as Executive Vice
President of the Corporate Banking and
Sales Manager for the Regional Large
Corporate Group.
A graduate of Millikin University, with
a Bachelors degree in Finance and an
MBA.
Executive Management Team
10
Total Loans
§ Muncie - $1,011M
§ Indianapolis - $999M
§ Lafayette - $560M
§ Columbus - $493M
11
First Merchants Headquarters
Muncie, Indiana
First Merchants
Indianapolis, Indiana
12
“Strength of Big, Service of Small”
FIRST MERCHANTS’ STRATEGY
We specialize in our communities.
Deliver superior service with presence close to the customer for. . .
§ Retail Banking
§ Mortgage Banking
§ Small Business Banking
§ Commercial Banking
q Middle Market
q Agriculture
q Healthcare Services
q Real Estate
q Cash Management Services
§ Trust Services (Fiduciary, Custody)
§ Insurance Products
13
FIRST MERCHANTS’ CURRENT PLAN
§ Protect and Strengthen the Franchise
§ Short-Term - 1 to 2 years:
q Capital Preservation Plan
q Cultural and Process Initiatives
q Low-Capital Intensive Infrastructure Projects
§ Growth and Top-Tier Performance
§ Long-Term - 3 to 5 Years:
q Internal Growth -
• Build out the franchise in designated growth markets
• Build on community-based model in established markets
q External Growth - Acquisitions
14
FIRST MERCHANTS’ CURRENT PLAN
§ Navigate the current environment
§ Service-driven alternative to super-regional bank
competitors
§ Sustain and deploy low-cost deposit shares
§ Build out growth markets of Indianapolis,
Indiana, and Columbus, Ohio
§ Gain the efficiencies of a single charter banking
company (combinations effective September
2009)
15
TACTICAL ACTION PLAN AND
BUSINESS STRATEGY
§ Credit Cycle Challenge
§ NPA Management
§ Accelerate workout process to maximize resolutions
§ Loan resolution and OREO liquidations managed
centrally
§ Capital Mix Challenge
§ Registered direct placement: 4.2MM shares raised
$24.5MM, March 2010
§ CPP Preferred to Trust Preferred Exchange created
$10M gain in 2nd quarter
§ Total risk-based capital 14.72% vs. TCE 5.88%
16
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Established Markets
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High-Growth Markets
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Client Demographics
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§ Aging
§ Middle-income and lower
§ Basic product orientation
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§ Middle-income and higher
§ Greater propensity towards
investment, wealth management,
and insurance needs
§ Diversified employment base,
including strong service sector
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Client Focus
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§ Long-term consumer clients
§ Serves business clients
§ Retail convenience
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§ Small business and middle-market
client orientation
§ Commercial and Industrial services
§ Retail banking centers support the
development of broad relationships
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Deposit Market
Share
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§ Enjoy top deposit market
share in served counties
§ Low-cost core deposit providers
§ Usually >25% share
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§ Retail build out in progress
§ Usually <10% share
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MARKET SEGMENTATION
17
INDIANAPOLIS / COLUMBUS STRATEGY
§ Organic growth opportunities with improved
segment penetration and branding
§ Deployment of rural deposit base into growth
markets creates optimal margin structure
§ Creates franchise value
§ Continuously assess operating efficiencies
18
§ Population 2008: 1,915,664*
§ Population 2013 Projection:
2,023,886*
§ 12th largest city in the U.S.
§ 29th largest metropolitan area in the
U.S. Indianapolis
§ Between 1990-2000 Indianapolis-
Carmel metro grew at a faster pace
(11.1% growth) than Indiana (4.4%
growth) and the U.S. (7.2% growth)
*U.S. Census Bureau and Applied Geographic Solutions
**U.S. Depart. of Commerce, Census of Manufacturers, 2006 Ewing
Marion Kauffman Foundation, 2007 New Economy
***INcontext May 2008
INDIANAPOLIS
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§ Population 2008: 1,773,120
§ Population 2015 Projection:
1,911,154
§ 16th largest city in the U.S.
§ 32nd largest metropolitan area
*24-7 PressRelease
§ Columbus economy expected to resume economic
growth in 2010*
COLUMBUS
20
County
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Region
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Market Position
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Market %
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$$ Deposits
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Delaware County, IN
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Muncie
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1
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46.39%
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$752,341
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Jasper County, IN
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Lafayette
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1
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29.11%
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159,603
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Jay County, IN
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Muncie
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1
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43.50%
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112,573
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Union County, IN
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Muncie
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1
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63.41%
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58,953
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White County, IN
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Lafayette
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1
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34.15%
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147,166
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Adams County, IN
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Muncie
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2
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23.21%
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212,911
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Clinton County, IN
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Lafayette
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2
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18.87%
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80,522
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Hendricks County, IN
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Indianapolis
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2
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13.39%
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236,400
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Tippecanoe County, IN
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Lafayette
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2
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21.30%
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438,258
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Wabash County, IN
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Muncie
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2
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20.93%
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75,875
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Brown County, IN
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Indianapolis
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3
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23.62%
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25,752
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Madison County, IN
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Indianapolis
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3
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17.12%
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265,592
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Randolph County, IN
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Muncie
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3
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19.95%
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85,109
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Carroll County, IN
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Lafayette
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4
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14.46%
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37,186
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Fayette County, IN
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Muncie
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4
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11.13%
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32,803
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Montgomery County, IN
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Lafayette
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4
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10.85%
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63,837
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Henry County, IN
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Muncie
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5
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11.04%
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69,603
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Johnson County, IN
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Indianapolis
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5
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10.16%
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160,405
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Miami County, IN
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Muncie
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5
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7.30%
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29,507
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Morgan County, IN
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Indianapolis
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5
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7.40%
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58,073
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Sub Total $3,102,469
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FMC Total $3,724,111
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FDIC Data June 30, 2009
Key FMC Deposit Market Shares
$000’s
21
2nd Quarter 2010 Highlights
§ Second quarter earnings of $.35 per common share
§ Successful exchange of CPP Preferred Stock to Trust
Preferred Securities contributing to a Tangible Common
Equity Ratio of 5.88%
§ Quarterly normalized pre-tax, pre-provision earnings
remains strong at $16.8M
§ Quarterly operating expense levels declined by $3.8M
from last year to $34.3M
§ Loan loss reserve ample for projected future losses at
2.84% of total loans
22
2008 2009 Q1-’10 Q2-’10
1. Investments $ 482 $ 563 $ 639 $ 6
46
2. Loans 3,722 3,278 3,138 3,059
3. Allowance (50) (92) (89) (87)
4. CD&I & Goodwill 166 159 158 156
5. BOLI 93 95 95 96
6. Other 371 478 435 313
7. Total Assets $4,784 $4,481 $4,376 $4,183
($ in Millions)
TOTAL ASSETS
23
2008 2009 Q1-’10 Q2-’10
1. Customer Non-Maturity
Deposits $1,858 $2,042 $2,000 $1,976
2. Customer Time Deposits 1,384 1,220 1,167 1,090
3. Brokered Deposits 477 275 231 195
4. Borrowings 507 339 320 292
5. Other Liabilities 51 30 58 31
6. Hybrid Capital 111 111 111 142
7. Preferred Stock (CPP) - 112 113 68
8. Common Equity 396 352 376 389
9. Total Liabilities and Capital $4,784 $4,481 $4,376 $4,183
($ in Millions)
TOTAL LIABILITIES AND CAPITAL
24
2008 2009 Q1-’10 Q2-’10
1. Net Interest Income-FTE $133.1 $159.1 $37.8 $37.7
2. Non Interest Income1 38.5 46.5 11.7 11.0
3. Non Interest Expense2 106.0 134.7 31.0 31.9
4. Pre-Tax Pre-Provision Earnings $ 65.6 $ 70.9 $18.5 $16.8
5. Provision (28.2) (122.2) (13.9) (15.0)
6. Adjustments (5.0) (12.1) (2.3) (2.6)
7. Taxes - FTE (11.8) 22.7 (0.7) 0.4
8. Gain on Exchange of Preferred Stock
for Trust Preferred Debt - - - 10.1
9. CPP Dividend - (5.0) (1.5)<
font style="FONT-SIZE: 15pt; COLOR: #000000; FONT-FAMILY: Arial"> (1.4)
10. Net Income Avail. for Common Stockholders $20.6 ($45.7) $.1 $ 8.3
11. EPS $1.14 ($2.17) $.01 $ .35
1Adjusted for Bond Gains & Losses and one-time mortgage sale
2Adjusted for the FDIC Special Assessment, FHLB Prepayment Penalties & OREO
Expense & Credit-Related Professional Services
($ in Millions)
EARNINGS
25
2008 2009 Q1-’10 Q2-’10
1. Investments $ 482 $ 563 $ 639 $ 6
46
2. Loans 3,722 3,278 3,138 3,059
3. Allowance (50) (92) (89) (87)
4. CD&I & Goodwill 166 159 158 156
5. BOLI 93 95 95 96
6. Other 371 478 435 313
7. Total Assets $4,784 $4,481 $4,376 $4,183
($ in Millions)
TOTAL ASSETS
26
($ in Millions)
CREDIT POLICY AND PORTFOLIO METRICS
§ Legal Lending Limit = $63.8
§ House Lending Limit = $20.0
§ Largest 25 Relationship
Commitments Average = $11.6
§ Shared National Credit
Commitments = $76.7
§ Shared National Credit
Outstandings = $50.5
27
Loan Composition (as of 6/30/10)
YTD Yield = 5.71%
Total = $3.1B
LOAN AND CREDIT DETAIL
28
Commercial Loan Concentration
(as of 6/30/2010)
*Other=Mining, Public Administration, Information Technology, Transportation and Warehousing,
Finance & Insurance, Hotel Services, Wholesale Trade and Other Services
Total = $2.1B
LOAN AND CREDIT DETAIL
29
Non-Accrual Loans (as of 6/30/10)
LOAN AND CREDIT DETAIL
30
($ in millions)
LOAN DELINQUENCY TRENDS
31
($ in millions)
OTHER REAL ESTATE OWNED
32
($ in millions)
TOTAL NON-PERFORMING ASSETS
33
ALLOWANCE COVERAGE TO NON-ACCRUAL LOANS
34
LOAN AND CREDIT DETAIL
*Annualized
YTD Charge-Off Composition (as of 6/30/10)
35
2008 2009 Q1-’10 Q2-’10
1. Investments $ 482 $ 563 $ 639 $ 6
46
2. Loans 3,722 3,278 3,138 3,059
3. Allowance (50) (92) (89) (87)
4. CD&I & Goodwill 166 159 158 156
5. BOLI 93 95 95 96
6. Other 371 478 435 313
7. Total Assets $4,784 $4,481 $4,376 $4,183
($ in Millions)
TOTAL ASSETS
36
INVESTMENT PORTFOLIO
(as of 6/30/10)
§ $646 Million Balance
§ Average duration - 3.9 years
§ Tax equivalent yield of 4.51%
§ No private label MBS exposure
§ Trust Preferred Pools with book balance of
$6.3 million and a market value of $1.4
million
§ Net unrealized gain of the entire portfolio
totals $19.4 million
37
2008 2009 Q1-’10 Q2-’10
1. Customer Non-Maturity
Deposits $1,858 $2,042 $2,000 $1,976
2. Customer Time Deposits 1,384 1,220 1,167 1,090
3. Brokered Deposits 477 275 231 195
4. Borrowings 507 339 320 292
5. Other Liabilities 51 30 58 31
6. Hybrid Capital 111 111 111 142
7. Preferred Stock (CPP) - 112 113 68
8. Common Equity 396 352 376 389
9. Total Liabilities and Capital $4,784 $4,481 $4,376 $4,183
($ in Millions)
TOTAL LIABILITIES AND CAPITAL
38
YTD Yield = 1.55%
Total = $3.3B
DEPOSITS (as of 6/30/10)
39
2008 2009 Q1-’10 Q2-’10
1. Customer Non-Maturity
Deposits $1,858 $2,042 $2,000 $1,976
2. Customer Time Deposits 1,384 1,220 1,167 1,090
3. Brokered Deposits 477 275 231 195
4. Borrowings 507 339 320 292
5. Other Liabilities 51 30 58 31
6. Hybrid Capital 111 111 111 142
7. Preferred Stock (CPP) - 112 113 68
8. Common Equity 396 352 376 389
9. Total Liabilities and Capital $4,784 $4,481 $4,376 $4,183
($ in Millions)
TOTAL LIABILITIES AND CAPITAL
40
2008 2009 Q1-’10 Q2-’10
1. Total Risk-Based
Capital Ratio 10.24% 13.04% 14.44% 14.72%
2. Tier 1 Risk-Based
Capital Ratio 7.71% 10.32% 11.65% 11.88%
3. Leverage Ratio 8.16% 8.20% 9.13% 9.21%
4. TCE/TCA 5.01% 4.54% 5.27% 5.88%
CAPITAL RATIOS
41
$3,463
$4,245
$3,956
$3,869
― Net Interest Margin
3.82%
3.90%
3.84%
3.74%
NET INTEREST MARGIN
42
2008 2009 Q1-’10 Q2-’10
1. Service Charges on Deposit
Accounts $13.0 $15.1 $ 3.3 $ 3.5
2. Trust Fees 8.0 7.4 2.1 2.0
3. Insurance Commission Income 5.8 6.4 2.0 1.5
4. Cash Surrender Value of Life Ins (0.3) 1.6 0.5 0.5
5. Gains on Sales Mortgage Loans 2.5 6.8 1.1 1.2
6. Securities Gains/Losses (2.1) 4.4 1.3 (0.1)
7. Other 9.5 9.5 2.7 2.3
8. Total $36.4 $51.2 $13.0 $10.9
9. Adjusted Non-Interest Income1 $38.5 $46.5 $11.7 $11.0
1Adjusted for Bond Gains & Losses and one-time mortgage sale
($ in Millions)
NON-INTEREST INCOME
43
NON-INTEREST EXPENSE
2008 2009 Q1-’10 Q2-’10
1. Salary & Benefits $63.0 $76.3 $17.6 $17.9
2. Premises & Equipment 14.4 17.9 4.7 3.9
3. Core Deposit Intangible 3.2 5.1 1.2 1.2
4. Professional Services 2.6 4.4 1.5 1.3
5. OREO/Credit-Related Expense 2.8 9.8 2.7 1.5
6. FDIC Expense 1.7 10.4 1.7 2.3
7. FHLB Prepayment Penalties - 1.9 - -
8. Outside Data Processing 4.1 6.2 1.3 1.3
9. Marketing 2.3 2.1 0.4 0.5
10. Other 14.7 17.5 3.6 4.4
11. Total $108.8 $151.6 $34.7 $34.3
12. Adjust Non-Interest Expense2 $106.0 $134.7 $31.0 $31.9
2Adjusted for the FDIC Special Assessment, FHLB Prepayment Penalties & OREO
Expense & Credit-Related Professional Services
($ in Millions)
44
CREDIT COSTS OVER TIME
45
2008 2009 Q1-’10 Q2-’10
1. Net Interest Income-FTE $133.1 $159.1 $37.8 $37.7
2. Non Interest Income1 38.5 46.5 11.7 11.0
3. Non Interest Expense2 106.0 134.7 31.0 31.9
4. Pre-Tax Pre-Provision Earnings $ 65.6 $ 70.9 $18.5 $16.8
5. Provision (28.2) (122.2) (13.9) (15.0)
6. Adjustments (5.0) (12.1) (2.3) (2.6)
7. Taxes - FTE (11.8) 22.7 (0.7) 0.4
8. Gain on Exchange of Preferred Stock
for Trust Preferred Debt - - - 10.1
9. CPP Dividend - (5.0) (1.5)<
font style="FONT-SIZE: 15pt; COLOR: #000000; FONT-FAMILY: Arial"> (1.4)
10. Net Income Avail. for Common Stockholders $20.6 ($45.7) $.1 $ 8.3
11. EPS $1.14 ($2.17) $.01 $ .35
1Adjusted for Bond Gains & Losses and one-time mortgage sale
2Adjusted for the FDIC Special Assessment, FHLB Prepayment Penalties & OREO
Expense & Credit-Related Professional Services
($ in Millions)
EARNINGS
46
VALUATION ATTRIBUTES
§ Well Capitalized, Well Positioned, Well Reserved
§ 3rd largest Indiana bank with energized &
experienced management team
§ Attractive long-term deposit market shares
§ Indianapolis momentum
§ State-of-the-industry technology with scalable
operations platform
§ $16.8M Pre-Tax Pre-Provision Quarterly Run Rate
§ Average daily share volume of 95,000
§ Currently trading at 85% of tangible book value
47
RESEARCH COVERAGE
§ FIG Partners
§ Howe Barnes Hoefer & Arnett
§ Macquarie Capital (USA), Inc.
§ Sandler O'Neill + Partners, L.P.
48
Contact Information
First Merchants Corporation common stock is
traded on the NASDAQ Global Select Market
under the symbol FRME.
Additional information can be found at
www.firstmerchants.com
Investor inquiries:
David L. Ortega
Investor Relations
Telephone: 765.378.8937
dortega@firstmerchants.com