-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MbY8lOyxegToN/4XiApAafJrtfgcjknWw6tBGft2Fw01hQWkWVfsE5RiVpinCYnm wks9tttHcAFL6WjD9/3Hfw== 0000034782-05-000041.txt : 20050629 0000034782-05-000041.hdr.sgml : 20050629 20050629162057 ACCESSION NUMBER: 0000034782-05-000041 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 1ST SOURCE CORP CENTRAL INDEX KEY: 0000034782 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 351068133 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06233 FILM NUMBER: 05924991 BUSINESS ADDRESS: STREET 1: 100 NORTH MICHIGAN STREET CITY: SOUTH BEND STATE: IN ZIP: 46601 BUSINESS PHONE: 5742352702 MAIL ADDRESS: STREET 1: P O BOX 1602 STREET 2: P O BOX 1602 CITY: SOUTH BEND STATE: IN ZIP: 46634 FORMER COMPANY: FORMER CONFORMED NAME: FBT BANCORP INC DATE OF NAME CHANGE: 19820818 11-K 1 corp11_k.txt 1ST SOURCE CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ___________ Commission File Number: 0-6233 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: 1st SOURCE CORPORATION EMPLOYEES' PROFIT SHARING PLAN and TRUST B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: 1st Source Corporation 100 N. Michigan Street South Bend, Indiana 46601 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. 1st SOURCE CORPORATION EMPLOYEES' PROFIT SHARING AND TRUST By the Plan Administrator 1st Source Corporation /s/ Dan L. Craft -------------------------------- Dan L. Craft, Senior Vice President Date: June 29, 2005 FINANCIAL STATEMENTS AND SCHEDULES 1st Source Corporation Employees' Profit Sharing Plan and Trust December 31, 2004 and 2003 And Year Ended December 31, 2004 1 1st Source Corporation Employees' Profit Sharing Plan and Trust Financial Statements and Supplemental Schedules December 31, 2004 and 2003, And for the Year Ended December 31, 2004 Contents Report of Independent Registered Public Accounting Firm........................1 Financial Statements Statements of Net Assets Available for Benefits................................2 Statement of Changes in Net Assets Available for Benefits......................3 Notes to Financial Statements..................................................4 Supplemental Schedules Schedule H, Line 4i - Schedule of Assets (Held at End of Year)................11 Report of Independent Registered Public Accounting Firm Human Resources Committee of the Board of Directors 1st Source Corporation We have audited the accompanying statements of net assets available for benefits of the 1st Source Corporation Employees' Profit Sharing Plan and Trust as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004, in conformity with U.S. generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying schedule of assets (held at end of year) as of December 31, 2004 is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. Chicago, Illinois June 27, 2005 1 1st Source Corporation Employees' Profit Sharing Plan and Trust Statements of Net Assets Available for Benefits December 31 2004 2003 ----------------------------------- Assets Cash and cash equivalents $ 971,090 $ 601,280 Investments at fair value: Mutual funds 47,179,412 39,341,657 1st Source Corporation common stock 34,319,512 30,209,790 1st Source Bank common trust fund 3,799,312 3,560,951 Participant notes receivable 835,884 690,361 ----------------------------------- Total investments 86,134,120 73,802,759 Employer contributions receivable 2,969,537 2,546,665 Accrued investment income 676 2,617 ----------------------------------- Net assets available for benefits $ 90,075,423 $ 76,953,321 =================================== See accompanying notes. 2 1st Source Corporation Employees' Profit Sharing Plan and Trust Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 2004 Additions Investment income: Interest $ 63,693 Dividends 1,602,063 ------------- 1,665,756 Contributions: Employer 2,969,958 Employees 3,755,904 ------------- 6,725,862 Net realized and unrealized appreciation in fair value of investments: 7,184,528 Total additions 15,576,146 Deductions Benefits paid to participants 2,454,044 Total deductions 2,454,044 ------------- Net increase 13,122,102 Net assets available for benefits: Beginning of year 76,953,321 ------------- End of year $ 90,075,423 ============= See accompanying notes. 3 1st Source Corporation Employees' Profit Sharing Plan and Trust Notes to Financial Statements December 31, 2004 1. DESCRIPTION OF THE PLAN GENERAL The 1st Source Corporation Employees' Profit Sharing Plan and Trust (the Plan) is a defined contribution plan covering substantially all employees of 1st Source Corporation and its subsidiaries, with the exception of Trustcorp Mortgage Company, (1st Source) who have completed one year of service in which the employee has worked 1,000 hours. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS AND VESTING Effective July 1, 2002 participants are permitted to designate up to 25% of their annual pre-tax compensation as a salary reduction contribution to the Plan (prior to that date participants were permitted to designate up to 15%). In addition, participants age 50 or older may elect to defer up to an additional $3,000 (in 2004) and $2,000 (in 2003) per year (called "catch-up contributions") to the plan. Provided net profits or retained earnings are sufficient, 1st Source will match employee salary reduction contributions one hundred percent (100%) for the first four percent (4%) of compensation that is deferred and fifty percent (50%) of any additional contributions up to six percent (6%) of compensation that is deferred. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers ten different fund options, one of which is the 1st Source Stock Fund, which primarily consists of 1st Source Corporation common stock. 1st Source matching contributions are invested directly in the 1st Source Stock Fund. In addition, 1st Source makes an annual, mandatory contribution to the plan based on 2% of participants' eligible annual compensation. This contribution is made to the Profit Sharing Mandatory Account of the Plan. The Profit Sharing Mandatory Account is invested in a diversified portfolio of investments as directed by 1st Source. In addition, the Executive Compensation and Human Resources Committee of the Board of Directors of 1st Source Corporation may authorize a contribution from consolidated net profits or retained earnings in excess of the minimum 401(k) matching contributions required by the Plan. This discretionary profit sharing contribution is made to the Profit Sharing Regular Account of the Plan. The Profit Sharing Regular Account is invested in a diversified portfolio of investments as directed by 1st Source. There was no discretionary match for 2004. 4 1st Source Corporation Employees' Profit Sharing Plan and Trust Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) CONTRIBUTIONS AND VESTING (CONTINUED) Vesting of participant contributions is immediate upon contribution to the Plan. Vesting of 1st Source contributions, both the match of the employee salary reduction contributions, the discretionary profit sharing contribution and the mandatory 2% contribution, is based on years of credited service. A participant is one hundred percent (100%) vested after five years of credited service or upon reaching early retirement age, normal retirement age, or disability. Each participant's account is credited with the participant's contribution and an allocation of (a) 1st Source's contribution, (b) Plan earnings, and (c) forfeitures of terminated participants' nonvested accounts. Allocations are based on participant compensation or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account balance. PARTICIPANT LOANS Participants may borrow from the Plan amounts not to exceed the lesser of one-half of the participant's vested account balance or $50,000. The loans are collateralized by the participant's vested account balance and bear interest at fixed rates of 1% above 1st Source Bank's (a wholly owned subsidiary of 1st Source Corporation) prime rate. The loans are repayable over five years except for loans used to acquire or construct a participant's principal residence in which case the repayment term may exceed five years. PAYMENT OF BENEFITS On termination of service, a participant may elect to receive either a lump-sum amount equal to the value of his or her vested account balance or periodic installments in accordance with Plan provisions. At December 31, 2004 and 2003, $1,897,793 and $1,748,546, respectively, of the net assets available for benefits at the end of the year has been allocated to participants who had effectively withdrawn from the Plan and requested distribution as of the end of those respective years, but had yet to receive their final distribution. 5 1st Source Corporation Employees' Profit Sharing Plan and Trust Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) PLAN TERMINATION Although it has not expressed any intention to do so, 1st Source Corporation has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in their accounts. The foregoing description of the Plan provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. Copies are available from the 1st Source Corporation Human Resources Division. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INVESTMENT VALUATION Investments are stated at fair value. Securities traded on a national securities exchange are valued at the average of the reported sales prices for the last five business days of the plan year; securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the average of the last reported bid and ask prices. The fair value of mutual funds and the Plan's participation in common/collective trust funds of 1st Source Bank are stated at the net asset value as reported by the funds on the last business day of the plan year. Loans to participants and short-term temporary investments are stated at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. USE OF ESTIMATES The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 6 1st Source Corporation Employees' Profit Sharing Plan and Trust Notes to Financial Statements (continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) CASH EQUIVALENTS All short-term investments with a maturity of less than 90 days are deemed to be cash equivalents. RECLASSIFICATIONS Certain reclassifications have been made to the prior year financial statements to conform with the current year presentation. 3. INVESTMENTS During 2004, the Plan's investments (including investments purchased, sold, as well as held during the year) appreciated in value by $7,184,528, including net realized losses of $107,458 as follows: 2004 ------------------------ NET APPRECIATION (DEPRECIATION) IN FAIR VALUE DURING THE YEAR ------------------------ 1st Source Corporation common stock $ 4,455,024 Mutual funds 2,951,893 1st Source Bank common trust funds (222,389) --------------------- $ 7,184,528 ===================== 7 1st Source Corporation Employees' Profit Sharing Plan and Trust Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The fair value of individual investments that represent 5% or more of the fair value of the Plan's net assets are as follows: 2004 2003 ------------------------- 1st Source Corporation common stock $34,319,512 $30,209,790 1st Source Monogram Income Fund 13,024,204 12,359,803 1st Source Monogram Diversified Equity Fund 8,399,933 6,252,351 1st Source Monogram Income Equity Fund 11,415,005 8,097,023 1st Source Monogram Special Equity Fund 5,304,207 6,807,081 Morgan Stanley Institutional International Equity Fund 6,817,552 4,189,758 4. NON-PARTICIPANT DIRECTED INVESTMENTS Information about the net assets and the significant components of the changes in net assets relating to the non-participant directed investment is as follows: December 31 2004 2003 ---------------- ------------------- NET ASSETS Cash and Cash Equivalents $ (25,405) $ 135,040 1st Source Corporation Common Stock 28,218,005 24,602,474 1st Source Corporation Mutual Funds 16,649,206 14,745,149 1st Source Bank Employee Benefit Guaranteed Income Fund 2,017,759 1,842,029 ---------------- ----------------- TOTAL NET ASSETS $ 46,859,564 $ 41,324,692 ================ ================= 8 1st Source Corporation Employees' Profit Sharing Plan and Trust Notes to Financial Statements (continued) 4. NON-PARTICIPANT DIRECTED INVESTMENTS (CONTINUED) Year Ended December 31, 2004 ----------------- CHANGES IN NET ASSETS Contributions $2,651,155 Investment income 986,871 Net realized/unrealized depreciation 3,139,891 Benefits paid to participants (1,243,045) ----------------- TOTAL CHANGES IN NET ASSETS: $5,534,872 ================= 5. TRANSACTIONS WITH PARTIES-IN-INTEREST The Plan held the following party-in-interest investments at fair value at December 31: 2004 2003 ----------- ----------- $34,319,512 $30,209,790 1st Source Corporation Common Stock 1st Source Monogram Income Fund 13,024,204 12,359,803 1st Source Monogram Income Equity Fund 11,415,005 8,097,023 1st Source Monogram Diversified Equity Fund 8,399,933 6,252,351 1st Source Monogram Special Equity Fund 5,304,207 6,807,081 1st Source Bank Employee Benefit Guaranteed Income Fund 6,817,552 3,560,951 1st Source Monogram Long/Short Fund 518,947 - All expenses incurred in administration of the Plan are paid by 1st Source Corporation. 6. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated June 24, 2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan, is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 9 1st Source Corporation Employees' Profit Sharing Plan and Trust Notes to Financial Statements (continued) 7. RISKS AND UNCERTAINTIES The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is likely that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of assets available for benefits. 10 1st Source Corporation Employees' Profit Sharing Plan and Trust Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2004 EIN: 35-1068133 Plan Number: 003
IDENTITY OF ISSUE, BORROWER, LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST FAIR VALUE ------------------------------------------------------------------------------------- ----------------------------- Common Stock: * 1st Source Corporation 1,334,974 shares $ 18,338,044 $ 34,319,512 ----------------------------- 18,338,044 34,319,512 Mutual Funds: American Century Benham Equity Fund 178,713 units 1,709,614 1,699,564 Morgan Stanley Institutional International Equity Fund A 324,800 units 5,913,597 6,817,552 * 1st Source Monogram Long/Short Fund 48,095 units 512,578 518,947 * 1st Source Monogram Income Fund 1,297,232 units 13,101,956 13,024,204 * 1st Source Monogram Income Equity Fund 852,331 units 9,341,215 11,415,005 * 1st Source Monogram Diversified Equity Fund 1,141,295 units 8,963,323 8,399,933 * 1st Source Monogram Special Equity Fund 611,789 units 5,874,527 5,304,207 ----------------------------- 45,416,810 47,179,412 Common Trust Funds: * 1st Source Bank Employee Benefit Guaranteed Income Fund 152,267 units 3,141,290 3,799,312 ----------------------------- 3,141,290 3,799,312 * Loans to Participants $835,884 principal amount, interest rates ranging 6.00% - 11.75%, maturities through 2017 - 835,884 ----------------------------- - 835,884 ----------------------------- $ 66,896,144 $ 86,134,120 =============================
* Indicates party-in-interest to the Plan. 11 EX-23.1 2 corp23_1.txt CONSENT Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1st Source Corporation Employees Profit Sharing Plan and Trust of our report dated June 27, 2005, with respect to the financial statements and schedule of the 1st Source Corporation Employees' Profit Sharing Plan and Trust included in this Annual Report (Form 11-K) for the year ended December 31, 2004. /s/Ernst & Young LLP Chicago Illinois June 27, 2005 -----END PRIVACY-ENHANCED MESSAGE-----