##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For The Quarterly Period EndedMarch 31, 2009
 Commission File Number0-16759
 FIRST FINANCIAL CORPORATION
  INDIANA
    
    35-1546989(State or other jurisdiction
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)One First Financial Plaza, Terre Haute, IN
    
    47807(Address of principal executive office)
    
    (Zip Code)
  (Registrants telephone number, including area code)
 Yes þ No o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 Yes o No þ




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##### 



Page No.PART I. Financial Information:Item 1. Financial Statements:Consolidated Balance Sheets
    
    
    3Consolidated Statements of Income
    
    
    4Consolidated Statements of Shareholders Equity
    
    
    5Consolidated Statements of Cash Flows
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    11Item 4. Controls and Procedures
    
    
    15PART II. Other Information:Item 1. Legal Proceedings
    
    
    15Item 1A. Risk Factors
    
    
    15Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    15Item 3. Defaults upon Senior Securities
    
    
    15Item 4. Submission of Matters to a Vote of Security Holders
    
    
    15Item 5. Other Information
    
    
    15Item 6. Exhibits
    
    
    16Signatures
    
    
    17Exhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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##### Table of Contents



PART I  Financial Information
 
 Financial Statements
  
   March 31,
    
    
    December 31,2009
    
    
    2008(unaudited)ASSETSCash and due from banks
    
    $
    51,267
    
    
    $
    67,298Federal funds sold and short-term investments
    
    
    
    
    
    
    9,530Securities available-for-sale
    
    
    600,777
    
    
    
    596,915Loans:Commercial, financial and agricultural
    
    
    495,701
    
    
    
    499,636Real estate  construction
    
    
    24,357
    
    
    
    26,137Real estate  mortgage
    
    
    641,855
    
    
    
    628,027Installment
    
    
    321,221
    
    
    
    302,977Lease financing
    
    
    1,777
    
    
    
    1,8781,484,911
    
    
    
    1,458,655Less:Unearned Income
    
    
    (107
    )
    
    
    (128
    )Allowance for loan losses
    
    
    (17,029
    )
    
    
    (16,280
    )1,467,775
    
    
    
    1,442,247Cedit card loans held-for-sale
    
    
    
    
    
    
    12,800Restricted Stock
    
    
    26,227
    
    
    
    26,227Accrued interest receivable
    
    
    12,132
    
    
    
    13,081Premises and equipment, net
    
    
    32,166
    
    
    
    32,145Bank-owned life insurance
    
    
    62,574
    
    
    
    62,107Goodwill
    
    
    7,102
    
    
    
    7,102Other intangible assets
    
    
    1,406
    
    
    
    1,512Other real estate owned
    
    
    3,397
    
    
    
    3,200Other assets
    
    
    29,024
    
    
    
    28,511TOTAL ASSETS
    
    $
    2,293,847
    
    
    $
    2,302,675LIABILITIES AND SHAREHOLDERS EQUITYDeposits:Noninterest-bearing
    
    $
    230,536
    
    
    $
    236,249Interest-bearing:Certificates of deposit of $100 or more
    
    
    207,467
    
    
    
    211,107Other interest-bearing deposits
    
    
    1,143,320
    
    
    
    1,116,1421,581,323
    
    
    
    1,563,498Short-term borrowings
    
    
    38,816
    
    
    
    21,500Other borrowings
    
    
    333,153
    
    
    
    385,153Other liabilities
    
    
    44,638
    
    
    
    45,680TOTAL LIABILITIES
    
    
    1,997,930
    
    
    
    2,015,831Shareholders equityCommon stock, $.125 stated value per share; 
Authorized shares-40,000,000
Issued shares-14,450,966
Outstanding shares-13,116,630 in 2009 and 13,116,630 in 2008
    
    
    1,806
    
    
    
    1,806Additional paid-in capital
    
    
    68,654
    
    
    
    68,654Retained earnings
    
    
    267,645
    
    
    
    263,115Accumulated other comprehensive income (loss)
    
    
    (8,403
    )
    
    
    (12,946
    )Treasury shares at cost-1,334,336 in 2009 and 1,334,336 in 2008
    
    
    (33,785
    )
    
    
    (33,785
    )TOTAL SHAREHOLDERS EQUITY
    
    
    295,917
    
    
    
    286,844TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    2,293,847
    
    
    $
    2,302,675
   3




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##### Table of Contents



Three Months EndedMarch 31,2009
    
    
    2008(unaudited)
    
    
    (unaudited)INTEREST INCOME:Loans, including related fees
    
    $
    22,907
    
    
    $
    25,776Securities:Taxable
    
    
    6,168
    
    
    
    5,997Tax-exempt
    
    
    1,641
    
    
    
    1,597Other
    
    
    470
    
    
    
    917TOTAL INTEREST INCOME
    
    
    31,186
    
    
    
    34,287INTEREST EXPENSE:Deposits
    
    
    6,204
    
    
    
    10,217Short-term borrowings
    
    
    143
    
    
    
    367Other borrowings
    
    
    4,376
    
    
    
    4,747TOTAL INTEREST EXPENSE
    
    
    10,723
    
    
    
    15,331NET INTEREST INCOME
    
    
    20,463
    
    
    
    18,956Provision for loan losses
    
    
    2,830
    
    
    
    1,925NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES
    
    
    17,633
    
    
    
    17,031NON-INTEREST INCOME:Trust and financial services
    
    
    1,014
    
    
    
    1,119Service charges and fees on deposit accounts
    
    
    2,497
    
    
    
    2,792Other service charges and fees
    
    
    1,532
    
    
    
    1,394Securities gains/(losses), net
    
    
    
    
    
    
    354Other-than-temporary impairment losses
    
    
    (2,979
    )
    
    
    Insurance commissions
    
    
    1,439
    
    
    
    1,559Gain on sales of mortgage loans
    
    
    576
    
    
    
    225Other
    
    
    667
    
    
    
    1,206TOTAL NON-INTEREST INCOME
    
    
    4,746
    
    
    
    8,649NON-INTEREST EXPENSE:Salaries and employee benefits
    
    
    10,180
    
    
    
    10,333Occupancy expense
    
    
    1,092
    
    
    
    1,049Equipment expense
    
    
    1,121
    
    
    
    1,113Other
    
    
    4,304
    
    
    
    3,929TOTAL NON-INTEREST EXPENSE
    
    
    16,697
    
    
    
    16,424INCOME BEFORE INCOME TAXES
    
    
    5,682
    
    
    
    9,256Provision for income taxes
    
    
    1,152
    
    
    
    2,306NET INCOME
    
    $
    4,530
    
    
    $
    6,950PER SHARE DATABasic and Diluted Earnings per Share
    
    $
    0.35
    
    
    $
    0.53Weighted average number of shares
outstanding (in thousands)
    
    
    13,117
    
    
    
    13,123
   4




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##### Table of Contents



AccoumulatedOtherCommon
    
    
    Additional
    
    
    Retained
    
    
    Comprehensive
    
    
    TreasuryStock
    
    
    Capital
    
    
    Earnings
    
    
    Income/(Loss)
    
    
    Stock
    
    
    TotalBalance, January 1, 2008
    
    $
    1,806
    
    
    $
    68,212
    
    
    $
    250,011
    
    
    $
    (5,181
    )
    
    $
    (33,156
    )
    
    $
    281,692Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    6,950
    
    
    
    
    
    
    
    
    
    
    
    6,950Change in net unrealized
gains/(losses) on securities
available for-sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,345
    
    
    
    
    
    
    
    5,345Change in net unrealized gains/
(losses) on retirement plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    128
    
    
    
    
    
    
    
    128Total comprehensive income/(loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,423Treasury stock purchase
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (887
    )
    
    
    (887
    )Balance, March 31, 2008
    
    $
    1,806
    
    
    $
    68,212
    
    
    $
    256,961
    
    
    $
    292
    
    
    $
    (34,043
    )
    
    $
    293,228Balance, January 1, 2009
    
    $
    1,806
    
    
    $
    68,654
    
    
    $
    263,115
    
    
    $
    (12,946
    )
    
    $
    (33,785
    )
    
    $
    286,844Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    4,530
    
    
    
    
    
    
    
    
    
    
    
    4,530Change in net unrealized
gains/(losses) on securities
available for-sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,452
    
    
    
    
    
    
    
    4,452Change in net unrealized gains/
(losses) on retirement plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91
    
    
    
    
    
    
    
    91Total comprehensive income/(loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,073Treasury stock purchase
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, March 31, 2009
    
    $
    1,806
    
    
    $
    68,654
    
    
    $
    267,645
    
    
    $
    (8,403
    )
    
    $
    (33,785
    )
    
    $
    295,917
   5




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##### Table of Contents



Three Months EndedMarch 31,2009
    
    
    2008(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net Income
    
    $
    4,530
    
    
    $
    6,950Adjustments to reconcile net income to net cash
provided by operating activities:Net amortization (accretion) of premiums and discounts on investments
    
    
    (788
    )
    
    
    (680
    )Provision for loan losses
    
    
    2,830
    
    
    
    1,925Securities (gains) losses
    
    
    2,979
    
    
    
    (354
    )Gain on sale of other real estate
    
    
    (63
    )
    
    
    (55
    )Depreciation and amortization
    
    
    910
    
    
    
    850Other, net
    
    
    1,952
    
    
    
    2,616NET CASH FROM OPERATING ACTIVITIES
    
    
    12,350
    
    
    
    11,252CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from sales of securities available-for-sale
    
    
    0
    
    
    
    354Proceeds from sales of restricted stock
    
    
    0
    
    
    
    2,387Calls, maturities and principal reductions on securities available-for-sale
    
    
    25,848
    
    
    
    26,048Purchases of securities available-for-sale
    
    
    (24,481
    )
    
    
    (69,139
    )Loans made to customers, net of repayment
    
    
    (16,182
    )
    
    
    14,197Proceeds from sales of other real estate owned
    
    
    490
    
    
    
    566Net change in federal funds sold
    
    
    9,530
    
    
    
    (37,456
    )Additions to premises and equipment
    
    
    (825
    )
    
    
    (307
    )NET CASH FROM INVESTING ACTIVITIES
    
    
    (5,620
    )
    
    
    (63,350
    )CASH FLOWS FROM FINANCING ACTIVITIES:Net change in deposits
    
    
    17,825
    
    
    
    62,929Net change in short-term borrowings
    
    
    17,316
    
    
    
    (1,315
    )Dividends paid
    
    
    (5,902
    )
    
    
    (5,785
    )Purchase of treasury stock
    
    
    0
    
    
    
    (887
    )Proceeds from other borrowings
    
    
    20,000Repayments on other borrowings
    
    
    (72,000
    )
    
    
    (5,000
    )NET CASH FROM FINANCING ACTIVITIES
    
    
    (22,761
    )
    
    
    49,942NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    (16,031
    )
    
    
    (2,156
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    67,298
    
    
    
    70,082CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    51,267
    
    
    $
    67,926
   6




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##### Table of Contents



Significant Accounting Policies
  Allowance for Loan Losses
  March 31,2009
    
    
    2008Balance at beginning of quarter
    
    $
    16,280
    
    
    $
    15,351Provision for loan losses
    
    
    2,830
    
    
    
    1,925Recoveries of loans previously charged off
    
    
    608
    
    
    
    628Loans charged off
    
    
    (2,689
    )
    
    
    (2,461
    )Balance at end of quarter
    
    $
    17,029
    
    
    $
    15,443
  March 31,
    
    
    December 31,2009
    
    
    2008Impaired Loans with related allowance for loan losses calculated under SFAS No. 114
    
    $
    17,462
    
    
    $
    16,959Impaired Loans with no related allowance for loan losses
    
    
    
    
    
    
    $
    17,462
    
    
    $
    16,959
  Securities
  (000s)March 31, 2009
    
    
    December 31, 2008Amortized Cost
    
    
    Fair Value
    
    
    Amortized Cost
    
    
    Fair ValueUnited States Government entity mortgage-backed securities
    
    $
    354,727
    
    
    $
    368,567
    
    
    $
    354,456
    
    
    $
    365,631Collateralized Mortgage Obligations
    
    
    66,914
    
    
    
    68,874
    
    
    
    68,838
    
    
    
    70,227State and Municipal Obligations
    
    
    144,339
    
    
    
    148,238
    
    
    
    143,224
    
    
    
    143,841Corporate Obligations
    
    
    28,555
    
    
    
    9,351
    
    
    
    31,586
    
    
    
    10,633Equity Securities
    
    
    5,659
    
    
    
    5,747
    
    
    
    5,649
    
    
    
    6,583$
    600,194
    
    
    $
    600,777
    
    
    $
    603,753
    
    
    $
    596,915
   7




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##### Table of Contents



Fair Value
       Fair Value Measurements UsingMarch 31,
    
    
    December 31,2009
    
    
    2008Securities available-for-sale (1)Level 1
    
    $
    2,015
    
    
    $
    2,827Level 2
    
    
    591,601
    
    
    
    586,094Level 3
    
    
    7,161
    
    
    
    7,994Carrying Value
    
    $
    600,777
    
    
    $
    596,915
 (1)
    
    The fair value of securities reported using Level 3 inputs include certain investments in bank
equities and collateralized debt obligations for which Level 1 and Level 2 inputs are not
available.  8




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##### Table of Contents



Fair Value Measurements Using SignificantUnobservable Inputs (Level 3)March 31,
    
    
    March 312009
    
    
    2008Beginning Balance
    
    $
    7,994
    
    
    $
    33,745Total gains or losses (realized/unrealized)
    
    
    (781
    )
    
    
    (1,674
    )Purchase
    
    
    
    
    
    
    Settlements
    
    
    
    
    
    
    Paydowns and Maturities
    
    
    (52
    )
    
    
    (238
    )Transfers into Level 3
    
    
    
    
    
    
    Ending Balance
    
    $
    7,161
    
    
    $
    31,833
   Short-Term Borrowings
  (000s)March 31,
    
    
    December 31,2009
    
    
    2008Federal Funds Purchased
    
    $
    15,627
    
    
    $
    1,111Repurchase Agreements
    
    
    20,071
    
    
    
    19,405Note Payable  U.S. Government
    
    
    3,118
    
    
    
    984$
    38,816
    
    
    $
    21,500
 Other Borrowings
  (000s)March 31,
    
    
    December 31,2009
    
    
    2008FHLB Advances
    
    $
    326,553
    
    
    $
    378,553City of Terre Haute, Indiana economic development revenue bonds
    
    
    6,600
    
    
    
    6,600$
    333,153
    
    
    $
    385,153
  9




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Components of Net Periodic Benefit Cost
 Three Months Ended March 31,(000s)Post-RetirementPension Benefits
    
    
    Health Benefits2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    768
    
    
    $
    758
    
    
    $
    27
    
    
    $
    31Interest cost
    
    
    693
    
    
    
    727
    
    
    
    60
    
    
    
    60Expected return on plan assets
    
    
    (910
    )
    
    
    (823
    )
    
    
    
    
    
    
    Amortization of transition obligation
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    15Net amortization of prior service cost
    
    
    (5
    )
    
    
    (5
    )
    
    
    
    
    
    
    Net amortization of net (gain) loss
    
    
    116
    
    
    
    182
    
    
    
    0
    
    
    
    3Net Periodic Benefit Cost
    
    $
    662
    
    
    $
    839
    
    
    $
    102
    
    
    $
    109
 Employer Contributions
  8. New accounting standards
     10




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##### Table of Contents



Managements Discussion and Analysis of Financial Condition and Results of
Operations and Quantitative and Qualitative Disclosures About Market Risk
   Critical Accounting Policies
  Summary of Operating Results
   Net Interest Income
  Non-Interest Income
   11




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##### Table of Contents



Non-Interest Expenses
   Allowance for Loan Losses
  Non-performing Loans
  (000s)March 31,
    
    
    December 31,2009
    
    
    2008Non-accrual loans
    
    $
    24,183
    
    
    $
    12,486Restructured loans
    
    
    97
    
    
    
    98Accruing loans past due over 90 days
    
    
    5,173
    
    
    
    3,624$
    29,453
    
    
    $
    16,208Ratio of the allowance for loan losses
as a percentage of non-performing loans
    
    
    58
    %
    
    
    100
    %
  12




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##### Table of Contents



(000s)March 31,
    
    
    December 31,2009
    
    
    2008Non-accrual loans1-4 family residential
    
    $
    2,348
    
    
    $
    1,835Commercial loans
    
    
    20,310
    
    
    
    9,210Installment loans
    
    
    1,525
    
    
    
    1,441$
    24,183
    
    
    $
    12,486Past due 90 days or more1-4 family residential
    
    $
    1,036
    
    
    $
    1,495Commercial loans
    
    
    3,740
    
    
    
    1,582Installment loans
    
    
    397
    
    
    
    547$
    5,173
    
    
    $
    3,624
 Interest Rate Sensitivity and Liquidity
  Interest Rate Risk
     Basis Point
    
    Percentage Change in Net Interest IncomeInterest Rate Change
    
    12 months
    
    
    24 months
    
    
    36 monthsDown 200
    
    
    2.83
    %
    
    
    2.80
    %
    
    
    2.76
    %Down 100
    
    
    2.12
    
    
    
    2.09
    
    
    
    2.06Up 100
    
    
    0.21
    
    
    
    1.84
    
    
    
    4.06Up 200
    
    
    -0.62
    
    
    
    2.46
    
    
    
    7.04
   13




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##### Table of Contents



Liquidity Risk
  Financial Condition
  Capital Adequacy
  March 31, 2009
    
    
    December 31, 2008
    
    
    To Be Well CapitalizedTotal risk-based capitalCorporation
    
    
    17.78
    %
    
    
    17.32
    %
    
    
    N/AFirst Financial Bank
    
    
    17.54
    %
    
    
    17.11
    %
    
    
    10.00
    %Tier I risk-based capitalCorporation
    
    
    16.81
    %
    
    
    16.40
    %
    
    
    N/AFirst Financial Bank
    
    
    16.72
    %
    
    
    16.34
    %
    
    
    6.00
    %Tier I leverage capitalCorporation
    
    
    12.89
    %
    
    
    12.72
    %
    
    
    N/AFirst Financial Bank
    
    
    12.79
    %
    
    
    12.64
    %
    
    
    5.00
    %
  14




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##### Table of Contents



Controls and Procedures
  
 PART II  Other Information
 
 Legal Proceedings
  
 Risk Factors
  
 Unregistered Sales of Equity Securities and Use of Proceeds
     
 Defaults upon Senior Securities
  
 Submission of Matters to a Vote of Security Holders
  
 Other Information
   15




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##### Table of Contents



Exhibits
 Exhibit No.:
    
    Description of Exhibit:3.1
    
    
    Amended and Restated Articles of Incorporation of First Financial
Corporation, incorporated by reference to Exhibit 3(i) of the Corporations Form 10-Q
filed for the quarter ended September 30, 2002.3.2
    
    
    Code of By-Laws of First Financial Corporation, incorporated by reference to
Exhibit 3(ii) of the Corporations Form 10-Q filed for the quarter ended September 30,
2002.10.1
    
    
    Employment Agreement for Norman L. Lowery, dated March 25, 2009 and effective
January 1, 2009.10.2
    
    
    2001 Long-Term Incentive Plan of First Financial Corporation, incorporated by
reference to Exhibit 10.3 of the Corporations Form 10-Q filed for the quarter ended
September 30, 2002.10.3
    
    
    2009 Schedule of Director Compensation, incorporated by reference to Exhibit
10.3 of the Corporations Form 10-K filed for the fiscal year ended December 31, 2008.10.4
    
    
    2009 Schedule of Named Executive Officer Compensation, incorporated by
reference to the Corporations Form 10-K filed for the fiscal year ended December 31,
2008.31.1
    
    
    Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for
the quarter ended March 31, 2009 by Principal Executive Officer, dated May 8, 200931.2
    
    
    Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for
the quarter ended March 31, 2009 by Principal Financial Officer, dated May 8, 2009.32.1
    
    
    Certification, dated May 8, 2009, of Principal Executive Officer and
Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2005
on Form 10-Q for the quarter ended March 31, 2009.
  16




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##### Table of Contents



FIRST FINANCIAL CORPORATION
(Registrant)Date: May 8, 2009
    By:
    /s/ Donald E. SmithDonald E. Smith, ChairmanDate: May 8, 2009
    By:
    /s/ Norman L. LoweryNorman L. Lowery, Vice Chairman and CEODate: May 8, 2009
    By:
    /s/ Michael A. CartyMichael A. Carty, Treasurer and CFO  17




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##### Table of Contents



Exhibit No.:
    
    Description of Exhibit:3.1
    
    
    Amended and Restated Articles of Incorporation of First Financial
Corporation, incorporated by reference to Exhibit 3(i) of the Corporations Form 10-Q
filed for the quarter ended September 30, 2002.3.2
    
    
    Code of By-Laws of First Financial Corporation, incorporated by reference to
Exhibit 3(ii) of the Corporations Form 10-Q filed for the quarter ended September 30,
2002.10.1
    
    
    Employment Agreement for Norman L. Lowery, dated March 25, 2009 and effective
January 1, 2009.10.2
    
    
    2001 Long-Term Incentive Plan of First Financial Corporation, incorporated by
reference to Exhibit 10.3 of the Corporations Form 10-Q filed for the quarter ended
September 30, 2002.10.3
    
    
    2009 Schedule of Director Compensation, incorporated by reference to Exhibit
10.3 of the Corporations Form 10-K filed for the fiscal year ended December 31, 2008.10.4
    
    
    2009 Schedule of Named Executive Officer Compensation, incorporated by
reference to the Corporations Form 10-K filed for the fiscal year ended December 31,
2008.31.1
    
    
    Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for
the quarter ended March 31, 2009 by Principal Executive Officer, dated May 8, 200831.2
    
    
    Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for
the quarter ended March 31, 2009 by Principal Financial Officer, dated May 8, 2008.32.1
    
    
    Certification, dated May 8, 2009, of Principal Executive Officer and
Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2005
on Form 10-Q for the quarter ended March 31, 2009.
  18