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EX-32.1 - EXHIBIT 32.1 - FIRST FINANCIAL CORP /IN/thff-20200331x10qexx321.htm
EX-31.2 - EXHIBIT 31.2 - FIRST FINANCIAL CORP /IN/thff-20200331x10qexx312.htm
EX-31.1 - EXHIBIT 31.1 - FIRST FINANCIAL CORP /IN/thff-20200331x10qexx311.htm

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 Ended March 31, 2020
 
Commission File Number 0-16759
 
FIRST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter) 
INDIANA
35-1546989
(State or other jurisdiction
(I.R.S. Employer
incorporation or organization)
Identification No.)
 
 
One First Financial Plaza, Terre Haute, IN
47807
(Address of principal executive office)
(Zip Code)
 
 
(812)238-6000
 
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý  No  ¨.
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
Yes ý   No  ¨.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer 
¨
Accelerated filer
ý
Non-accelerated filer (Do not check if a smaller reporting company)
¨
Smaller reporting company
¨
Emerging growth company
¨
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No ý.
 
As of May 4, 2020, the registrant had outstanding 13,714,524 shares of common stock, without par value.
 



FIRST FINANCIAL CORPORATION
 
FORM 10-Q
 
INDEX 
 
 
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2


Part I – Financial Information
Item 1.
Financial Statements
FIRST FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except per share data)
 
March 31,
2020
 
December 31,
2019
 
   (unaudited)
ASSETS
 

 
 

Cash and due from banks
$
211,034

 
$
127,426

Federal funds sold
1

 
7,500

Securities available-for-sale
932,041

 
926,717

Loans:
 

 
 

  Commercial
1,567,340

 
1,584,447

  Residential
663,060

 
682,077

  Consumer
387,980

 
386,006

 
2,618,380

 
2,652,530

(Less) plus:
 

 
 

  Net deferred loan costs
4,257

 
3,860

  Allowance for loan losses
(21,063
)
 
(19,943
)
 
2,601,574

 
2,636,447

Restricted stock
15,400

 
15,394

Accrued interest receivable
17,098

 
18,523

Premises and equipment, net
63,140

 
62,576

Bank-owned life insurance
94,633

 
94,251

Goodwill
78,592

 
78,592

Other intangible assets
10,236

 
10,643

Other real estate owned
3,894

 
3,625

Other assets
34,771

 
41,556

TOTAL ASSETS
$
4,062,414

 
$
4,023,250

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 

 
 

Deposits:
 

 
 

  Non-interest-bearing
$
531,758

 
$
547,189

  Interest-bearing:
 

 
 

    Certificates of deposit exceeding the FDIC insurance limits
118,162

 
126,738

    Other interest-bearing deposits
2,641,311

 
2,601,430

 
3,291,231

 
3,275,357

Short-term borrowings
83,784

 
80,119

Other borrowings
27,494

 
30,973

Other liabilities
78,134

 
79,193

TOTAL LIABILITIES
3,480,643

 
3,465,642

 
 
 
 
Shareholders’ equity
 

 
 

Common stock, $.125 stated value per share;
 
 
 
Authorized shares-40,000,000
 
 
 
Issued shares-16,075,154 in 2020 and 16,055,466 in 2019
 
 
 
Outstanding shares-13,714,524 in 2020 and 13,741,825 in 2019
2,005

 
2,005

Additional paid-in capital
139,898

 
139,694

Retained earnings
504,236

 
492,055

Accumulated other comprehensive income/(loss)
6,001

 
(7,501
)
Less: Treasury shares at cost-2,360,630 in 2020 and 2,313,641 in 2019
(70,369
)
 
(68,645
)
TOTAL SHAREHOLDERS’ EQUITY
581,771

 
557,608

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
4,062,414

 
$
4,023,250

See accompanying notes. 

3


FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Dollar amounts in thousands, except per share data) 
 
Three Months Ended 
 March 31,
 
2020
 
2019
 
(unaudited)
 
(unaudited)
INTEREST INCOME:
 

 
 

Loans, including related fees
$
35,034

 
$
26,754

Securities:
 

 
 

Taxable
4,029

 
3,681

Tax-exempt
1,938

 
1,867

Other
402

 
314

TOTAL INTEREST INCOME
41,403

 
32,616

INTEREST EXPENSE:
 

 
 

Deposits
4,530

 
2,817

Short-term borrowings
267

 
323

Other borrowings
256

 
50

TOTAL INTEREST EXPENSE
5,053

 
3,190

NET INTEREST INCOME
36,350

 
29,426

Provision for loan losses
2,690

 
1,470

NET INTEREST INCOME AFTER PROVISION
 

 
 

FOR LOAN LOSSES
33,660

 
27,956

NON-INTEREST INCOME:
 

 
 

Trust and financial services
1,534

 
1,204

Service charges and fees on deposit accounts
2,998

 
2,624

Other service charges and fees
3,330

 
3,114

Securities gains (losses), net
194

 
(4
)
Gain on sales of mortgage loans
698

 
420

Other
341

 
278

TOTAL NON-INTEREST INCOME
9,095

 
7,636

NON-INTEREST EXPENSE:
 

 
 

Salaries and employee benefits
15,972

 
12,755

Occupancy expense
1,929

 
1,815

Equipment expense
2,461

 
1,817

FDIC Expense
(230
)
 
140

Other
7,422

 
7,166

TOTAL NON-INTEREST EXPENSE
27,554

 
23,693

INCOME BEFORE INCOME TAXES
15,201

 
11,899

Provision for income taxes
3,020

 
2,217

NET INCOME
12,181

 
9,682

OTHER COMPREHENSIVE INCOME (LOSS)
 

 
 

Change in unrealized gains/(losses) on securities, net of reclassifications and taxes
13,098

 
10,224

Change in funded status of post retirement benefits, net of taxes
404

 
303

COMPREHENSIVE INCOME
$
25,683

 
$
20,209

PER SHARE DATA
 

 
 

Basic and Diluted Earnings per Share
$
0.89

 
$
0.79

Weighted average number of shares outstanding (in thousands)
13,740

 
12,282

See accompanying notes.

4


FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Three Months Ended
March 31, 2020, and 2019
(Dollar amounts in thousands, except per share data)
(Unaudited)
 
 
Common
Stock
 
Additional
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income/(Loss)
 
Treasury
Stock
 
Total
Balance, January 1, 2019
$
1,824

 
$
76,774

 
$
456,716

 
$
(23,454
)
 
$
(69,159
)
 
$
442,701

Net income

 

 
9,682

 

 

 
9,682

Other comprehensive income

 

 

 
10,527

 

 
10,527

Omnibus Equity Incentive Plan
1

 
200

 

 

 

 
201

Treasury shares purchased (7,866 shares)

 

 

 

 
(315
)
 
(315
)
Balance, March 31, 2019
$
1,825

 
$
76,974

 
$
466,398

 
$
(12,927
)
 
$
(69,474
)
 
$
462,796

 
 
 
 
 
 
 
 
 
 
 
 
Balance, January 1, 2020
$
2,005

 
$
139,694

 
$
492,055

 
$
(7,501
)
 
$
(68,645
)
 
$
557,608

Net income

 

 
12,181

 

 

 
12,181

Other comprehensive income

 

 

 
13,502

 

 
13,502

Omnibus Equity Incentive Plan

 
204

 

 

 

 
204

Treasury shares purchased (46,989 shares)

 

 

 

 
(1,724
)
 
(1,724
)
Balance, March 31, 2020
$
2,005

 
$
139,898

 
$
504,236

 
$
6,001

 
$
(70,369
)
 
$
581,771

See accompanying notes.























 
 
 
 
 
 
 
 
 
 
 
 






5


FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands, except per share data)  
 
Three Months Ended 
 March 31,
 
2020
 
2019
 
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
 

 
 

Net Income
$
12,181

 
$
9,682

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Net amortization (accretion) of premiums and discounts on investments
1,462

 
900

Provision for loan losses
2,690

 
1,470

Securities (gains) losses
(194
)
 
4

Gain on sales of mortgage loans
(698
)
 
(420
)
(Gain) Loss on sale of other real estate
23

 
8

Restricted stock compensation
204

 
201

Depreciation and amortization
1,400

 
1,000

Other, net
8,611

 
1,185

NET CASH FROM OPERATING ACTIVITIES
25,679

 
14,030

CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Proceeds from sales of securities available-for-sale
27,604

 

Calls, maturities and principal reductions on securities available-for-sale
46,517

 
27,321

Purchases of securities available-for-sale
(63,516
)
 
(16,214
)
Loans made to customers, net of repayment
33,764

 
(30,828
)
Purchase of restricted stock
(6
)
 
(22
)
Proceeds from sales of other real estate owned
44

 
13

Net change in federal funds sold
7,499

 
(2,000
)
Additions to premises and equipment
(1,557
)
 
(309
)
NET CASH FROM INVESTING ACTIVITIES
50,349

 
(22,039
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Net change in deposits
16,281

 
(17,171
)
Net change in short-term borrowings
3,665

 
(13,008
)
Maturities of other borrowings
(5,000
)
 
(92,000
)
Proceeds from other borrowings
1,500

 
117,000

Purchase of treasury stock
(1,724
)
 
(315
)
Dividends paid
(7,142
)
 
(6,258
)
NET CASH FROM FINANCING ACTIVITIES
7,580

 
(11,752
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
83,608

 
(19,761
)
CASH AND DUE FROM BANKS, BEGINNING OF PERIOD
127,426

 
74,388

CASH AND DUE FROM BANKS, END OF PERIOD
$
211,034

 
$
54,627

See accompanying notes.


6


FIRST FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
The accompanying March 31, 2020 and 2019 consolidated financial statements are unaudited. The December 31, 2019 consolidated financial statements are as reported in the First Financial Corporation (the “Corporation”) 2019 annual report. The information presented does not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. The following notes should be read together with notes to the consolidated financial statements included in the 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2019

1.
Significant Accounting Policies
 
The significant accounting policies followed by the Corporation and its subsidiaries for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. All adjustments which are, in the opinion of management, necessary for a fair statement of the results for the periods reported have been included in the accompanying consolidated financial statements and are of a normal recurring nature. The Corporation reports financial information for only one segment, banking. Some items in the prior year financials were reclassified to conform to the current presentation.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law. It contains substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The CARES Act also includes a range of other provisions designed to support the U.S. economy and mitigate the impact of COVID-19 on financial institutions and their customers, including through the authorization of various programs and measures that the U.S. Department of the Treasury, the Small Business Administration, the Federal Reserve Board, and other federal banking agencies may or are required to implement. Further, in response to the COVID-19 outbreak, the Federal Reserve Board has implemented or announced a number of facilities to provide emergency liquidity to various segments of the U.S. economy and financial market.

 The CARES Act includes a provision that permits a financial institution to elect to suspend temporarily troubled debt restructuring accounting under ASC Subtopic 310-40 in certain circumstances (“section 4013”). To be eligible under section 4013, a loan modification must be (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020. In response to this section of the CARES Act, the federal banking agencies issued a revised interagency statement on April 7, 2020 that, in consultation with the Financial Accounting Standards Board, confirmed that for loans not subject to section 4013, short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not troubled debt restructurings under ASC Subtopic 310-40. This includes short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented.

The Omnibus Equity Incentive Plan is a long-term incentive plan that was designed to align the interests of participants with the interests of shareholders. Under the plan, awards may be made based on certain performance measures. The grants are made in restricted stock units that are subject to a vesting schedule. These shares vest over 3 years in increments of 33%, 33%, and 34% respectively. For the three months ended 2020 and 2019, 19,688 and 19,783 shares were awarded, respectively. These shares had a grant date value of $837 thousand and $841 thousand for 2020 and 2019, vest over three years, and their grant is not subject to future performance measures. Outstanding shares are increased at the award date for the total shares awarded.

The extent to which the COVID-19 pandemic impacts the Corporation’s business, liquidity, asset valuations, results of operations, and financial condition, as well as its regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic. Moreover, the effects of the COVID-19 pandemic may have a material adverse effect on all or a combination of valuation impairments on the Corporation's intangible assets, investments, loans, or deferred tax assets.



7



2.
Allowance for Loan Losses

The following table presents the activity of the allowance for loan losses by portfolio segment for the three months
ended March 31. 
Allowance for Loan Losses:
 
March 31, 2020
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Beginning balance
 
$
8,945

 
$
1,302

 
$
8,304

 
$
1,392

 
$
19,943

Provision for loan losses
 
520

 
251

 
1,780

 
139

 
2,690

Loans charged -off
 
(533
)
 
(257
)
 
(2,114
)
 

 
(2,904
)
Recoveries
 
391

 
156

 
787

 

 
1,334

Ending Balance
 
$
9,323

 
$
1,452

 
$
8,757

 
$
1,531

 
$
21,063


Allowance for Loan Losses:
 
March 31, 2019
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Beginning balance
 
$
9,848

 
$
1,313

 
$
7,481

 
$
1,794

 
$
20,436

Provision for loan losses
 
(640
)
 
296

 
941

 
873

 
1,470

Loans charged -off
 
(256
)
 
(302
)
 
(1,551
)
 

 
(2,109
)
Recoveries
 
287

 
185

 
691

 

 
1,163

Ending Balance
 
$
9,239

 
$
1,492

 
$
7,562

 
$
2,667

 
$
20,960

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

The following table presents the allocation of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on the impairment method at March 31, 2020 and December 31, 2019
Allowance for Loan Losses
 
March 31, 2020
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Individually evaluated for impairment
 
$
42

 
$

 
$

 
$

 
$
42

Collectively evaluated for impairment
 
9,281

 
1,452

 
8,757

 
1,531

 
21,021

Acquired with deteriorated credit quality
 

 

 

 

 

Ending Balance
 
$
9,323

 
$
1,452

 
$
8,757

 
$
1,531

 
$
21,063

 
Loans:
 
March 31, 2020
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
 
 
Total
Individually evaluated for impairment
 
$
6,152

 
$
3,579

 
$

 
 
 
$
9,731

Collectively evaluated for impairment
 
1,563,334

 
661,353

 
389,649

 
 
 
2,614,336

Acquired with deteriorated credit quality
 
6,549

 

 

 
 
 
6,549

Ending Balance
 
$
1,576,035

 
$
664,932

 
$
389,649

 
 
 
$
2,630,616


Allowance for Loan Losses:
 
December 31, 2019
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Individually evaluated for impairment
 
48

 

 

 

 
48

Collectively evaluated for impairment
 
8,897

 
1,302

 
8,304

 
1,392

 
19,895

Acquired with deteriorated credit quality
 

 

 

 

 

Ending Balance
 
$
8,945

 
$
1,302

 
$
8,304

 
$
1,392

 
$
19,943


8


Loans
 
December 31, 2019
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
 
 
Total
Individually evaluated for impairment
 
3,161

 
3,952

 

 
 
 
7,113

Collectively evaluated for impairment
 
1,584,169

 
680,069

 
387,655

 
 
 
2,651,893

Acquired with deteriorated credit quality
 
7,436

 

 

 
 
 
7,436

Ending Balance
 
$
1,594,766

 
$
684,021

 
$
387,655

 
 
 
$
2,666,442


9


The following tables present loans individually evaluated for impairment by class of loans. 

 
 
 
 
 
 
March 31, 2020
 
 
 
 
 
 
Unpaid
Principal
 
Recorded
 
Allowance
for Loan
Losses
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest
(Dollar amounts in thousands)
 
Balance
 
Investment
 
Allocated
 
Investment
 
Recognized
 
Recognized
With no related allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

 Commercial & Industrial
 
$
1,679

 
$
1,149

 
$

 
$
1,069

 
$

 
$

 Farmland
 
1,324

 
1,324

 

 
1,661

 

 

 Non Farm, Non Residential
 
3,512

 
3,512

 

 
1,756

 

 

 Agriculture
 

 

 

 

 

 

 All Other Commercial
 
26

 
26

 

 
27

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

 First Liens
 
3,579

 
3,579

 

 
3,766

 

 

 Home Equity
 

 

 

 

 

 

 Junior Liens
 

 

 

 

 

 

 Multifamily
 

 

 

 

 

 

 All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

 Motor Vehicle
 

 

 

 

 

 

 All Other Consumer
 

 

 

 

 

 

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

 Commercial & Industrial
 
141

 
141

 
42

 
145

 

 

 Farmland
 

 

 

 

 

 

 Non Farm, Non Residential
 

 

 

 

 

 

 Agriculture
 

 

 

 

 

 

 All Other Commercial
 

 

 

 

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

 First Liens
 

 

 

 

 

 

 Home Equity
 

 

 

 

 

 

 Junior Liens
 

 

 

 

 

 

 Multifamily
 

 

 

 

 

 

 All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

 Motor Vehicle
 

 

 

 

 

 

 All Other Consumer
 

 

 

 

 

 

TOTAL
 
$
10,261

 
$
9,731

 
$
42

 
$
8,424

 
$

 
$

 




10


 
 
 
 
 
 
December 31, 2019
 
 
 
 
 
 
Unpaid
Principal
 
Recorded
 
Allowance
for Loan
Losses
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest
Income
(Dollar amounts in thousands)
 
Balance
 
Investment
 
Allocated
 
Investment
 
Recognized
 
Recognized
With no related allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

 Commercial & Industrial
 
$
1,519

 
$
989

 
$

 
$
848

 
$

 
$

 Farmland
 
1,997

 
1,997

 

 
1,999

 

 

 Non Farm, Non Residential
 

 

 

 

 

 

 Agriculture
 

 

 

 

 

 

 All Other Commercial
 
27

 
27

 

 
461

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

 First Liens
 
3,952

 
3,952

 

 
4,055

 

 

 Home Equity
 

 

 

 

 

 

 Junior Liens
 

 

 

 

 

 

 Multifamily
 

 

 

 

 

 

 All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

 Motor Vehicle
 

 

 

 

 

 

 All Other Consumer
 

 

 

 

 

 

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

 Commercial & Industrial
 
148

 
148

 
48

 
1,108

 

 

 Farmland
 

 

 

 
84

 

 

 Non Farm, Non Residential
 

 

 

 

 


 

 Agriculture
 

 

 

 
138

 

 

 All Other Commercial
 

 

 

 

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

 First Liens
 

 

 

 

 

 

 Home Equity
 

 

 

 

 

 

 Junior Liens
 

 

 

 

 

 

 Multifamily
 

 

 

 

 

 

 All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

 Motor Vehicle
 

 

 

 

 

 

 All Other Consumer
 

 

 

 

 

 

TOTAL
 
$
7,643

 
$
7,113

 
$
48

 
$
8,693

 
$

 
$

 


11


 
 
 
 
 
 
 
 
 
Three Months Ended 
 March 31, 2020
 
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest Income
(Dollar amounts in thousands)
 
Investment
 
Recognized
 
Recognized
With no related allowance recorded:
 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 Commercial & Industrial
 
$
1,069

 
$

 
$

 Farmland
 
1,661

 

 

 Non Farm, Non Residential
 
1,756

 

 

 Agriculture
 

 

 

 All Other Commercial
 
27

 

 

Residential
 
 

 
 

 
 

 First Liens
 
3,766

 

 

 Home Equity
 

 

 

 Junior Liens
 

 

 

 Multifamily
 

 

 

 All Other Residential
 

 

 

Consumer
 
 

 
 

 
 

 Motor Vehicle
 

 

 

 All Other Consumer
 

 

 

With an allowance recorded:
 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 Commercial & Industrial
 
145

 

 

 Farmland
 

 

 

 Non Farm, Non Residential
 

 

 

 Agriculture
 

 

 

 All Other Commercial
 

 

 

Residential
 
 

 
 

 
 

 First Liens
 

 

 

 Home Equity
 

 

 

 Junior Liens
 

 

 

 Multifamily
 

 

 

 All Other Residential
 

 

 

Consumer
 
 

 
 

 
 

 Motor Vehicle
 

 

 

 All Other Consumer
 

 

 

TOTAL
 
$
8,424

 
$

 
$





12


 
 
Three Months Ended 
 March 31, 2019
 
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest Income
(Dollar amounts in thousands)
 
Investment
 
Recognized
 
Recognized
With no related allowance recorded:
 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 Commercial & Industrial
 
$
788

 
$

 
$

 Farmland
 
930

 

 

 Non Farm, Non Residential
 
2,442

 

 

 Agriculture
 
116

 

 

 All Other Commercial
 
1,218

 

 

Residential
 
 

 
 

 
 

 First Liens
 
2,032

 

 

 Home Equity
 

 

 

 Junior Liens
 
18

 

 

 Multifamily
 

 

 

 All Other Residential
 

 

 

Consumer
 
 

 
 

 
 

 Motor Vehicle
 

 

 

 All Other Consumer
 

 

 

With an allowance recorded:
 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 Commercial & Industrial
 
488

 

 

 Farmland
 
3,041

 

 

 Non Farm, Non Residential
 

 

 

 Agriculture
 
537

 

 

 All Other Commercial
 

 

 

Residential
 
 

 
 

 
 

 First Liens
 
221

 

 

 Home Equity
 

 

 

 Junior Liens
 

 

 

 Multifamily
 

 

 

 All Other Residential
 

 

 

Consumer
 
 

 
 

 
 

 Motor Vehicle
 

 

 

 All Other Consumer
 

 

 

TOTAL
 
$
11,831

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 









13


The tables below presents the recorded investment in non-performing loans.
 
 
March 31, 2020
 
 
Loans Past
Due Over
90 Days Still
 
Troubled
Debt Restructured
 
Nonaccrual Excluding
(Dollar amounts in thousands)
 
Accruing
 
Accruing
 
Nonaccrual
 
TDR
Commercial
 
 

 
 

 
 

 
 

 Commercial & Industrial
 
$
21

 
$

 
$
4

 
$
2,882

 Farmland
 
6

 

 

 
1,534

 Non Farm, Non Residential
 

 

 

 
3,980

 Agriculture
 

 

 

 
3

 All Other Commercial
 

 

 

 
62

Residential
 
 

 
 

 
 
 
 

 First Liens
 
1,138

 
2,960

 
401

 
2,604

 Home Equity
 
136

 

 

 
43

 Junior Liens
 
21

 
83

 
8

 
99

 Multifamily
 

 

 

 

 All Other Residential
 
41

 

 

 
48

Consumer
 
 

 
 

 
 
 
 

 Motor Vehicle
 
115

 

 
14

 
233

 All Other Consumer
 
12

 
190

 
510

 
523

TOTAL
 
$
1,490

 
$
3,233

 
$
937

 
$
12,011


 
 
December 31, 2019
 
 
Loans Past
Due Over
90 Days Still
 
Troubled
Debt Restructured
 
Nonaccrual Excluding
(Dollar amounts in thousands)
 
Accruing
 
Accruing
 
Nonaccrual
 
TDR
Commercial
 
 

 
 

 
 

 
 

 Commercial & Industrial
 
$

 
$

 
$
11

 
$
2,191

 Farmland
 
5

 

 

 
2,410

 Non Farm, Non Residential
 

 

 

 
441

 Agriculture
 

 

 

 
485

 All Other Commercial
 

 

 

 
114

Residential
 
 

 
 

 
 
 
 

 First Liens
 
625

 
3,007

 
396

 
2,876

 Home Equity
 
12

 

 

 
61

 Junior Liens
 
51

 
94

 
9

 
175

 Multifamily
 

 

 

 

 All Other Residential
 
738

 

 

 
203

Consumer
 
 

 
 

 
 
 
 

 Motor Vehicle
 
227

 

 
15

 
138

 All Other Consumer
 
4

 
239

 
444

 
452

TOTAL
 
$
1,662

 
$
3,340

 
$
875

 
$
9,546




14


Non-performing loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

The following tables presents the aging of the recorded investment in loans by past due category and class of loans.  
 
 
March 31, 2020
 
 
30-59 Days
 
60-89 Days
 
Greater
than 90 days
 
Total
 
 
 
 
(Dollar amounts in thousands)
 
Past Due
 
Past Due
 
Past Due
 
Past Due
 
Current
 
Total
Commercial
 
 

 
 

 
 

 
 

 
 

 
 

 Commercial & Industrial
 
$
3,593

 
$
2,695

 
$
1,635

 
$
7,923

 
$
609,765

 
$
617,688

 Farmland
 
115

 

 
1,417

 
1,532

 
133,247

 
134,779

 Non Farm, Non Residential
 
4,842

 
7

 
44

 
4,893

 
379,990

 
384,883

 Agriculture
 

 
6

 

 
6

 
144,779

 
144,785

 All Other Commercial
 
929

 

 
43

 
972

 
292,928

 
293,900

Residential
 
 

 
 

 
 

 
 

 
 

 
 

 First Liens
 
6,972

 
344

 
1,497

 
8,813

 
365,938

 
374,751

 Home Equity
 
181

 
23

 
157

 
361

 
68,207

 
68,568

 Junior Liens
 
379

 
4

 
29

 
412

 
55,153

 
55,565

 Multifamily
 
1,621

 

 

 
1,621

 
143,192

 
144,813

 All Other Residential
 
69

 

 
41

 
110

 
21,125

 
21,235

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

 Motor Vehicle
 
5,215

 
534

 
199

 
5,948

 
353,305

 
359,253

 All Other Consumer
 
319

 
15

 
14

 
348

 
30,048

 
30,396

TOTAL
 
$
24,235

 
$
3,628

 
$
5,076

 
$
32,939

 
$
2,597,677

 
$
2,630,616

 
 
 
December 31, 2019
 
 
30-59 Days
 
60-89 Days
 
Greater
than 90 days
 
Total
 
 
 
 
(Dollar amounts in thousands)
 
Past Due
 
Past Due
 
Past Due
 
Past Due
 
Current
 
Total
Commercial
 
 

 
 

 
 

 
 

 
 

 
 

 Commercial & Industrial
 
$
2,885

 
$
766

 
$
1,379

 
$
5,030

 
$
594,925

 
$
599,955

 Farmland
 
132

 

 
2,089

 
2,221

 
137,730

 
139,951

 Non Farm, Non Residential
 
3,749

 
104

 

 
3,853

 
398,854

 
402,707

 Agriculture
 
277

 
128

 

 
405

 
162,794

 
163,199

 All Other Commercial
 

 

 
109

 
109

 
288,845

 
288,954

Residential
 
 

 
 

 
 

 
 

 
 

 
 

 First Liens
 
6,452

 
1,292

 
1,458

 
9,202

 
375,924

 
385,126

 Home Equity
 
124

 
63

 
34

 
221

 
70,813

 
71,034

 Junior Liens
 
384

 
43

 
137

 
564

 
54,533

 
55,097

 Multifamily
 

 

 

 

 
148,282

 
148,282

 All Other Residential
 
1,082

 

 
890

 
1,972

 
22,510

 
24,482

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

 Motor Vehicle
 
6,488

 
983

 
270

 
7,741

 
347,950

 
355,691

 All Other Consumer
 
228

 
42

 
2

 
272

 
31,692

 
31,964

TOTAL
 
$
21,801

 
$
3,421

 
$
6,368

 
$
31,590

 
$
2,634,852

 
$
2,666,442


15


During the three months ended March 31, 2020 and 2019, the terms of certain loans were modified as troubled debt restructurings (TDRs). The following tables present the activity for TDRs.
 
 
 
 
2020
 
 
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Total
January 1,
 
$
11

 
$
3,485

 
$
698

 
$
4,194

    Added
 

 
60

 
94

 
154

    Charged Off
 

 
(6
)
 
(35
)
 
(41
)
    Payments
 
(7
)
 
(101
)
 
(43
)
 
(151
)
March 31,
 
$
4

 
$
3,438

 
$
714

 
$
4,156

 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
 
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Total
January 1,
 
145

 
4,043

 
618

 
4,806

    Added
 

 
122

 
71

 
193

    Charged Off
 

 
(16
)
 
(16
)
 
(32
)
    Payments
 
(9
)
 
(130
)
 
(54
)
 
(193
)
March 31,
 
136

 
4,019

 
619

 
4,774

 
 
 
 
 
 
 
 
 

Modification of the terms of such loans typically include one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan. No modification in 2020 or 2019 resulted in the permanent reduction of the recorded investment in the loan. Modifications involving a reduction of the stated interest rate of the loan were for periods ranging from twelve months to five years. Modifications involving an extension of the maturity date were for periods ranging from twelve months to ten years. Troubled debt restructurings during the three months ended March 31, 2020 and 2019 did not result in any material charge-offs or additional provision expense.

The Corporation has no allocations of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of March 31, 2020 and 2019. The Corporation has not committed to lend additional amounts as of March 31, 2020 and 2019 to customers with outstanding loans that are classified as troubled debt restructurings. None of the charge-offs during the three months ended March 31, 2020 and 2019 were of restructurings that had occurred in the previous 12 months.

The CARES Act includes a provision that permits a financial institution to elect to suspend temporarily troubled debt restructuring accounting under ASC Subtopic 310-40 in certain circumstances (“section 4013”). To be eligible under section 4013, a loan modification must be (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020. In response to this section of the CARES Act, the federal banking agencies issued a revised interagency statement on April 7, 2020 that, in consultation with the Financial Accounting Standards Board, confirmed that for loans not subject to section 4013, short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not troubled debt restructurings under ASC Subtopic 310-40. This includes short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. In the first quarter ending March 31, 2020, 81 loans totaling $110 million were modified, related to COVID-19, that were not considered troubled debt restructurings.


16


Credit Quality Indicators:
 
The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Corporation analyzes loans individually by classifying the loans as to credit risk. This analysis includes non-homogeneous loans, such as commercial loans, with an outstanding balance greater than $100 thousand. Any consumer loans outstanding to a borrower who had commercial loans analyzed will be similarly risk rated. This analysis is performed on a quarterly basis. The Corporation uses the following definitions for risk ratings:
 
Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
 
Substandard: Loans classified as substandard are inadequately protected by the current net worth and debt service capacity of the borrower or of any pledged collateral. These loans have a well-defined weakness or weaknesses which have clearly jeopardized repayment of principal and interest as originally intended. They are characterized by the distinct possibility that the institution will sustain some future loss if the deficiencies are not corrected.
 
Doubtful: Loans classified as doubtful have all the weaknesses inherent in those graded substandard, with the added characteristic that the severity of the weaknesses makes collection or liquidation in full highly questionable or improbable based upon currently existing facts, conditions, and values.

Furthermore, non-homogeneous loans which were not individually analyzed, but are 90+ days past due or on non-accrual are classified as substandard. Loans included in homogeneous pools, such as residential or consumer may be classified as substandard due to 90+ days delinquency, non-accrual status, bankruptcy, or loan restructuring.
 
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. Loans listed as not rated are either those with an outstanding balance less than $100 thousand or are included in groups of homogeneous loans. As of March 31, 2020 and December 31, 2019, and based on the most recent analysis performed, the risk category of loans by class of loans are as follows:
 
 
March 31, 2020
(Dollar amounts in thousands)
 
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Not Rated
 
Total
Commercial
 
 

 
 

 
 

 
 

 
 

 
 

 Commercial & Industrial
 
$
568,957

 
$
16,870

 
$
22,758

 
$

 
$
7,333

 
$
615,918

 Farmland
 
115,976

 
9,213

 
7,753

 

 
62

 
133,004

 Non Farm, Non Residential
 
366,697

 
4,427

 
12,149

 

 
685

 
383,958

 Agriculture
 
118,014

 
3,999

 
19,193

 

 
498

 
141,704

 All Other Commercial
 
288,600

 
3,095

 
1,025

 

 
36

 
292,756

Residential
 
 

 
 

 
 

 
 

 
 

 
 

 First Liens
 
103,047

 
1,026

 
4,089

 

 
265,416

 
373,578

 Home Equity
 
2,466

 

 
170

 

 
65,743

 
68,379

 Junior Liens
 
2,189

 
34

 
171

 

 
53,045

 
55,439

 Multifamily
 
143,064

 
110

 
1,315

 

 

 
144,489

 All Other Residential
 
8,255

 

 
52

 

 
12,868

 
21,175

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

 Motor Vehicle
 
495

 

 
546

 

 
356,688

 
357,729

 All Other Consumer
 
369

 

 
50

 

 
29,832

 
30,251

TOTAL
 
$
1,718,129

 
$
38,774

 
$
69,271

 
$

 
$
792,206

 
$
2,618,380


17


 
 
December 31, 2019
(Dollar amounts in thousands)
 
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Not Rated
 
Total
Commercial
 
 

 
 

 
 

 
 

 
 

 
 

 Commercial & Industrial
 
$
549,341

 
$
19,253

 
$
26,349

 
$
5

 
$
2,761

 
$
597,709

 Farmland
 
119,858

 
8,673

 
8,644

 

 
100

 
137,275

 Non Farm, Non Residential
 
381,404

 
4,424

 
12,269

 

 
3,678

 
401,775

 Agriculture
 
127,144

 
4,507

 
27,490

 

 
985

 
160,126

 All Other Commercial
 
283,266

 
3,141

 
1,120

 

 
35

 
287,562

Residential
 
 

 
 

 
 

 
 

 
 

 
 

 First Liens
 
174,338

 
926

 
4,382

 

 
204,266

 
383,912

 Home Equity
 
18,417

 

 
134

 
11

 
52,280

 
70,842

 Junior Liens
 
2,839

 
64

 
178

 
76

 
51,817

 
54,974

 Multifamily
 
146,497

 
112

 
1,315

 

 
19

 
147,943

 All Other Residential
 
12,624

 

 
205

 

 
11,577

 
24,406

Consumer
 


 
 

 
 

 
 

 
 

 
 

 Motor Vehicle
 
2,880

 

 
538

 

 
350,780

 
354,198

 All Other Consumer
 
3,155

 

 
38

 

 
28,615

 
31,808

TOTAL
 
$
1,821,763

 
$
41,100

 
$
82,662

 
$
92

 
$
706,913

 
$
2,652,530

 


18



3.
Securities

The amortized cost and fair value of the Corporation’s investments are shown below. All securities are classified as available-for-sale.
 
 
March 31, 2020
(Dollar amounts in thousands)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
U.S. Government agencies
 
$
98,780

 
$
2,762

 
$
(38
)
 
$
101,504

Mortgage Backed Securities - residential
 
235,774

 
9,082

 

 
244,856

Mortgage Backed Securities - commercial
 
21,891

 
798

 

 
22,689

Collateralized mortgage obligations
 
276,125

 
8,461

 
(220
)
 
284,366

State and municipal obligations
 
259,907

 
12,410

 
(188
)
 
272,129

Municipal taxable
 
725

 
1

 

 
726

U.S. Treasury
 
2,501

 
37

 

 
2,538

Collateralized debt obligations
 

 
3,233

 

 
3,233

TOTAL
 
$
895,703

 
$
36,784

 
$
(446
)
 
$
932,041

 
 
December 31, 2019
(Dollar amounts in thousands)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
U.S. Government agencies
 
$
102,490

 
$
1,293

 
$
(150
)
 
$
103,633

Mortgage Backed Securities-residential
 
240,753

 
2,979

 
(350
)
 
243,382

Mortgage Backed Securities-commercial
 
22,036

 
73

 
(5
)
 
22,104

Collateralized mortgage obligations
 
280,797

 
1,735

 
(1,221
)
 
281,311

State and municipal obligations
 
253,277

 
11,265

 
(108
)
 
264,434

Municipal taxable
 
728

 
2

 

 
730

U.S. Treasury
 
7,494

 
10

 

 
7,504

Collateralized debt obligations
 

 
3,619

 

 
3,619

TOTAL
 
$
907,575

 
$
20,976

 
$
(1,834
)
 
$
926,717

 
Contractual maturities of debt securities at March 31, 2020 were as follows. Securities not due at a single maturity or with no maturity date, primarily mortgage-backed and equity securities are shown separately.
 
 
Available-for-Sale
 
 
Amortized
 
Fair
(Dollar amounts in thousands)
 
Cost
 
Value
Due in one year or less
 
$
10,297

 
$
10,359

Due after one but within five years
 
57,759

 
59,055

Due after five but within ten years
 
43,921

 
45,180

Due after ten years
 
249,936

 
265,536

 
 
361,913

 
380,130

Mortgage-backed securities and collateralized mortgage obligations
 
533,790

 
551,911

TOTAL
 
$
895,703

 
$
932,041

 
There were $244 thousand in gross gains and $50 thousand in losses from investment sales/calls realized by the Corporation for the three months ended March 31, 2020. For the three months ended March 31, 2019 there were $2 thousand in gross gains and $6 thousand in losses on sales of investment securities.
 

19


The following tables show the securities’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in continuous unrealized loss position, at March 31, 2020 and December 31, 2019
 
 
March 31, 2020
 
 
Less Than 12 Months
 
More Than 12 Months
 
Total
 
 
 
 
Unrealized
 
 
 
Unrealized
 
 
 
Unrealized
(Dollar amounts in thousands)
 
Fair Value
 
Losses
 
Fair Value
 
Losses
 
Fair Value
 
Losses
U.S. Government agencies
 
$
3,756

 
$
(38
)
 
$

 
$

 
$
3,756

 
$
(38
)
Mortgage Backed Securities - Residential
 
$

 
$

 
$

 
$

 
$

 
$

Collateralized mortgage obligations
 
9,178

 
(220
)
 

 

 
9,178

 
(220
)
State and municipal obligations
 
8,587

 
(131
)
 
464

 
(57
)
 
9,051

 
(188
)
U.S. Treasury
 

 

 

 

 

 

Total temporarily impaired securities
 
$
21,521

 
$
(389
)
 
$
464

 
$
(57
)
 
$
21,985

 
$
(446
)
 
 
 
December 31, 2019
 
 
Less Than 12 Months
 
More Than 12 Months
 
Total
 
 
 
 
Unrealized
 
 
 
Unrealized
 
 
 
Unrealized
(Dollar amounts in thousands)
 
Fair Value
 
Losses
 
Fair Value
 
Losses
 
Fair Value
 
Losses
US Government Agencies
 
$
29,183

 
$
(150
)
 
$

 
$

 
$
29,183

 
$
(150
)
Mortgage Backed Securities - Residential
 
$
55,665

 
$
(243
)
 
$
18,724

 
$
(107
)
 
$
74,389

 
$
(350
)
Mortgage Backed Securities - Commercial
 
4,391

 
(5
)
 

 

 
4,391

 
(5
)
Collateralized mortgage obligations
 
33,398

 
(314
)
 
61,781

 
(907
)
 
95,179

 
(1,221
)
State and municipal obligations
 
8,996

 
(61
)
 
461

 
(47
)
 
9,457

 
(108
)
Total temporarily impaired securities
 
$
131,633

 
$
(773
)
 
$
80,966

 
$
(1,061
)
 
$
212,599

 
$
(1,834
)
 
Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI model. Investment securities are generally evaluated for OTTI under FASB ASC 320, Investments - Debt and Equity Securities. However, certain purchased beneficial interests, including non-agency mortgage-backed securities, asset-backed securities, and collateralized debt obligations, that had credit ratings at the time of purchase of below AA are evaluated using the model outlined in FASB ASC 325-40, Beneficial Interests in Securitized Financial Assets.
 
When OTTI occurs under either model, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the OTTI shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.

Gross unrealized losses on investment securities were $446 thousand as of March 31, 2020 and $1.8 million as of December 31, 2019. A majority of these losses represent negative adjustments to market value relative to the interest rate environment reflecting the increase in market rates and not losses related to the creditworthiness of the issuer. Based upon our review of the issuers, we do not believe these investments to be other than temporarily impaired. Management does not intend to sell these securities and it is not more likely than not that we will be required to sell them before their anticipated recovery.


20


There is one remaining collateralized debt obligations security with previously recorded OTTI but there was no additional OTTI recorded in 2020 or 2019. During the quarter ended June 30, 2018, an obligation was called, resulting in the elimination of the OTTI associated with that obligation. A recovery of previously recorded OTTI of $4.2 million was received and recognized in non-interest income for the period. In addition the Corporation received $2.4 million of interest income associated with the call.

The table below presents a rollforward of the credit losses recognized in earnings for the three month period ended March 31, 2020 and 2019:
 
 
Three Months Ended March 31,
(Dollar amounts in thousands)
 
2020
 
2019
Beginning balance
 
$
2,974

 
$
2,974

Increases to the amount related to the credit
 
 

 
 

Loss for which other-than-temporary was previously recognized
 

 

Reductions for increases in cash flows collected
 

 

Reductions for securities called during the period
 

 

Ending balance
 
$
2,974

 
$
2,974

 

4.
Fair Value

FASB ASC No. 820-10 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
     
Level 1: Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level I prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
 
The fair value of most securities available for sale is determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).
 
For those securities that cannot be priced using quoted market prices or observable inputs a Level 3 valuation is determined. These securities are primarily trust preferred securities, which are priced using Level 3 due to current market illiquidity and certain investments in state and municipal securities. The fair value of the trust preferred securities is obtained from a third party provider without adjustment. As described previously, management obtains values from other pricing sources to validate the Standard & Poors pricing that they currently utilize. The fair value of state and municipal obligations are derived by comparing the securities to current market rates plus an appropriate credit spread to determine an estimated value. Illiquidity spreads are then considered. Credit reviews are performed on each of the issuers. The significant unobservable inputs used in the fair value measurement of the Corporation’s state and municipal obligations are credit spreads related to specific issuers. Significantly higher credit spread assumptions would result in significantly lower fair value measurement. Conversely, significantly lower credit spreads would result in a significantly higher fair value measurements.

The fair value of derivatives is based on valuation models using observable market data as of the measurement date (Level 2 inputs).
 
 
March 31, 2020
 
 
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
(Dollar amounts in thousands)
 
Level 1
 
Level 2
 
Level 3
 
Total
U.S. Government agencies
 
$

 
$
101,504

 
$

 
$
101,504

Mortgage Backed Securities-residential
 

 
244,856

 

 
244,856

Mortgage Backed Securities-commercial
 

 
22,689

 

 
22,689

Collateralized mortgage obligations
 

 
284,366

 

 
284,366

State and municipal
 

 
269,894

 
2,235

 
272,129

Municipal taxable
 

 
726

 

 
726

U.S. Treasury
 

 
2,538

 

 
2,538

Collateralized debt obligations
 

 

 
3,233

 
3,233

TOTAL
 
$

 
$
926,573

 
$
5,468

 
$
932,041

Derivative Assets
 
 

 
2,742

 
 

 
 

Derivative Liabilities
 
 

 
(2,742
)
 
 

 
 


21


 
 
December 31, 2019
 
 
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
(Dollar amounts in thousands)
 
Level 1
 
Level 2
 
Level 3
 
Total
U.S. Government agencies
 
$

 
$
103,633

 
$

 
$
103,633

Mortgage Backed Securities-residential
 

 
243,382

 

 
243,382

Mortgage Backed Securities-commercial
 

 
22,104

 

 
22,104

Collateralized mortgage obligations
 

 
281,311

 

 
281,311

State and municipal
 

 
261,869

 
2,565

 
264,434

Municipal taxable
 

 
730

 

 
730

U.S. Treasury
 

 
7,504

 

 
7,504

Collateralized debt obligations
 

 

 
3,619

 
3,619

TOTAL
 
$

 
$
920,533

 
$
6,184

 
$
926,717

Derivative Assets
 
 

 
828

 
 

 
 

Derivative Liabilities
 
 

 
(828
)
 
 

 
 

 
There were no transfers between Level 1 and Level 2 during 2020 and 2019.
 
The tables below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2020 and the year ended December 31, 2019
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
Three Months Ended March 31, 2020
(Dollar amounts in thousands)
State and
municipal
obligations
 
Collateralized
debt
obligations
 
Total
Beginning balance, January 1
$
2,565

 
$
3,619

 
$
6,184

Total realized/unrealized gains or losses
 

 
 

 
 

Included in earnings

 

 

Included in other comprehensive income

 
(386
)
 
(386
)
Transfers

 

 

Settlements
(330
)
 

 
(330
)
Ending balance, March 31
$
2,235

 
$
3,233

 
$
5,468

 
 
 
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
 
Year Ended December 31, 2019
(Dollar amounts in thousands)
 
State and
municipal
obligations
 
Collateralized
debt
obligations
 
Total
Beginning balance, January 1
 
$
3,135

 
$
3,258

 
$
6,393

Total realized/unrealized gains or losses
 
 

 
 

 
 

Included in earnings
 

 

 

Included in other comprehensive income
 

 
498

 
498

Purchases
 

 

 

Settlements
 
(570
)
 
(137
)
 
(707
)
Ending balance, December 31
 
$
2,565

 
$
3,619

 
$
6,184

  
    

22


The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at March 31, 2020.
(Dollar amounts in thousands)
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Input(s)
 
Range
State and municipal obligations
 
$
2,235

 
Discounted cash flow
 
Discount rate
Probability of default
 
3.09%-4.44% 0%
Other real estate  
 
$
3,894

 
Sales comparison/income approach
 
Discount rate for age of appraisal and market conditions
 
5.00%-20.00%
Impaired Loans
 
$
99

 
Sales comparison/income approach
 
Discount rate for age of appraisal and market conditions
 
0.00%-50.00%

The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at December 31, 2019.
(Dollar amounts in thousands)
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Input(s)
 
Range
State and municipal obligations
 
$
2,565

 
Discounted cash flow
 
Discount rate
Probability of default
 
2.87%-4.44% 0%
Other real estate  
 
$
3,625

 
Sales comparison/income approach
 
Discount rate for age of appraisal and market conditions
 
5.00%-20.00%
Impaired Loans
 
100

 
Sales comparison/income approach
 
Discount rate for age of appraisal and market conditions
 
0.00%-50.00%

Impaired loans disclosed in footnote 2, which are measured for impairment using the fair value of collateral, are valued at Level 3. They are carried at a fair value of $99 thousand, after a valuation allowance of $42 thousand at March 31, 2020 and at a fair value of $100 thousand, net of a valuation allowance of $48 thousand at December 31, 2019. The impact to the provision for loan losses for the three months ended March 31, 2020 and for the twelve months ended December 31, 2019 was a $6 thousand decrease, and a $689 thousand decrease, respectively. Other real estate owned is valued at Level 3. Other real estate owned at March 31, 2020 with a value of $3.9 million was reduced $50 thousand for fair value adjustment. At March 31, 2020 other real estate owned was comprised of $3.5 million from commercial loans and $411 thousand from residential loans. Other real estate owned at December 31, 2019 with a value of $3.6 million was reduced $64 thousand for fair value adjustment. At December 31, 2019 other real estate owned was comprised of $3.5 million from commercial loans and $142 thousand from residential loans.
 
Fair value is measured based on the value of the collateral securing those loans, and is determined using several methods. Generally the fair value of real estate is determined based on appraisals by qualified licensed appraisers. Appraisals for real estate generally use three methods to derive value: cost, sales or market comparison and income approach. The cost method bases value on the cost to replace current property. The market comparison evaluates the sales price of similar properties in the same market area. The income approach considers net operating income generated by the property and the investor’s required return. The final fair value is based on a reconciliation of these three approaches. If an appraisal is not available, the fair value may be determined by using a cash flow analysis, a broker’s opinion of value, the net present value of future cash flows, or an observable market price from an active market. Fair value of other real estate is based upon the current appraised values of the properties as determined by qualified licensed appraisers and the Company’s judgment of other relevant market conditions. Appraisals are obtained annually and reductions in value are recorded as a valuation through a charge to expense. The primary unobservable input used by management in estimating fair value are additional discounts to the appraised value to consider market conditions and the age of the appraisal, which are based on management’s past experience in resolving these types of properties. These discounts range from 0% to 50%. Values for non-real estate collateral, such as business equipment, are based on appraisals performed by qualified licensed appraisers or the customers financial statements. Values for non real estate collateral use much higher discounts than real estate collateral. Other real estate and impaired loans carried at fair value are primarily comprised of smaller balance properties.

    

23


The following tables presents loans identified as impaired by class of loans, and carried at fair value on a non-recurring basis, as of March 31, 2020 and December 31, 2019, which are all considered Level 3.
 
 
March 31, 2020
(Dollar amounts in thousands)
 
Carrying
Value
 
Allowance
for Loan
Losses
Allocated
 
Fair Value
Commercial
 
 

 
 

 
 

Commercial & Industrial
 
$
141

 
$
42

 
$
99

Farmland
 

 

 

Non Farm, Non Residential
 

 

 

Agriculture
 

 

 

All Other Commercial
 

 

 

Residential
 
 

 
 

 
 

First Liens
 

 

 

Home Equity
 

 

 

Junior Liens
 

 

 

Multifamily
 

 

 

All Other Residential
 

 

 

Consumer
 
 

 
 

 
 

Motor Vehicle
 

 

 

All Other Consumer
 

 

 

TOTAL
 
$
141

 
$
42

 
$
99

 
 
December 31, 2019
(Dollar amounts in thousands)
 
Carrying
Value
 
Allowance
for Loan
Losses
Allocated
 
Fair Value
Commercial
 
 

 
 

 
 

Commercial & Industrial
 
$
148

 
$
48

 
$
100

Farmland
 

 

 

Non Farm, Non Residential
 

 

 

Agriculture
 

 

 

All Other Commercial
 

 

 

Residential
 
 

 
 

 
 

First Liens
 

 

 

Home Equity
 

 

 

Junior Liens
 

 

 

Multifamily
 

 

 

All Other Residential
 

 

 

Consumer
 
 

 
 

 
 

Motor Vehicle
 

 

 

All Other Consumer
 

 

 

TOTAL
 
$
148

 
$
48

 
$
100

 
The carrying amounts and estimated fair value of financial instruments at March 31, 2020 and December 31, 2019, are shown below. Carrying amount is the estimated fair value for cash and due from banks, federal funds sold, short-term borrowings, accrued interest receivable and payable, demand deposits, short-term debt and variable-rate loans or deposits that reprice frequently and fully. Security fair values were described previously. For fixed-rate, non-impaired loans or deposits, variable rate loans or deposits with infrequent repricing or repricing limits, and for longer-term borrowings, fair value is based on discounted cash flows using current market rates applied to the estimated life and considering credit risk. The valuation of impaired loans was described previously. Loan fair value estimates represent an exit price. Fair values of loans held for sale are based on market bids on the

24


loans or similar loans. It was not practicable to determine the fair value of Federal Home Loan Bank stock due to restrictions placed on its transferability. Fair value of debt is based on current rates for similar financing. The fair value of off-balance sheet items is not considered material.
 
 
March 31, 2020
 
 
Carrying
 
Fair Value
(Dollar amounts in thousands)
 
Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Cash and due from banks
 
$
211,034

 
$
31,450

 
$
179,584

 
$

 
$
211,034

Federal funds sold
 
1

 

 
1

 

 
1

Securities available-for-sale
 
932,041

 

 
926,573

 
5,468

 
932,041

Restricted stock
 
15,400

 
n/a

 
n/a

 
n/a

 
n/a

Loans, net
 
2,601,574

 

 

 
2,703,088

 
2,703,088

Accrued interest receivable
 
17,098

 

 
5,000

 
12,098

 
17,098

Deposits
 
(3,291,231
)
 

 
(3,302,047
)
 

 
(3,302,047
)
Short-term borrowings
 
(83,784
)
 

 
(83,784
)
 

 
(83,784
)
Other borrowings
 
(27,494
)
 

 
(27,938
)
 

 
(27,938
)
Accrued interest payable
 
(1,481
)
 

 
(1,481
)
 

 
(1,481
)
 
 
December 31, 2019
 
 
Carrying
 
Fair Value
(Dollar amounts in thousands)
 
Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Cash and due from banks
 
$
127,426

 
$
26,275

 
$
101,151

 
$

 
$
127,426

Federal funds sold
 
7,500

 

 
7,500

 

 
7,500

Securities available-for-sale
 
926,717

 

 
920,533

 
6,184

 
926,717

Restricted stock
 
15,394

 
n/a

 
n/a

 
n/a

 
n/a

Loans, net
 
2,636,447

 

 

 
2,648,692

 
2,648,692

Accrued interest receivable
 
18,523

 

 
3,583

 
14,940

 
18,523

Deposits
 
(3,275,357
)
 

 
(3,278,099
)
 

 
(3,278,099
)
Short-term borrowings
 
(80,119
)
 

 
(80,119
)
 

 
(80,119
)
Other borrowings
 
(30,973
)
 

 
(31,143
)
 

 
(31,143
)
Accrued interest payable
 
(1,739
)
 

 
(1,739
)
 

 
(1,739
)
 
5.
Short-Term Borrowings
 
Period–end short-term borrowings were comprised of the following:
 
(000 's)
 
March 31, 2020
 
December 31, 2019
Federal Funds Purchased
$
2,150

 
$
900

Repurchase Agreements
81,634

 
79,219

 
$
83,784

 
$
80,119


The Corporation enters into sales of securities under agreements to repurchase. The amounts received under these agreements represent short-term borrowings and are reflected as a liability in the consolidated balance sheets. The securities underlying these agreements are included in investment securities in the consolidated balance sheets. The Corporation has no control over the market value of the securities, which fluctuates due to market conditions. However, the Corporation is obligated to promptly transfer additional securities if the market value of the securities falls below the repurchase agreement price. The Corporation manages this risk by maintaining an unpledged securities portfolio that it believes is sufficient to cover a decline in the market value of the securities sold under agreements to repurchase.

25


Collateral pledged to repurchase agreements by remaining maturity are as follows:
 
 
March 31, 2020
Repurchase Agreements
 
Remaining Contractual Maturity of the Agreements
(Dollar amounts in thousands)
 
Overnight and continuous
 
Up to 30 days
 
30 - 90 days
 
Greater than 90 days
 
Total
Mortgage Backed Securities - Residential and Collateralized Mortgage Obligations
 
$
75,739

 
$
90

 
$
65

 
$
5,740

 
$
81,634


 
 
December 31, 2019
Repurchase Agreements
 
Remaining Contractual Maturity of the Agreements
(Dollar amounts in thousands)
 
Overnight and continuous
 
Up to 30 days
 
30 - 90 days
 
Greater than 90 days
 
Total
Mortgage Backed Securities - Residential and Collateralized Mortgage Obligations
 
$
69,709

 
$
1,927

 
$
6,552

 
$
1,031

 
$
79,219




6.
Components of Net Periodic Benefit Cost
 
 
Three Months Ended March 31,
 
 
(000's)
 
 
Pension Benefits
 
Post-Retirement
Health Benefits
 
 
2020
 
2019
 
2020
 
2019
Service cost
 
$
325

 
$
304

 
$
10

 
$
9

Interest cost
 
779

 
866

 
31

 
36

Expected return on plan assets
 
(1,050
)
 
(896
)
 

 

Net amortization of prior service cost
 

 

 

 

Net amortization of net (gain) loss
 
492

 
389

 

 
(4
)
Net Periodic Benefit Cost
 
$
546

 
$
663

 
$
41

 
$
41

 
Employer Contributions
 
First Financial Corporation previously disclosed in its financial statements for the year ended December 31, 2019 that it expected to contribute $3.7 million and $736 thousand respectively to its Pension Plan and ESOP and $251 thousand to the Post Retirement Health Benefits Plan in 2020. Contributions of $435 thousand have been made to the Pension Plan thus far in 2020. Contributions of $60 thousand have been made through the first three months of 2020 for the Post Retirement Health Benefits plan. No contributions have been made in 2020 for the ESOP. The Pension plan was frozen for most employees at the end of 2012 and for those employees there will be discretionary contributions to the ESOP plan and a 401K plan in place of the former Pension benefit. In the first three months of 2020 and 2019 there has been $412 thousand and $390 thousand of expense accrued for potential contributions to these alternative retirement benefit options.
 

7.
New accounting standards
 
Accounting Pronouncements Adopted:
In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. ASU No. 2017-04 is effective for interim and annual reporting

26


periods beginning after December 15, 2019, applied prospectively. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Corporation adopted ASU 2017-04 on January 1, 2020. There was not a significant impact to accounting and disclosures.

In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU No. 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. The Corporation adopted ASU 2018-13 on January 1, 2020. As ASU No. 2018-13 only revises disclosure requirements, it did not have a material impact on the Corporation’s financial statements.

In September 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This ASU requires an entity in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. Capitalized implementation costs should be presented in the same line item on the balance sheet as amounts prepaid for the hosted service, if any (generally as an “other asset”). The capitalized costs will be amortized over the term of the hosting arrangement, with the amortization expense being presented in the same income statement line item as the fees paid for the hosted service. ASU 2018-15 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. The Corporation adopted ASU 2018-15 on January 1, 2020. ASU 2018-15 did not have a material impact on the Corporation’s financial statements.

Recent Accounting Pronouncements:

In June 2016 ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments (ASU 2016-13), was issued and requires entities to use a current expected credit loss ("CECL") model which is a
new impairment model based on expected losses rather than incurred losses. Under this model an entity would recognize an
impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from
financial assets measured at amortized cost. The entity's estimate would consider relevant information about past events,
current conditions, and reasonable and supportable forecasts, which will result in recognition of lifetime expected credit losses
upon loan origination. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019,
with early adoption permitted for annual reporting periods beginning after December 15, 2018.

The Corporation formed a cross-functional internal management committee and engaged a third party vendor to assist with the
transition to the guidance set forth in this update. The new allowance model implemented by the Corporation estimates credit
losses over the expected life of the portfolio and includes a qualitative framework to account for the drivers of losses that are
not captured by the quantitative model. The results continue to be utilized to refine our models and estimation techniques.
Documentation of new methodologies and internal controls that will be implemented as part of CECL as well as model
validation is also being finalized. While the committee continues to analyze and modify calculations, the Corporation currently
expects the adoption of ASU 2016-13 will result in an increase in allowance for loan losses amount at January 1, 2020 in the
range of $15 million to $25 million. The allowance for credit losses also increased due to the requirement to record an
allowance on acquired loan portfolios, previously recorded at fair value. Once finalized, the cumulative effect adjustment, as a
result of the adoption of this guidance, was originally to be recorded on January 1, 2020, net of tax, as an adjustment to retained earnings. This estimate is subject to change as key assumptions are refined and model validations are finalized.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed by the President of the United States that included an option for entities to delay the implementation of ASU 2016-13 until the earlier of the termination date of the national emergency declaration by the President or December 31, 2020. Due to the uncertainty on the economy and unemployment from COVID-19, the Corporation has determined to delay its implementation of ASU 2016-13 and has calculated and recorded its provision for loan losses under the incurred loss model that existed prior to ASU 2016-13.

In August 2018, the FASB issued ASU No. 2018-14, Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. This ASU makes minor changes to the disclosure requirements for employers that sponsor defined benefit pension and/or other postretirement benefit plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020; early adoption is permitted. As ASU 2018-14 only revises disclosure requirements, it will not have a material impact on the Corporation’s financial statements.


27


In December 2019, the FASB issued ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” These amendments remove specific exceptions to the general principles in Topic 740 in GAAP. It eliminates the need for an organization to analyze whether the following apply in a given period: exception to the incremental approach for intraperiod tax allocation; exceptions to accounting for basis differences where there are ownership changes in foreign investments; and exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. It also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacts changes in tax laws in interim periods. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Corporation is assessing ASU 2019-12 and its impact on its accounting and disclosure.



28



8.
Revenue from Contracts with Customers

All of the Corporation's revenue from contracts with customers in the scope of ASC 606 is recognized within Non-Interest Income. The following table presents the Corporation's sources of Non-Interest Income for the three months ended March 31, 2020 and 2019. Items outside the scope of ASC 606 are noted as such.
 
 
Three Months Ended March 31,
(Dollar amounts in thousands)
2020
 
2019
Non-interest income
 
 
 
 
Service charges on deposits and debit card fee income
$
5,482

 
$
2,988

 
Asset management fees
1,291

 
1,147

 
Interchange income
91

 
74

 
Net gains on sales of loans (a)
698

 
420

 
Loan servicing fees (a)
325

 
318

 
Net gains/(losses) on sales of securities (a)
194

 
(4
)
 
Other service charges and fees (a)
392

 
2,320

 
Other (b)
622

 
373

 
     Total non-interest income
$
9,095

 
$
7,636

(a) Not within the scope of ASC 606.
(b) The Other category includes gains/(losses) on the sale of OREO for the three months ended March 31, 2020 and March 31, 2019, totaling $(6) thousand and $(20) thousand, respectively, which is within the scope of ASC 606; the remaining balance is outside the scope of ASC 606.


Service charges on deposits: The Corporation earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Corporation fulfills the customer's request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Corporation satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer's account balance.

Asset management fees: The Corporation earns asset management fees from its contracts with trust customers to manage assets for investment, and/or to transact on their accounts. These fees are primarily earned over time as the Corporation provides the contracted monthly or quarterly services and are generally assessed based on a tiered scale of the market value of assets under management at month-end. Fees that are transaction based, including trade execution services, are recognized at the point in time that the transaction is executed, i.e. the trade date. Other related services provided and the fees the Corporation earns, which are based on a fixed fee schedule, are recognized when the services are rendered.

Interchange income: The Corporation earns interchange fees from debit and credit cardholder transactions conducted through the payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.

Gains/Losses on sales of OREO: The Corporation records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Corporation finances the sale of OREO to the buyer, the Corporation assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Corporation adjusts the transaction price and related gain (loss) on sale if a significant financing component is present.


29



9.
Acquisitions
 
On July 27, 2019, the Corporation completed its acquisition of HopFed Bancorp, Inc. and its banking subsidiary, Heritage Bank. Therefore, the results of HopFed have been included in the results of operations beginning on July 27, 2019. Pursuant to the terms of the merger agreement, each issued and outstanding share of HopFed common stock, $0.01 par value per share, was converted into the right to receive, at the stockholder's election, either (or a combination of) 0.444 shares of Corporation common stock, without par value, or $21.00 in cash, subject to proration provisions specified in the merger agreement that provide for an aggregate split of 50% of shares of HopFed Common Stock being exchanged for Corporation Common Stock and 50% for cash, with cash to be paid in lieu of fractional shares. Each outstanding share of Corporation common stock remained outstanding and was unaffected by the merger. Acquisition-related costs of $3.3 million are included in the Corporation's income statement for the year ended December 31, 2019.

Goodwill of $44.2 million arising from the acquisition consisted largely of synergies and the cost savings resulting from the combining of the operations of the companies. The goodwill is not deductible for income tax purposes as the transaction was accounted for as a tax-free exchange. The following table summarizes the consideration paid and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date.
(Dollar amounts in thousands)
As Initially Reported
 
Measurement Period Adjustments
 
As Adjusted
Consideration
 
 
 
 
 
Cash consideration
$
67,348

 
$

 
$
67,348

Stock consideration
61,878

 

 
61,878

 
 
 
 
 
 
Fair value of total consideration transferred
$
129,226

 
$

 
$
129,226

 
 
 
 
 
 
Assets acquired
 
 
 
 
 
Cash
$
34,518

 
 
 
$
34,518

Investment securities available-for-sale
174,851

 
 
 
174,851

Bank owned life insurance
10,693

 
 
 
10,693

Federal Home Loan Bank stock
4,428

 
 
 
4,428

Loans
657,179

 
1,719

 
658,898

Premises and equipment
25,316

 
(6,494
)
 
18,822

Core deposit intangibles
10,369

 
 
 
10,369

Other real estate owned
3,364

 
 
 
3,364

Other assets
6,596

 
1,600

 
8,196

     Total assets acquired
927,314

 
(3,175
)
 
924,139

 
 
 
 
 
 
Liabilities assumed
 
 
 
 
 
Deposits
735,526

 
 
 
735,526

FHLB advances
20,775

 
 
 
20,775

Other borrowings
75,783

 
 
 
75,783

Other liabilities
7,066

 
 
 
7,066

     Total liabilities assumed
839,150

 

 
839,150

 
 
 
 
 
 
Net identifiable assets
88,164

 
(3,175
)
 
84,989

 
 
 
 
 
 
Goodwill
$
41,062

 
$
3,175

 
$
44,237



30


The fair value of net assets acquired includes fair value adjustments to certain receivables that were not considered impaired as of the acquisition date. The fair value adjustments were determined using discounted contractual cash flows. However, the Corporation believes that all contractual cash flows related to these financial instruments will be collected. As such, these receivables were not considered impaired at the acquisition date and were not subject to guidance relating to purchase credit impaired loans, which have shown evidence of credit deterioration since origination.

The following table presents supplemental pro forma information as if the acquisition had occurred at the beginning of 2018. The unaudited pro forma information includes adjustments for interest income on loans and securities acquired, interest expense on deposits acquired, and the related income tax effects. The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transactions been effected on the assumed dates.

 
Year ended December 31,
(Dollar amounts in thousands, except per share data)
2019
 
2018
 
 
 
 
Net interest income
$
147,581

 
$
145,136

Net income
$
51,088

 
$
52,252

Basic and diluted earnings per share
$
3.97

 
$
4.26


FASB ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, applies to a loan with evidence of deterioration of credit quality since origination, acquired by completion of a transfer for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable. FASB ASC 310-30 prohibits carrying over or creating an allowance for loan losses upon initial recognition.

Purchase credit impaired loans purchased during the year ended December 31, 2019, for which it was probable at acquisition that all contractually required payments would not be collected are as follows:
(Dollar amount in thousands)
As Initially Reported
 
Measurement Period Adjustments
 
As Adjusted
Contractually required payments receivable of loans purchased during the year:
 
 
 
 
 
     Commercial
$
16,530

 
$
(3,523
)
 
$
13,007

     Consumer
391

 
(296
)
 
95

 
$
16,921

 
$
(3,819
)
 
$
13,102

 
 
 
 
 
 
Fair value of acquired loans at acquisition
$
8,870

 
$
(1,857
)
 
$
7,013


The carrying amount of loans accounted for in accordance with FASB ASC 310-30 at March 31, 2020 and 2019 are shown in the following tables:
 
 
 
 
 
 
2020
(Dollar amounts in thousands)
 
Commercial
 
Consumer
 
Total
Beginning balance, January 1,
 
$
7,269

 
$

 
$
7,269

Discount accretion
 

 

 

Disposals
 
(922
)
 

 
(922
)
ASC 310-30 Loans, March 31,
 
$
6,347

 
$

 
$
6,347

 
 
 
 
 
 
 

31


 
 
 
 
 
 
2019
(Dollar amounts in thousands)
 
Commercial
 
Consumer
 
Total
Beginning balance, January 1,
 
$
1,530

 
$

 
$
1,530

Discount accretion
 

 

 

Disposals
 
(36
)
 

 
(36
)
ASC 310-30 Loans, March 31,
 
$
1,494

 
$

 
$
1,494

 
 
 
 
 
 
 
            


10.
Accumulated Other Comprehensive Income

The following tables summarize the changes, net of tax, within each classification of accumulated other comprehensive income/(loss) for the three months ended March 31, 2020 and 2019
 
 
Unrealized
 
 
 
 
 
 
gains and
 
2020
 
 
(Losses) on
available-
for-sale
 
Retirement
 
 
(Dollar amounts in thousands)
 
Securities
 
plans
 
Total
Beginning balance, January 1,
 
$
14,893

 
$
(22,394
)
 
$
(7,501
)
Change in other comprehensive income (loss) before reclassification
 
13,244

 

 
13,244

Amounts reclassified from accumulated other comprehensive income
 
(146
)
 
404

 
258

Net current period other comprehensive income (loss)
 
13,098

 
404

 
13,502

Ending balance, March 31,
 
$
27,991

 
$
(21,990
)
 
$
6,001

 
 
 
 
 
 
 
 
 
Unrealized
 
 
 
 
 
 
gains and
 
2019
 
 
(Losses) on
available-
for-sale
 
Retirement
 
 
(Dollar amounts in thousands)
 
Securities
 
plans
 
Total
Beginning balance, January 1,
 
$
(6,105
)
 
$
(17,349
)
 
$
(23,454
)
Change in other comprehensive income (loss) before reclassification
 
10,221

 

 
10,221

Amounts reclassified from accumulated other comprehensive income
 
3

 
303

 
306

Net current period other comprehensive income (loss)
 
10,224

 
303

 
10,527

Ending balance, March 31,
 
$
4,119

 
$
(17,046
)
 
$
(12,927
)
 
 
 
 
 
 
 


32


 
 
Balance
at
 
Current
Period
 
Balance
at
(Dollar amounts in thousands)
 
1/1/2020
 
Change
 
3/31/2020
Unrealized gains (losses) on securities available-for-sale
 
 
 
 
 
 
without other than temporary impairment
 
$
12,178

 
$
13,388

 
$
25,566

Unrealized gains (losses) on securities available-for-sale
 
 

 
 

 
 

with other than temporary impairment
 
2,715

 
(290
)
 
2,425

Total unrealized loss on securities available-for-sale
 
$
14,893

 
$
13,098

 
$
27,991

Unrealized gain (loss) on retirement plans
 
(22,394
)
 
404

 
(21,990
)
TOTAL
 
$
(7,501
)
 
$
13,502

 
$
6,001

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance
at
 
Current
Period
 
Balance
at
(Dollar amounts in thousands)
 
1/1/2019
 
Change
 
3/31/2019
Unrealized gains (losses) on securities available-for-sale
 
 

 
 

 
 

without other than temporary impairment
 
$
(8,446
)
 
$
10,166

 
$
1,720

Unrealized gains (losses) on securities available-for-sale
 
 

 
 

 
 

with other than temporary impairment
 
2,341

 
58

 
2,399

Total unrealized gain (loss) on securities available-for-sale
 
$
(6,105
)
 
$
10,224

 
$
4,119

Unrealized loss on retirement plans
 
(17,349
)
 
303

 
(17,046
)
TOTAL
 
$
(23,454
)
 
$
10,527

 
$
(12,927
)
 
 
 
 
 
 
 
 
 


 
 
Three Months Ended March 31, 2020
 
 
Details about accumulated
 
Amount reclassified from
 
Affected line item in
other comprehensive
 
accumulated other
 
the statement where
income components
 
comprehensive income
 
net income is presented
 
 
(in thousands)
 
 
Unrealized gains and losses
 
$
194

 
Net securities gains (losses)
on available-for-sale
 
(48
)
 
Income tax expense
securities
 
$
146

 
Net of tax
 
 
 
 
 
Amortization of
 
$
(492
)
 
(a) Salary and benefits
retirement plan items
 
88

 
Income tax expense
 
 
$
(404
)
 
Net of tax
Total reclassifications for the period
 
$
(258
)
 
Net of tax
(a) Included in the computation of net periodic benefit cost. (see Footnote 6 for additional details).

 
 
 
 
 


33


 
 
Three Months Ended March 31, 2019
 
 
Details about accumulated
 
Amount reclassified from
 
Affected line item in
other comprehensive
 
accumulated other
 
the statement where
income components
 
comprehensive income
 
net income is presented
 
 
(in thousands)
 
 
Unrealized gains and losses
 
$
(4
)
 
Net securities gains (losses)
on available-for-sale
 
1

 
Income tax expense
securities
 
$
(3
)
 
Net of tax
 
 
 
 
 
Amortization of
 
$
(389
)
 
(a) Salary and benefits
retirement plan items
 
86

 
Income tax expense
 
 
$
(303
)
 
Net of tax
Total reclassifications for the period
 
$
(306
)
 
Net of tax
(a) Included in the computation of net periodic benefit cost. (see Footnote 6 for additional details). 

 
 
 
 
 



34


11.
Leases

The Corporation leases certain branches under operating leases. At March 31, 2020, the Corporation had lease liabilities totaling $5,845,000 and right-of-use assets totaling $5,831,000 related to these leases. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively. For the three months ended March 31, 2020, the weighted average remaining lease term for operating leases was 11.4 years and the weighted average discount rate used in the measurement of operating lease liabilities was 2.92%.

The calculated amount of the lease liabilities and right-of-use assets are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Corporation's lease agreements often include one or more options to renew at the Corporation's discretion. If at lease inception, the Corporation considers the exercising of a renewal option to be reasonably certain, the Corporation will include the extended term in the calculation of the lease liability and right-of-use asset. Regarding the discount rate, the new standard requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Corporation utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was used.

The following table represents lease costs and other lease information. As the Corporation elected, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities.

Lease costs were as follows:
(Dollar amounts in thousands)
Three Months Ended March 31, 2020
Operating lease cost
$
250

Short-term lease cost
27

Variable lease cost
7

     Total lease cost
$
284

 
 
Other information:
 
Cash paid for amounts included in the measurement of operating lease liabilities
213

Right-of-use assets obtained in exchange for new operating lease liabilities
6,643

 
Future minimum payments for operating leases with initial or remaining terms of one year or more as of March 31, 2020 were as follows:
(Dollar amounts in thousands)
March 31, 2020
Twelve Months Ended March 31,
 
 
2021
$
786

 
2022
763

 
2023
763

 
2024
683

 
2025
636

Thereafter
3,268

Total Future Minimum Lease Payments
6,899

Amounts Representing Interest
(1,054
)
Present Value of Net Future Minimum Lease Payments
$
5,845




35


ITEMS 2. and 3. Management's Discussion and Analysis of Financial Condition and Results of Operations
and Quantitative and Qualitative Disclosures About Market Risk
 
The purpose of this discussion is to point out key factors in the Corporation’s recent performance compared with earlier periods. The discussion should be read in conjunction with the financial statements beginning on page three of this report. All figures are for the consolidated entities. It is presumed the readers of these financial statements and of the following narrative have previously read the Corporation’s financial statements for 2019 in the 10-K filed for the fiscal year ended December 31, 2019.
 
This Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, the Corporation’s ability to effectively execute its business plans; changes in general economic and financial market conditions; changes in interest rates; changes in the competitive environment; continuing consolidation in the financial services industry; new litigation or changes in existing litigation; losses, customer bankruptcy, claims and assessments; changes in banking regulations or other regulatory or legislative requirements affecting the Corporation’s business; and changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies. Risks related to COVID-19 include the disruption of local, regional, national and global economic activity caused by infectious disease outbreaks, including the recent outbreak of coronavirus, or COVID-19, and the significant impact that such outbreak has had and may have on our growth, operations, earnings and asset quality; changes in asset quality, including increases in default rates on loans and higher levels of nonperforming loans and loan charge-offs generally, and specifically resulting from the economic dislocation caused by the COVID-19 pandemic; inaccuracy of the assumptions and estimates that the management of our Corporation makes in establishing reserves for probable loan losses and other estimates generally, and specifically as a result of the effect of the COVID-19 pandemic; and an increase in the rate of personal or commercial customers' bankruptcies generally, and specifically as a result of the COVID-19 pandemic. Additional information concerning factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements is available in the Corporation’s Form 10-K for the year ended December 31, 2019, and subsequent filings with the United States Securities and Exchange Commission (SEC). Copies of these filings are available at no cost on the SEC’s Web site at www.sec.gov or on the Corporation’s Web site at www.first-online.com. Management may elect to update forward-looking statements at some future point; however, it specifically disclaims any obligation to do so.
 
Critical Accounting Policies
 
Certain of the Corporation’s accounting policies are important to the portrayal of the Corporation’s financial condition and results of operations, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, without limitation, changes in interest rates, in the performance of the economy or in the financial condition of borrowers. Management believes that its critical accounting policies include determining the allowance for loan losses and the valuation of goodwill and valuing investment securities. See further discussion of these critical accounting policies in the 2019 Form 10-K.
 
Summary of Operating Results

Net income for the three months ended March 31, 2020 was $12.2 million, compared to $9.7 million for the same period of 2019. Basic earnings per share increased to $0.89 for the first quarter of 2020 compared to $0.79 for the same period in 2019. Return on Assets and Return on Equity were 1.21% and 8.55% respectively, for the three months ended March 31, 2020 compared to 1.29% and 8.59% for the three months ended March 31, 2019. These quarterly comparisons and the ones following include the Corporation's acquisition of HopFed Bancorp, Hopkinsville, Kentucky on July 27, 2019. Total assets acquired were $927 million, including $675 million in loans. The acquisition also included $736 millions for deposits.


In March 2020, the outbreak of the Coronavirus Disease 2019 (COVID-19) was recognized as a pandemic by the World Health Organization. The spread of COVID-19 has caused economic and social disruption resulting in unprecedented uncertainty, volatility and disruption in financial markets, and has placed significant health, economic and other major pressures throughout the communities we serve, the United States and globally. While some industries have been impacted more severely than others, all businesses have been impacted to some degree. This disruption has resulted in the shuttering of businesses across the country, significant job loss, material decreases in oil and gas prices and in business valuations, changes in consumer behavior related to pandemic fears, and aggressive measures by the federal government.

36



On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law. It contains substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The CARES Act also includes a range of other provisions designed to support the U.S. economy and mitigate the impact of COVID-19 on financial institutions and their customers, including through the authorization of various programs and measures that the U.S. Department of the Treasury, the Small Business Administration, the Federal Reserve Board, and other federal banking agencies may or are required to implement. Further, in response to the COVID-19 outbreak, the Federal Reserve Board has implemented or announced a number of facilities to provide emergency liquidity to various segments of the U.S. economy and financial market.

The primary components of income and expense affecting net income are discussed in the following analysis.

Net Interest Income

 The Corporation's primary source of earnings is net interest income, which is the difference between the interest earned on loans and other investments and the interest paid for deposits and other sources of funds. Net interest income increased $6.9 million in the three months ended March 31, 2020 to $36.4 million from $29.4 million in the same period in 2019. The net interest margin for the three months ended March 31, 2020 is 4.13% compared to 4.31% for the same period of 2019, a 4.18% decrease.

Non-Interest Income

 Non-interest income for the three months ended March 31, 2020 was $9.1 million compared to $7.6 million for the same period of 2019.

Non-Interest Expenses

The Corporation’s non-interest expense for the quarter ended March 31, 2020 was $27.6 million compared to $23.7 million for the same period in 2019.

Allowance for Loan Losses

The Corporation’s provision for loan losses increased to $2.7 million for first quarter of 2020 as compared to $1.5 million for the same period of 2019. The Corporation established a $1.0 million allowance for loan and lease losses in the first quarter of 2020 directly related to the initial estimate of losses resulting from the COVID-19 pandemic. Also, as provided by the Coronavirus Aid Relief and Economic Security Act, the Corporation elected to delay the implementation of the Current Expected Credit Loss accounting standard. Net charge offs for the first quarter of 2020 were $1.57 million compared to $496 thousand for the same period of 2019. Based on management’s analysis of the current portfolio, an evaluation that includes consideration of historical loss experience, non-performing loans trends, and probable incurred losses on identified problem loans, management believes the allowance is adequate with the adjustments made for the estimates relating to the COVID-19 pandemic.

Income Tax Expense

The Corporation’s effective income tax rate for the first three months of 2020 was 19.87% compared to 18.63% for the same period in 2019.


37


Non-performing Loans

Non-performing loans consist of (1) non-accrual loans on which the ultimate collectability of the full amount of interest is uncertain, (2) loans which have been renegotiated to provide for a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower, and (3) loans past due ninety days or more as to principal or interest. Non-performing loans increased to $17.6 million at March 31, 2020 compared to $15.3 million at December 31, 2019. Nonperforming loans increased 9.4% compared to $16.1 million as of March 31, 2019. A summary of non-performing loans at March 31, 2020 and December 31, 2019 follows:
 
(000's)
 
March 31, 2020
 
December 31, 2019
Non-accrual loans
$
12,011

 
$
9,535

Accruing restructured loans
3,227

 
3,318

Nonaccrual restructured loans
929

 
876

Accruing loans past due over 90 days
1,430

 
1,610

 
$
17,597

 
$
15,339

Ratio of the allowance for loan losses
 

 
 

as a percentage of non-performing loans
119.7
%
 
130.0
%


The following loan categories comprise significant components of the nonperforming non-restructured loans: 
 
(000's)
 
March 31, 2020
 
December 31, 2019
Non-accrual loans
 

 
 

Commercial loans
$
8,461

 
$
5,630

Residential loans
2,794

 
3,315

Consumer loans
756

 
590

 
$
12,011

 
$
9,535

Past due 90 days or more
 

 
 

Commercial loans
$
25

 
$
5

Residential loans
1,286

 
1,383

Consumer loans
119

 
222

 
$
1,430

 
$
1,610


The CARES Act includes a provision that permits a financial institution to elect to suspend temporarily troubled debt restructuring accounting under ASC Subtopic 310-40 in certain circumstances (“section 4013”). To be eligible under section 4013, a loan modification must be (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020. In response to this section of the CARES Act, the federal banking agencies issued a revised interagency statement on April 7, 2020 that, in consultation with the Financial Accounting Standards Board, confirmed that for loans not subject to section 4013, short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not troubled debt restructurings under ASC Subtopic 310-40. This includes short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. In the first quarter ending March 31, 2020, 81 loans totaling $110 million were modified, related to COVID-19, that were not considered troubled debt restructurings.

Interest Rate Sensitivity and Liquidity 

First Financial Corporation has established risk measures, limits and policy guidelines for managing interest rate risk and liquidity. Responsibility for management of these functions resides with the Asset Liability Committee. The primary goal of the Asset Liability Committee is to maximize net interest income within the interest rate risk limits approved by the Board of Directors.
 

38


Interest Rate Risk 

Management considers interest rate risk to be the Corporation’s most significant market risk. Interest rate risk is the exposure to changes in net interest income as a result of changes in interest rates. Consistency in the Corporation’s net interest income is largely dependent on the effective management of this risk.
 
The Asset Liability position is measured using sophisticated risk management tools, including earning simulation and market value of equity sensitivity analysis. These tools allow management to quantify and monitor both short-term and long-term exposure to interest rate risk. Simulation modeling measures the effects of changes in interest rates, changes in the shape of the yield curve and the effects of embedded options on net interest income. This measure projects earnings in the various environments over the next three years. It is important to note that measures of interest rate risk have limitations and are dependent on various assumptions. These assumptions are inherently uncertain and, as a result, the model cannot precisely predict the impact of interest rate fluctuations on net interest income. Actual results will differ from simulated results due to timing, frequency and amount of interest rate changes as well as overall market conditions. The Committee has performed a thorough analysis of these assumptions and believes them to be valid and theoretically sound. These assumptions are continuously monitored for behavioral changes.
 
The Corporation from time to time utilizes derivatives to manage interest rate risk. Management continuously evaluates the merits of such interest rate risk products but does not anticipate the use of such products to become a major part of the Corporation’s risk management strategy.

The table below shows the Corporation’s estimated sensitivity profile as of March 31, 2020. The change in interest rates assumes a parallel shift in interest rates of 100 and 200 basis points. Given a 100 basis point increase in rates, net interest income would increase 3.47% over the next 12 months and increase 7.20% over the following 12 months. Given a 100 basis point decrease in rates, net interest income would decrease 1.36% over the next 12 months and decrease 3.82% over the following 12 months. These estimates assume all rate changes occur overnight and management takes no action as a result of this change. 
Basis Point
 
Percentage Change in Net Interest Income
Interest Rate Change
 
12 months
 
24 months
 
36 months
Down 100
 
-1.36

 
-3.82

 
-5.60

Up 100
 
3.47

 
7.20

 
10.83

Up 200
 
3.81

 
10.75

 
17.90

     Typical rate shock analysis does not reflect management’s ability to react and thereby reduce the effect of rate changes, and represents a worst-case scenario.

 Liquidity Risk

 Liquidity represents an institution’s ability to provide funds to satisfy demands from depositors, borrowers, and other creditors by either converting assets into cash or accessing new or existing sources of incremental funds. Generally the Corporation relies on deposits, loan repayments and repayments of investment securities as its primary sources of funds. The Corporation has $10.4 million of investments that mature throughout the next 12 months. The Corporation also anticipates $199 million of principal payments from mortgage-backed securities. Given the current rate environment, the Corporation anticipates $28.1 million in securities to be called within the next 12 months. The Corporation also has unused borrowing capacity available with the Federal Home Loan Bank of Indianapolis and several correspondent banks. With these sources of funds, the Corporation currently anticipates adequate liquidity to meet the expected obligations of its customers.

Financial Condition 

Comparing the first three months of 2020 to the same period in 2019, loans, net of deferred loan costs, have increased $639 million to $2.6 billion. Deposits increased 36.03% to $3.3 billion at March 31, 2020 compared to March 31, 2019. Shareholders' equity increased 25.7% or $119.0 million. This financial performance increased book value per share 12.65% to$42.42 at March 31, 2020 from $37.66 at March 31, 2019. Book value per share is calculated by dividing the total shareholders' equity by the number of shares outstanding. These comparisons include the Corporation's acquisition of HopFed Bancorp, Hopkinsville, Kentucky on July 27, 2019. Total assets acquired were $926 million, including $675 million in loans. The acquisition also included $736 million in deposits.


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 Capital Adequacy 

The Federal Reserve, OCC and Federal Deposit Insurance Corporation (collectively, joint agencies) establish regulatory capital guidelines for U.S. banking organizations. Regulatory capital guidelines require that capital be measured in relation to the credit and market risks of both on- and off-balance sheet items using various risk weights. On January 1, 2015, the Basel 3 rules became effective and include transition provisions through January 1, 2019. Under Basel 3, Total capital consists of two tiers of capital, Tier 1 and Tier 2. Tier 1 capital is further composed of Common equity tier 1 capital and additional tier 1 capital.
Common equity tier 1 capital primarily includes qualifying common shareholders’ equity, retained earnings and certain minority interests. Goodwill, disallowed intangible assets and certain disallowed deferred tax assets are excluded from Common equity tier 1 capital.
Additional tier 1 capital primarily includes qualifying non-cumulative preferred stock, trust preferred securities (Trust Securities) subject to phase-out and certain minority interests. Certain deferred tax assets are also excluded.
Tier 2 capital primarily consists of qualifying subordinated debt, a limited portion of the allowance for loan and lease losses, Trust Securities subject to phase-out and reserves for unfunded lending commitments. The Corporation’s Total capital is the sum of Tier 1 capital plus Tier 2 capital.
To meet adequately capitalized regulatory requirements, an institution must maintain a Tier 1 capital ratio of 8.50 percent and a Total capital ratio of 10.50 percent. A “well-capitalized” institution must generally maintain capital ratios 200 bps higher than the minimum guidelines. The risk-based capital rules have been further supplemented by a Tier 1 leverage ratio, defined as Tier 1 capital divided by quarterly average total assets, after certain adjustments. BHCs must have a minimum Tier 1 leverage ratio of at least 4.0 percent. National banks must maintain a Tier 1 leverage ratio of at least 5.0 percent to be classified as “well capitalized.” Failure to meet the capital requirements established by the joint agencies can lead to certain mandatory and discretionary actions by regulators that could have a material adverse effect on the Corporation’s financial position. Below are the capital ratios for the Corporation and lead bank. 
The fully phased in capital conservation buffer set the minimum ratios for common equity Tier 1 capital at 7%, the Tier 1 capital at 8.5% and the total capital at 10.5%. Currently the Corporation exceeds all of these minimums.
 
March 31, 2020
 
December 31, 2019
 
To Be Well Capitalized
Common equity tier 1 capital
 
 
 
 
 
Corporation
16.19
%
 
15.51
%
 
N/A

First Financial Bank
15.98
%
 
15.40
%
 
6.50
%
Total risk-based capital
 

 
 

 
 

Corporation
16.89
%
 
16.16
%
 
N/A

First Financial Bank
16.54
%
 
15.91
%
 
10.00
%
Tier I risk-based capital
 

 
 

 
 

Corporation
16.19
%
 
15.51
%
 
N/A

First Financial Bank
15.98
%
 
15.40
%
 
8.00
%
Tier I leverage capital
 

 
 

 
 

Corporation
12.38
%
 
12.04
%
 
N/A

First Financial Bank
12.11
%
 
11.93
%
 
5.00
%


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ITEM 4.
Controls and Procedures
 
First Financial Corporation’s management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of March 31, 2020, an evaluation was performed under the supervision and with the participation of management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures. Based on that evaluation, management, including the principal executive officer and principal financial officer, concluded that the Corporation’s disclosure controls and procedures as of March 31, 2020 were effective in ensuring material information required to be disclosed in this Quarterly Report on Form 10-Q was recorded, processed, summarized, and reported on a timely basis. Additionally, there was no change in the Corporation's internal control over financial reporting that occurred during the quarter ended March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting.


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PART II – Other Information

ITEM 1.
Legal Proceedings.
 
There are no material pending legal proceedings, other than routine litigation incidental to the business of the Corporation or its subsidiaries, to which the Corporation or any of the subsidiaries is a party to or of which any of their respective property is subject. Further, there is no material legal proceeding in which any director, officer, principal shareholder, or affiliate of the Corporation or any of its subsidiaries, or any associate of such director, officer, principal shareholder or affiliate is a party, or has a material interest, adverse to the Corporation or any of its subsidiaries.
 
ITEM 1A.
Risk Factors.
 
There have been no material changes in the risk factors from those disclosed in the Corporation’s 2019 Form 10-K filed for December 31, 2019

In addition to the risk factors disclosed in these reports and registration statements, you should note the following additional risk factor:

The recent global coronavirus pandemic is likely to impact the financial condition and earnings prospects of the Corporation.

In December 2019, a novel strain of coronavirus, COVID-19, was reported in Wuhan, China. The coronavirus has since spread rapidly to many other countries, including the United States, and the World Health Organization formally declared the coronavirus outbreak a pandemic in March 2020. In response, federal and many state governments have implemented “stay at home” orders restricting the operations of businesses and the activities of individuals. These orders and other effects of the coronavirus pandemic have had significant and widespread effects on the macroeconomic environment, leading to lower interest rates, depressed market valuations, heightened unemployment, heightened volatility in the financial, commodities and other markets, and significant disruption in banking and other financial activity in the areas in which the Corporation operates. The pandemic has also had a significant economic impact on a broad range of industries in which the customers of the Corporation operate. If the effects of the outbreak are prolonged or result in a lengthy recession, the risk factors set forth in the Corporation's Form 10-K could be exacerbated.

The coronavirus pandemic has created heightened credit risk. The financial performance of the Corporation is dependent upon the ability of borrowers to repay their loans and the value of the collateral supporting loans. The outbreak has caused and is likely to cause significant disruption in the business of our customers. Continued unfavorable market conditions and uncertainty due to the coronavirus pandemic may result in a deterioration in the credit quality of borrowers, an increase in the number of loan delinquencies, defaults and charge-offs, additional provisions for loan losses, adverse asset values of the collateral securing loans and an overall material adverse effect on the quality of the loan portfolio of the Corporation. Various state governments and federal agencies are requiring lenders to provide forbearance and other relief to borrowers. These regulatory programs and governmental policy, including the CARES Act Paycheck Protection Program (PPP) in which the Corporation is participating, may impact the Corporation’s ability to resolve credit delinquencies as well as create heightened litigation risk and risk of holding PPP loans at unfavorable interest rates.

In addition, following the coronavirus outbreak, market interest rates have declined significantly to historic lows. The reductions in interest rates, and continued fluctuations in the interest rate environment as a result of changes in monetary policies of the Federal Reserve Board, including in connection with efforts to address the economic fallout from the coronavirus outbreak, could have significant adverse effects on the yields received by the Corporation on its earning assets and otherwise compress the Corporation’s net interest margin which is an important component of the Corporation’s earnings. Continued volatility in interest rates could have a significant adverse effect on the Corporation’s earnings, financial condition and results of operations.

The spread of the coronavirus has caused the Corporation to change its business operations, including adopting a “drive thru banking” model at branch facilities and implementation of a work from home model for non-branch personnel. These changes may have detrimental impacts on the Corporation’s business due to reduced effectiveness of operations, unavailability of personnel, and increased cybersecurity risks related to the use of remote technology. The change in business operations and continued market uncertainty could also have a detrimental effect on the Corporation’s relationship with its customers as well as reduce demand for loans and other products and services offered by the Corporation upon which it relies to drive growth.


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The extent to which the coronavirus pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus pandemic and the actions required to contain and treat it, reactions by companies, clients, investors, governmental entities and financial, commodities and other markets to such actions, and the effect of the pandemic on short- and long-term general economic conditions, among other factors. There can be no assurance that efforts by the Corporation to address the adverse impacts of the coronavirus will be effective. If the significant effects of the outbreak are prolonged and if the Corporation is unable to recover from this business disruption on a timely basis, the Corporation’s business, financial condition and results of operations may be significantly adversely affected.

ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 
(a) None.
 
(b) Not applicable.
 
(c) Purchases of Equity Securities
 
The Corporation periodically acquires shares of its common stock directly from shareholders in individually negotiated transactions. On February 3, 2016 First Financial Corporation issued a press release announcing that its Board of Directors has authorized a stock repurchase program pursuant to which up to 5% of the Corporations outstanding shares of common stock, or approximately 637,500 shares may be repurchased.

Following is certain information regarding shares of common stock purchased by the Corporation during the quarter covered by this report.
 
 
 
 
 
(c)
 
 
 
 
 
 
 
Total Number Of Shares
 
 
 
 
 
 
 
Purchased As Part Of
 
 (c) Maximum
 
 (a) Total Number Of
 
 (b) Average Price
 
Publicly Announced Plans
 
Number of Shares That May Yet
 
Shares Purchased
 
Paid Per Share
 
Or Programs *
 
Be Purchased *
January 1-31, 2020

 

 
N/A
 
N/A
February 1-29, 2020

 

 
 
March 1-31, 2020
39,266

 
34.92

 
39,266
 
32,616
Total
39,266

 
34.92

 
39,266
 
32,616

ITEM 3.
Defaults upon Senior Securities.
 
Not applicable.

ITEM 4.
Mine Safety Disclosures
 
Not applicable.

ITEM 5.
Other Information.
 
Not applicable.

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ITEM 6.
Exhibits.
Exhibit No.:
Description of Exhibit:
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.
Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3(ii) of the Corporation’s Form 8-K filed on August 24, 2012.
Resolution to Amend Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3(iii) of the Corporation’s Form 8-K filed on April 13, 2020.
Employment Agreement for Norman L. Lowery, dated and effective July 1, 2019, incorporated by reference to Exhibit 10.01 of the Corporation’s Form 8-K filed on April 3, 2019.
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.
2005 Long-Term Incentive Plan of First Financial Corporation, incorporated by reference to Exhibit 10.7 of the Corporation’s Form 8-K filed on September 4, 2007.
2005 Executives Deferred Compensation Plan, incorporated by reference to Exhibit 10.5 of the Corporation’s Form 8-K filed on September 4, 2007.
2005 Executives Supplemental Retirement Plan, incorporated by reference to Exhibit 10.6 of the Corporation’s Form 8-K filed on September 4, 2007.
First Financial Corporation 2010 Long-Term Incentive Compensation Plan incorporated by reference to Exhibit 10. 9 of the Corporation’s Form 10-K filed March 15, 2011.
First Financial Corporation 2011 Short-Term Incentive Compensation Plan incorporated by reference to Exhibit 10.10 of the Corporation’s Form 10-K filed March 15, 2011.
First Financial Corporation 2011 Omnibus Equity Incentive Plan incorporated by reference to Exhibit 10.11 of the Corporation’s Form 10-Q for the quarter ended March 31, 2011 filed on May 9, 2011.
Form of Restricted Stock Award Agreement under the First Financial Corporation 2011 Omnibus Equity Incentive Plan incorporated by reference to Exhibit 10.12 of the Corporation's Form 10-Q for the quarter ended March 31, 2012 filed on May 10, 2012.
Employment Agreement for Norman D. Lowery, effective January 1, 2020, incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K filed April 2, 2020.
Employment Agreement for Rodger A. McHargue, effective January 1, 2020, incorporated by reference to Exhibit 10.2 of the Corporation’s Form 8-K filed April 2, 2020.
Employment Agreement for Steven H. Holliday, effective January 1, 2020, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 8-K filed April 2, 2020.
Employment Agreement for Karen L. Stinson-Milienu, effective January 1, 2020, incorporated by reference to Exhibit 10.4 of the Corporation’s Form 8-K filed April 2, 2020.
Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 by Principal Executive Officer, dated May 7, 2020.
Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 by Principal Financial Officer, dated May 7, 2020.
Certification, dated May 6, 2020, 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, 2020.
101.1
Financial statements from the Quarterly Report on Form 10-Q of the Corporation for the quarter ended March 31, 2020, formatted in XBRL pursuant to Rule 405 : (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Shareholders’ Equity, and (v) Notes to Consolidated Financial Statements, as blocks of text and in detail**.
 
*Management contract or compensatory plan or arrangement.
 
**Furnished, not filed, for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

44



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
 
 
FIRST FINANCIAL CORPORATION
 
 
 
(Registrant)
 
 
 
 
Date:
May 7, 2020
 
By     /s/ Norman L. Lowery
 
 
 
Norman L. Lowery, Vice Chairman, President and CEO
 
 
 
(Principal Executive Officer)
 
 
 
 
Date:
May 7, 2020
 
By     /s/ Rodger A. McHargue
 
 
 
Rodger A. McHargue, Treasurer and CFO
 
 
 
(Principal Financial Officer)


45