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FIRST FINANCIAL CORP /IN/ - Quarter Report: 2014 June (Form 10-Q)

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
 
For The Quarterly Period Ended June 30, 2014
 
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 x  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 x   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 x
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x.
 
As of August 5, 2014, the registrant had outstanding 13,355,272 shares of common stock, without par value.
 


Table of Contents

FIRST FINANCIAL CORPORATION
 
FORM 10-Q
 
INDEX 
 
 
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2

Table of Contents

Part I – Financial Information
Item 1.
Financial Statements
FIRST FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except per share data)
 
June 30,
2014
 
December 31,
2013
 
   (unaudited)
ASSETS
 

 
 

Cash and due from banks
$
84,774

 
$
71,033

Federal funds sold
9,370

 
4,276

Securities available-for-sale
912,495

 
914,560

Loans:
 

 
 

Commercial
1,046,883

 
1,042,138

Residential
477,265

 
482,377

Consumer
268,403

 
268,033

 
1,792,551

 
1,792,548

Less:
 

 
 

Unearned Income
111

 
(1,120
)
Allowance for loan losses
(18,255
)
 
(20,068
)
 
1,774,407

 
1,771,360

Restricted Stock
21,064

 
21,057

Accrued interest receivable
10,950

 
11,554

Premises and equipment, net
51,754

 
51,449

Bank-owned life insurance
79,863

 
79,035

Goodwill
39,489

 
39,489

Other intangible assets
4,388

 
4,935

Other real estate owned
5,190

 
5,291

FDIC Indemnification Asset
420

 
1,055

Other assets
39,759

 
43,624

TOTAL ASSETS
$
3,033,923

 
$
3,018,718

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 

 
 

Deposits:
 

 
 

Non-interest-bearing
$
505,846

 
$
506,815

Interest-bearing:
 

 
 

Certificates of deposit of $100 or more
168,799

 
179,177

Other interest-bearing deposits
1,758,438

 
1,772,799

 
2,433,083

 
2,458,791

Short-term borrowings
73,420

 
59,592

Other borrowings
63,140

 
58,288

Other liabilities
58,534

 
55,852

TOTAL LIABILITIES
2,628,177

 
2,632,523

 
 
 
 
Shareholders’ equity
 

 
 

Common stock, $.125 stated value per share;
 
 
 

Authorized shares-40,000,000
 

 
 

Issued shares-14,538,132 in 2014 and 14,516,113 in 2013
 

 
 

Outstanding shares-13,355,272 in 2014 and 13,343,029 in 2013
1,812

 
1,811

Additional paid-in capital
71,557

 
71,074

Retained earnings
366,858

 
357,083

Accumulated other comprehensive loss
(4,320
)
 
(13,969
)
Less: Treasury shares at cost-1,182,860 in 2014 and 1,173,084 in 2013
(30,161
)
 
(29,804
)
TOTAL SHAREHOLDERS’ EQUITY
405,746

 
386,195

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
3,033,923

 
$
3,018,718

See accompanying notes.
 

3

Table of Contents

FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
(Dollar amounts in thousands, except per share data) 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2014
 
2013
 
2014
 
2013
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
INTEREST INCOME:
 

 
 

 
 

 
 

Loans, including related fees
$
21,625

 
$
22,576

 
$
43,843

 
$
46,030

Securities:
 

 
 

 
 

 
 

Taxable
4,298

 
3,479

 
8,742

 
6,694

Tax-exempt
1,766

 
1,761

 
3,512

 
3,531

Other
426

 
489

 
842

 
992

TOTAL INTEREST INCOME
28,115

 
28,305

 
56,939

 
57,247

INTEREST EXPENSE:
 

 
 

 
 

 
 

Deposits
1,233

 
1,534

 
2,523

 
3,276

Short-term borrowings
22

 
19

 
36

 
39

Other borrowings
254

 
1,014

 
632

 
2,021

TOTAL INTEREST EXPENSE
1,509

 
2,567

 
3,191

 
5,336

NET INTEREST INCOME
26,606

 
25,738

 
53,748

 
51,911

Provision for loan losses
(356
)
 
2,960

 
1,604

 
5,981

NET INTEREST INCOME AFTER PROVISION
 

 
 

 
 

 
 

FOR LOAN LOSSES
26,962

 
22,778

 
52,144

 
45,930

NON-INTEREST INCOME:
 

 
 

 
 

 
 

Trust and financial services
1,414

 
1,403

 
2,903

 
2,929

Service charges and fees on deposit accounts
2,761

 
2,394

 
5,245

 
4,648

Other service charges and fees
2,989

 
2,726

 
5,828

 
5,226

Securities gains/(losses), net
(1
)
 
3

 
(1
)
 
7

Insurance commissions
1,852

 
1,941

 
3,765

 
3,904

Gain on sales of mortgage loans
457

 
943

 
833

 
1,906

Other
93

 
253

 
1,103

 
920

TOTAL NON-INTEREST INCOME
9,565

 
9,663

 
19,676

 
19,540

NON-INTEREST EXPENSE:
 

 
 

 
 

 
 

Salaries and employee benefits
13,887

 
13,713

 
27,983

 
27,309

Occupancy expense
1,789

 
1,576

 
3,714

 
3,098

Equipment expense
1,904

 
1,537

 
3,562

 
3,038

FDIC Expense
473

 
502

 
960

 
1,059

Other
5,996

 
6,055

 
11,535

 
11,078

TOTAL NON-INTEREST EXPENSE
24,049

 
23,383

 
47,754

 
45,582

INCOME BEFORE INCOME TAXES
12,478

 
9,058

 
24,066

 
19,888

Provision for income taxes
3,990

 
2,612

 
7,747

 
5,749

NET INCOME
8,488

 
6,446

 
16,319

 
14,139

OTHER COMPREHENSIVE INCOME
 

 
 

 
 

 
 

Change in unrealized gains/losses on securities, net of reclassifications and taxes
4,116

 
(10,559
)
 
9,419

 
(12,226
)
Change in funded status of post retirement benefits, net of taxes
115

 
338

 
230

 
552

COMPREHENSIVE INCOME
$
12,719

 
$
(3,775
)
 
$
25,968

 
$
2,465

PER SHARE DATA
 
 
 
 
 
 
 
Basic and Diluted Earnings per Share
$
0.63

 
$
0.48

 
$
1.22

 
$
1.06

Dividends per Share
$
0.49

 
$
0.48

 
$
0.49

 
$
0.48

Weighted average number of shares outstanding (in thousands)
13,355

 
13,307

 
13,352

 
13,304

See accompanying notes.

4

Table of Contents

FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Three Months Ended
June 30, 2014, and 2013
(Dollar amounts in thousands, except per share data)
(Unaudited)

 
Common
Stock
 
Additional
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income/(Loss)
 
Treasury
Stock
 
Total
Balance, April 1, 2013
$
1,809

 
$
70,171

 
$
346,035

 
$
(8,925
)
 
$
(30,707
)
 
$
378,383

Net income

 

 
6,446

 

 

 
6,446

Other comprehensive income

 

 

 
(10,221
)
 

 
(10,221
)
Omnibus Equity Incentive Plan

 
183

 

 

 

 
183

Cash Dividends, $.48 per share

 

 
(6,389
)
 

 

 
(6,389
)
Balance, June 30, 2013
$
1,809

 
$
70,354

 
$
346,092

 
$
(19,146
)
 
$
(30,707
)
 
$
368,402

 
 
 
 
 
 
 
 
 
 
 
 
Balance, April 1, 2014
$
1,812

 
$
71,315

 
$
364,914

 
$
(8,551
)
 
$
(30,161
)
 
$
399,329

Net income

 

 
8,488

 

 

 
8,488

Other comprehensive income

 

 

 
4,231

 

 
4,231

Omnibus Equity Incentive Plan

 
242

 

 

 

 
242

Cash Dividends, $.49 per share

 

 
(6,544
)
 

 

 
(6,544
)
Balance, June 30, 2014
$
1,812

 
$
71,557

 
$
366,858

 
$
(4,320
)
 
$
(30,161
)
 
$
405,746

See accompanying notes.






























5

Table of Contents


FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Six Months Ended
June 30, 2014, and 2013
(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, 2013
$
1,808

 
$
69,989

 
$
338,342

 
$
(7,472
)
 
$
(30,545
)
 
$
372,122

Net income

 

 
14,139

 

 

 
14,139

Other comprehensive income

 

 

 
(11,674
)
 

 
(11,674
)
Treasury stock purchase (5,354 shares)

 

 

 

 
(162
)
 
(162
)
Omnibus Equity Incentive Plan
1

 
365

 

 

 

 
366

Cash Dividends, $.48 per share

 

 
(6,389
)
 

 

 
(6,389
)
Balance, June 30, 2013
$
1,809

 
$
70,354

 
$
346,092

 
$
(19,146
)
 
$
(30,707
)
 
$
368,402

 
 
 
 
 
 
 
 
 
 
 
 
Balance, January 1, 2014
$
1,811

 
$
71,074

 
$
357,083

 
$
(13,969
)
 
$
(29,804
)
 
$
386,195

Net income

 

 
16,319

 

 

 
16,319

Other comprehensive income (loss)

 

 

 
9,649

 

 
9,649

Treasury stock purchase (9,776 shares)

 

 

 

 
(357
)
 
(357
)
Omnibus Equity Incentive Plan
1

 
483

 

 

 

 
484

Cash Dividends, $.49 per share

 

 
(6,544
)
 

 

 
(6,544
)
Balance, June 30, 2014
$
1,812

 
$
71,557

 
$
366,858

 
$
(4,320
)
 
$
(30,161
)
 
$
405,746

See accompanying notes.


6

Table of Contents

FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands, except per share data)  
 
Six Months Ended 
 June 30,
 
2014
 
2013
 
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
 

 
 

Net Income
$
16,319

 
$
14,139

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

 
 

Net amortization (accretion) of premiums and discounts on investments
1,318

 
1,465

Provision for loan losses
1,604

 
5,981

Securities (gains) losses
1

 
(7
)
(Gain) loss on sale of other real estate
62

 
51

Restricted stock compensation
484

 
366

Depreciation and amortization
2,943

 
2,705

Other, net
1,394

 
329

NET CASH FROM OPERATING ACTIVITIES
24,125

 
25,029

CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Proceeds from sales of securities available-for-sale
355

 
5,023

Redemption of restricted stock

 
250

Purchases of restricted stock
(7
)
 
(8
)
Calls, maturities and principal reductions on securities available-for-sale
65,595

 
86,246

Purchases of securities available-for-sale
(50,051
)
 
(259,646
)
Loans made to customers, net of repayment
(5,384
)
 
44,345

Proceeds from sales of other real estate owned
841

 
966

Net change in federal funds sold
(5,094
)
 
10,585

Additions to premises and equipment
(2,701
)
 
(1,280
)
NET CASH FROM INVESTING ACTIVITIES
3,554

 
(113,519
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Net change in deposits
(26,004
)
 
2,877

Net change in short-term borrowings
13,828

 
(11,357
)
Proceeds from other borrowings
100,000

 
95,000

Maturities of other borrowings
(95,000
)
 
(5,000
)
Purchase of treasury stock
(357
)
 
(162
)
Dividends paid
(6,405
)
 
(6,378
)
NET CASH FROM FINANCING ACTIVITIES
(13,938
)
 
74,980

NET CHANGE IN CASH AND CASH EQUIVALENTS
13,741

 
(13,510
)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
71,033

 
87,230

CASH AND CASH EQUIVALENTS, END OF PERIOD
$
84,774

 
$
73,720

See accompanying notes.


7

Table of Contents

FIRST FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
The accompanying June 30, 2014 and 2013 consolidated financial statements are unaudited. The December 31, 2013 consolidated financial statements are as reported in the First Financial Corporation (the “Corporation”) 2013 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, 2013

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.
 
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. In 2014 and 2013, 22,019 and 30,219 shares were awarded, respectively. These shares had a grant date value of $708 thousand and $923 thousand for 2014 and 2013, 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. 

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 June 30. 
Allowance for Loan Losses:
 
June 30, 2014
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Beginning balance
 
$
12,453

 
$
1,581

 
$
3,864

 
$
2,510

 
$
20,408

Provision for loan losses*
 
(1,051
)
 
(54
)
 
533

 
(248
)
 
(820
)
Loans charged -off
 
(710
)
 
(633
)
 
(982
)
 

 
(2,325
)
Recoveries
 
158

 
480

 
354

 

 
992

Ending Balance
 
$
10,850

 
$
1,374

 
$
3,769

 
$
2,262

 
$
18,255


* Provision before increase of $464 thousand in 2014 for decrease in FDIC indemnification asset
Allowance for Loan Losses:
 
June 30, 2013
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Beginning balance
 
$
14,144

 
$
5,400

 
$
3,481

 
$
2,247

 
$
25,272

Provision for loan losses*
 
1,660

 
303

 
611

 
126

 
2,700

Loans charged -off
 
(1,435
)
 
(4,127
)
 
(811
)
 

 
(6,373
)
Recoveries
 
162

 
16

 
356

 

 
534

Ending Balance
 
$
14,531

 
$
1,592

 
$
3,637

 
$
2,373

 
$
22,133


* Provision before increase of $260 thousand in 2013 for decrease in FDIC indemnification asset










8

Table of Contents

The following table presents the activity of the allowance for loan losses by portfolio segment for the six months
ended June 30. 
Allowance for Loan Losses:
 
June 30, 2014
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Beginning balance
 
$
12,450

 
$
1,585

 
$
3,650

 
$
2,383

 
$
20,068

Provision for loan losses*
 
(319
)
 
12

 
1,333

 
(121
)
 
905

Loans charged -off
 
(1,646
)
 
(805
)
 
(2,035
)
 
 
 
(4,486
)
Recoveries
 
365

 
582

 
821

 
 
 
1,768

Ending Balance
 
$
10,850

 
$
1,374

 
$
3,769

 
$
2,262

 
$
18,255


* Provision before increase of $699 thousand in 2014 for decrease in FDIC indemnification asset
Allowance for Loan Losses:
 
June 30, 2013
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Beginning balance
 
$
10,987

 
$
5,426

 
$
3,879

 
$
1,666

 
$
21,958

Provision for loan losses*
 
2,924

 
500

 
844

 
707

 
4,975

Loans charged -off
 
(1,885
)
 
(4,399
)
 
(1,837
)
 
 
 
(8,121
)
Recoveries
 
2,505

 
65

 
751

 
 
 
3,321

Ending Balance
 
$
14,531

 
$
1,592

 
$
3,637

 
$
2,373

 
$
22,133


* Provision before increase of $1.01 million in 2013 for decrease in FDIC indemnification asset

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 June 30, 2014 and December 31, 2013
Allowance for Loan Losses
 
June 30, 2014
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Individually evaluated for impairment
 
$
2,590

 
$

 
$

 
$

 
$
2,590

Collectively evaluated for impairment
 
7,467

 
1,295

 
3,769

 
2,262

 
14,793

Acquired with deteriorated credit quality
 
793

 
79

 

 

 
872

Ending Balance
 
$
10,850

 
$
1,374

 
$
3,769

 
$
2,262

 
$
18,255

 
Loans:
 
June 30, 2014
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
 
 
Total
Individually evaluated for impairment
 
$
15,548

 
$
35

 
$

 
 
 
$
15,583

Collectively evaluated for impairment
 
1,028,728

 
476,753

 
269,610

 
 
 
1,775,091

Acquired with deteriorated credit quality
 
7,665

 
1,872

 

 
 
 
9,537

Ending Balance
 
$
1,051,941

 
$
478,660

 
$
269,610

 
 
 
$
1,800,211

Allowance for Loan Losses:
 
December 31, 2013
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Individually evaluated for impairment
 
3,158

 

 

 

 
3,158

Collectively evaluated for impairment
 
8,421

 
1,408

 
3,650

 
2,383

 
15,862

Acquired with deteriorated credit quality
 
871

 
177

 

 

 
1,048

Ending Balance
 
$
12,450

 
$
1,585

 
$
3,650

 
$
2,383

 
$
20,068


9

Table of Contents

Loans
 
December 31, 2013
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
 
 
Total
Individually evaluated for impairment
 
18,825

 
37

 

 
 
 
18,862

Collectively evaluated for impairment
 
1,020,771

 
481,439

 
269,352

 
 
 
1,771,562

Acquired with deteriorated credit quality
 
8,001

 
2,397

 

 
 
 
10,398

Ending Balance
 
$
1,047,597

 
$
483,873

 
$
269,352

 
 
 
$
1,800,822


The following tables present loans individually evaluated for impairment by class of loans. 
 
 
 
 
 
 
June 30, 2014
 
 
 
 
 
 
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
 
$
265

 
$
265

 
$

 
$
1,359

 
$

 
$

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 
250

 
84

 

 
97

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 

 

 

 

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 

 

 

 

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
8,895

 
7,381

 
1,623

 
7,850

 

 

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 
6,518

 
6,518

 
802

 
6,666

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 
1,384

 
1,384

 
165

 
1,159

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
35

 
35

 

 
36

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

TOTAL
 
$
17,347

 
$
15,667

 
$
2,590

 
$
17,167

 
$

 
$

 


10

Table of Contents

 
 
 
 
 
 
December 31, 2013
 
 
 
 
 
 
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
 
$
2,120

 
$
1,918

 
$

 
$
1,555

 
$

 
$

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 
271

 
105

 

 
26

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 

 

 

 

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 

 

 

 
7

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
10,134

 
8,620

 
1,612

 
13,029

 
217

 
217

Farmland
 

 

 

 
356

 
113

 
113

Non Farm, Non Residential
 
7,664

 
7,204

 
1,500

 
7,921

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 
1,062

 
1,062

 
46

 
2,979

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
37

 
37

 

 
524

 

 

Home Equity
 

 

 

 
113

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 
2,216

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

TOTAL
 
$
21,288

 
$
18,946

 
$
3,158

 
$
28,726

 
$
330

 
$
330

 












11

Table of Contents

 
 
Three Months Ended 
 June 30, 2014
 
Six Months Ended 
 June 30, 2014
 
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest Income
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest Income
(Dollar amounts in thousands)
 
Investment
 
Recognized
 
Recognized
 
Investment
 
Recognized
 
Recognized
With no related allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
1,080

 
$

 
$

 
$
1,359

 
$

 
$

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 
93

 

 

 
97

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 

 

 

 

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 

 

 

 

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
7,466

 

 

 
7,850

 

 

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 
6,397

 

 

 
6,666

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 
1,207

 

 

 
1,159

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
36

 

 

 
36

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

TOTAL
 
$
16,279

 
$

 
$

 
$
17,167

 
$

 
$




12

Table of Contents

 
 
Three Months Ended 
 June 30, 2013
 
Six Months Ended 
 June 30, 2013
 
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest Income
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest Income
(Dollar amounts in thousands)
 
Investment
 
Recognized
 
Recognized
 
Investment
 
Recognized
 
Recognized
With no related allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
1,284

 
$

 
$

 
$
856

 
$

 
$

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 
1,975

 

 

 
2,798

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 

 

 

 

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 

 

 

 
250

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 
83

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
16,669

 

 

 
17,068

 

 

Farmland
 
891

 

 

 
891

 

 

Non Farm, Non Residential
 
2,609

 

 

 
3,345

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 
1,384

 

 

 
1,428

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
1,213

 

 

 
1,213

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 
293

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

TOTAL
 
$
26,025

 
$

 
$

 
$
28,225

 
$

 
$













13

Table of Contents


The table below presents the recorded investment in non-performing loans.
 
 
June 30, 2014
 
December 31, 2013
 
 
Loans Past
Due Over
90 Day Still
 
Troubled
Debt
 
 
 
Loans Past
Due Over
90 Day Still
 
Troubled
Debt
 
 
(Dollar amounts in thousands)
 
Accruing
 
Restructurings
 
Nonaccrual
 
Accruing
 
Restructurings
 
Nonaccrual
Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$

 
$
5,053

 
$
4,606

 
$
240

 
$
6,578

 
$
6,861

Farmland
 

 

 
91

 

 

 
99

Non Farm, Non Residential
 

 
4,080

 
5,364

 
489

 
5,687

 
4,918

Agriculture
 

 

 
320

 

 

 
134

All Other Commercial
 

 

 
1,720

 

 

 
1,412

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
722

 
4,916

 
4,493

 
1,100

 
4,283

 
4,047

Home Equity
 
9

 

 
287

 
40

 

 
195

Junior Liens
 
80

 

 
409

 
147

 

 
390

Multifamily
 

 
56

 
1

 

 
61

 
433

All Other Residential
 
3

 

 
119

 
1

 

 
130

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 
108

 
524

 
385

 
187

 
626

 
186

All Other Consumer
 

 
35

 
611

 
3

 
17

 
974

TOTAL
 
$
922

 
$
14,664

 
$
18,406

 
$
2,207

 
$
17,252

 
$
19,779


There we no loans covered by loss share agreements with the FDIC included in loans past due over 90 days still on accrual at June 30, 2014 but there was $580 thousand at December 31, 2013. Covered loans included in non-accrual loans are $780 thousand at June 30, 2014 and $1.1 million at December 31, 2013. Covered loans of $84 thousand at June 30, 2014 and December 31, 2013 are deemed impaired and have no allowance for loan loss allocated to them, respectively for June 30, 2014 and December 31, 2013. Non-performing loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

The commercial and industrial loans and non farm, non residential loans included in restructured loans above are also on non-accrual.

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



14

Table of Contents

The following table presents the aging of the recorded investment in loans by past due category and class of loans. 
 
 
June 30, 2014
 
 
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
 
$
2,952

 
$
905

 
$
3,199

 
$
7,056

 
$
467,757

 
$
474,813

Farmland
 

 

 

 

 
92,786

 
92,786

Non Farm, Non Residential
 
452

 
422

 
565

 
1,439

 
235,586

 
237,025

Agriculture
 
111

 

 
151

 
262

 
120,851

 
121,113

All Other Commercial
 
41

 
122

 
188

 
351

 
125,853

 
126,204

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
1,060

 
967

 
2,039

 
4,066

 
320,554

 
324,620

Home Equity
 
149

 
10

 
97

 
256

 
40,292

 
40,548

Junior Liens
 
245

 
102

 
277

 
624

 
31,616

 
32,240

Multifamily
 
16

 

 

 
16

 
73,717

 
73,733

All Other Residential
 

 

 
3

 
3

 
7,516

 
7,519

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 
2,948

 
350

 
115

 
3,413

 
245,839

 
249,252

All Other Consumer
 
41

 
28

 

 
69

 
20,289

 
20,358

TOTAL
 
$
8,015

 
$
2,906

 
$
6,634

 
$
17,555

 
$
1,782,656

 
$
1,800,211

 
 
 
December 31, 2013
 
 
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
 
$
1,076

 
$
266

 
$
7,900

 
$
9,242

 
$
459,076

 
$
468,318

Farmland
 

 

 

 

 
92,602

 
92,602

Non Farm, Non Residential
 
362

 

 
2,042

 
2,404

 
239,183

 
241,587

Agriculture
 
31

 
32

 

 
63

 
136,388

 
136,451

All Other Commercial
 
50

 
217

 
188

 
455

 
108,184

 
108,639

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
5,594

 
1,513

 
1,701

 
8,808

 
324,141

 
332,949

Home Equity
 
307

 
7

 
40

 
354

 
41,350

 
41,704

Junior Liens
 
392

 
170

 
471

 
1,033

 
32,269

 
33,302

Multifamily
 
103

 
19

 
400

 
522

 
66,138

 
66,660

All Other Residential
 
88

 

 
1

 
89

 
9,169

 
9,258

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 
3,579

 
612

 
227

 
4,418

 
243,146

 
247,564

All Other Consumer
 
123

 
22

 
7

 
152

 
21,636

 
21,788

TOTAL
 
$
11,705

 
$
2,858

 
$
12,977

 
$
27,540

 
$
1,773,282

 
$
1,800,822






 


15

Table of Contents


During the three and six months ended June 30, 2014 and 2013, the terms of certain loans were modified as troubled debt restructurings (TDRs). The following tables present the activity for TDR's.
 
 
 
 
2014
 
 
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Total
April 1,
 
9,343

 
4,362

 
620

 
14,325

    Added
 
441

 
668

 
30

 
1,139

    Charged Off
 

 

 
(19
)
 
(19
)
    Payments
 
(578
)
 
(74
)
 
(72
)
 
(724
)
June 30,
 
9,206

 
4,956

 
559

 
14,721

 
 
 
 
2013
 
 
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Total
April 1,
 
16,070

 
4,747

 
700

 
21,285

    Added
 

 

 
90

 
90

    Charged Off
 

 
(50
)
 
(23
)
 
(73
)
    Payments
 
(1,065
)
 
(125
)
 
(74
)
 
(1,264
)
June 30,
 
15,005

 
4,572

 
693

 
20,270

 
 
 
 
2014
 
 
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Total
January 1,
 
12,327

 
4,330

 
644

 
17,301

    Added
 
441

 
801

 
98

 
1,340

    Charged Off
 
(1,069
)
 

 
(39
)
 
(1,108
)
    Payments
 
(2,493
)
 
(175
)
 
(144
)
 
(2,812
)
June 30,
 
9,206

 
4,956

 
559

 
14,721

 
 
 
 
2013
 
 
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Total
January 1,
 
16,474

 
4,107

 
704

 
21,285

    Added
 

 
780

 
163

 
943

    Charged Off
 

 
(50
)
 
(32
)
 
(82
)
    Payments
 
(1,469
)
 
(265
)
 
(142
)
 
(1,876
)
June 30,
 
15,005

 
4,572

 
693

 
20,270



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 2014 or 2013 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.

During the three months ended June 30, 2014 and 2013 the Corporation modified 13 and 8 loans respectively. During the six months ended June 30, 2014 and 2013 the Corporation modified 25 and 16 loans respectively. In 2014 one of these loans was a commercial loan for $441 thousand. The remainder of the 2014 loans and all of the 2013 loans modified were smaller balance consumer and residential loans.
 
The Corporation has allocated $1.2 million and $3.7 million of specific reserves to customers whose loan terms have been modified in troubled debt restructurings at both June 30, 2014 and 2013, respectively. Specific reserves of $2.6 million were allocated to customers whose loan terms have been modified in troubled debt restructurings at December 31, 2013. The

16

Table of Contents

Corporation has not committed to lend additional amounts as of June 30, 2014 and 2013 to customers with outstanding loans that are classified as troubled debt restructurings. As of June 30, 2014 and 2013 there have been no loans that have been modified in troubled debt in the past 12 months that were charged off.

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 less than $100 thousand or are included in groups of homogeneous loans. As of June 30, 2014 and December 31, 2013, and based on the most recent analysis performed, the risk category of loans by class of loans are as follows:
 
 
June 30, 2014
(Dollar amounts in thousands)
 
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Not Rated
 
Total
Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
417,190

 
$
29,830

 
$
19,433

 
$
3,628

 
$
3,478

 
$
473,559

Farmland
 
85,730

 
5,386

 
368

 

 
19

 
91,503

Non Farm, Non Residential
 
190,004

 
20,980

 
25,427

 
114

 

 
236,525

Agriculture
 
111,137

 
7,439

 
849

 

 
423

 
119,848

All Other Commercial
 
105,137

 
7,756

 
9,663

 
38

 
2,854

 
125,448

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
112,178

 
4,452

 
8,434

 
1,070

 
197,425

 
323,559

Home Equity
 
12,014

 
422

 
1,452

 
100

 
26,497

 
40,485

Junior Liens
 
8,284

 
99

 
573

 
65

 
23,117

 
32,138

Multifamily
 
68,865

 
3,614

 
1,104

 

 

 
73,583

All Other Residential
 
1,287

 
195

 
427

 

 
5,591

 
7,500

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 
11,083

 
213

 
339

 
17

 
236,521

 
248,173

All Other Consumer
 
3,296

 
47

 
70

 
10

 
16,807

 
20,230

TOTAL
 
$
1,126,205

 
$
80,433

 
$
68,139

 
$
5,042

 
$
512,732

 
$
1,792,551


17

Table of Contents

 
 
December 31, 2013
(Dollar amounts in thousands)
 
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Not Rated
 
Total
Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
406,650

 
$
18,968

 
$
30,986

 
$
4,069

 
$
6,426

 
$
467,099

Farmland
 
86,633

 
3,631

 
347

 

 
445

 
91,056

Non Farm, Non Residential
 
207,115

 
13,408

 
19,719

 
809

 

 
241,051

Agriculture
 
128,137

 
6,482

 
105

 

 
71

 
134,795

All Other Commercial
 
93,515

 
2,297

 
10,038

 
44

 
2,243

 
108,137

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
114,074

 
3,834

 
8,498

 
995

 
204,416

 
331,817

Home Equity
 
12,883

 
274

 
1,071

 
113

 
27,295

 
41,636

Junior Liens
 
8,858

 
60

 
550

 
67

 
23,654

 
33,189

Multifamily
 
63,073

 
1,908

 
1,482

 
48

 

 
66,511

All Other Residential
 
3,643

 

 
31

 

 
5,550

 
9,224

Consumer
 


 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 
11,447

 
219

 
510

 
9

 
234,210

 
246,395

All Other Consumer
 
3,507

 
46

 
79

 
22

 
17,984

 
21,638

TOTAL
 
$
1,139,535

 
$
51,127

 
$
73,416

 
$
6,176

 
$
522,294

 
$
1,792,548

 

3.
Securities

The amortized cost and fair value of the Corporation’s investments are shown below. All securities are classified as available-for-sale.
 
 
June 30, 2014
(Dollar amounts in thousands)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
U.S. Government agencies
 
$
1,529

 
$
22

 
$

 
$
1,551

Mortgage Backed Securities - Residential
 
178,473

 
8,125

 
(879
)
 
185,719

Mortgage Backed Securities - Commercial
 
22

 
1

 

 
23

Collateralized Mortgage Obligations
 
519,491

 
2,190

 
(12,931
)
 
508,750

State and Municipal Obligations
 
193,608

 
8,702

 
(479
)
 
201,831

Collateralized Debt Obligations
 
10,555

 
6,035

 
(1,969
)
 
14,621

TOTAL
 
$
903,678

 
$
25,075

 
$
(16,258
)
 
$
912,495

 
 
December 31, 2013
(Dollar amounts in thousands)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
U.S. Government agencies
 
$
1,623

 
$
10

 
$

 
$
1,633

Mortgage Backed Securities-residential
 
191,995

 
7,761

 
(1,992
)
 
197,764

Mortgage Backed Securities-commercial
 
4,642

 
1

 
(252
)
 
4,391

Collateralized mortgage obligations
 
521,148

 
1,492

 
(15,899
)
 
506,741

State and municipal
 
190,521

 
6,388

 
(1,922
)
 
194,987

Collateralized debt obligations
 
10,968

 
4,695

 
(6,619
)
 
9,044

TOTAL
 
$
920,897

 
$
20,347

 
$
(26,684
)
 
$
914,560

 

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Contractual maturities of debt securities at June 30, 2014 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
 
$
8,533

 
$
8,655

Due after one but within five years
 
34,546

 
36,064

Due after five but within ten years
 
89,392

 
93,301

Due after ten years
 
592,712

 
588,733

 
 
725,183

 
726,753

Mortgage-backed securities
 
178,495

 
185,742

TOTAL
 
$
903,678

 
$
912,495

 
There were $1 thousand in losses from investment sales realized by the Corporation for the three and six months ended June 30, 2014. For the three months ended June 30, 2013 there were $3 thousand in gains on sales of investment securities. For the six months ended June 30, 2013 there were $7 thousand in gains on sales of investment securities.
 
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 June 30, 2014 and December 31, 2013
 
 
June 30, 2014
 
 
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
Mortgage Backed Securities - Residential
 
$
55,101

 
$
(878
)
 
$
123

 
$
(1
)
 
$
55,224

 
$
(879
)
Collateralized mortgage obligations
 
258,410

 
(11,873
)
 
118,571

 
(1,058
)
 
376,981

 
(12,931
)
State and municipal obligations
 
16,246

 
(450
)
 
7,430

 
(29
)
 
23,676

 
(479
)
Collateralized Debt Obligations
 

 

 
9,949

 
(1,969
)
 
9,949

 
(1,969
)
Total temporarily impaired securities
 
$
329,757

 
$
(13,201
)
 
$
136,073

 
$
(3,057
)
 
$
465,830

 
$
(16,258
)
 
 
 
December 31, 2013
 
 
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
Mortgage Backed Securities - Residential
 
$
52,524

 
$
(1,645
)
 
$
6,022

 
$
(347
)
 
$
58,546

 
$
(1,992
)
Mortgage Backed Securities - Commercial
 

 

 
4,357

 
(252
)
 
4,357

 
(252
)
Collateralized mortgage obligations
 
406,291

 
(13,979
)
 
29,588

 
(1,920
)
 
435,879

 
(15,899
)
State and municipal obligations
 
43,899

 
(1,746
)
 
2,305

 
(176
)
 
46,204

 
(1,922
)
Collateralized Debt Obligations
 

 

 
3,686

 
(6,619
)
 
3,686

 
(6,619
)
Total temporarily impaired securities
 
$
502,714

 
$
(17,370
)
 
$
45,958

 
$
(9,314
)
 
$
548,672

 
$
(26,684
)
 
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.
 
In determining OTTI under the FASB ASC 320 model, management considers many factors, including: (1)the length of time and the extent to which the fair value has been less than cost, (2)the financial condition and near-term prospects of the issuer,

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(3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the security or more likely than not will be required to sell the security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

The second segment of the portfolio uses the OTTI guidance provided by FASB ASC 325 that is specific to purchased beneficial interests that, on the purchase date, were rated below AA. Under the FASB ASC 325 model, the Company compares the present value of the remaining cash flows as estimated at the preceding evaluation date to the current expected remaining cash flows. An OTTI is deemed to have occurred if there has been an adverse change in the remaining expected future cash flows.
 
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 $16.3 million as of June 30, 2014 and $26.7 million as of December 31, 2013. 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.
 
A significant portion of the securities in an unrealized loss position for more than 12 months relate to collateralized debt obligations that were separately evaluated under FASB ASC 325-40, Beneficial Interests in Securitized Financial Assets. Based upon qualitative considerations, such as a down grade in credit rating or further defaults of underlying issuers during the quarter, and an analysis of expected cash flows, we have determined that three of the CDO’s included in collateralized debt obligations were other-than-temporarily impaired, though no impairment was identified during 2014 or 2013. Those three CDO’s have a contractual balance of $25.8 million at June 30, 2014 which has been reduced to a fair value of $14.3 million by $1.6 million of interest payments received, $14.1 million of cumulative OTTI charges recorded through earnings to date, and $4.2 million recorded in other comprehensive income ($2.5 million after tax effect). The severity of the OTTI recorded varies by security, based on the analysis described below, and ranges at June 30, 2014 from 28% to 93%. The losses recorded in other comprehensive income represents temporary impairment due to factors other than credit loss, mainly current market illiquidity. The issuers in these securities are primarily banks, but some of the pools do include a limited number of insurance companies. The market for these securities has continued to be very illiquid, there are very few new issuances of trust preferred securities and the credit spreads implied by current prices have increased dramatically and remain very high, resulting in significant non-credit related impairment. The Company uses the OTTI evaluation model to compare the present value of expected cash flows to the previous estimate to ensure there are no adverse changes in cash flows during the quarter. The OTTI model considers the structure and term of the CDO and the financial condition of the underlying issuers. Specifically, the model details interest rates, principal balances of note classes and underlying issuers, the timing and amount of interest and principal payments of the underlying issuers, and the allocation of the payments to the note classes. Cash flows are projected using a forward rate LIBOR curve, as these CDOs are variable rate instruments. An average rate is then computed using this same forward rate curve to determine an appropriate discount rate (3 month LIBOR plus margin ranging from 160 to 180 basis points). The current estimate of expected cash flows is based on the most recent trustee reports and any other relevant market information including announcements of interest payment deferrals or defaults of underlying trust preferred securities. Assumptions used in the model include expected future default rates and prepayments. In addition we use the model to “stress” each CDO, or make assumptions more severe than expected activity, to determine the degree to which assumptions could deteriorate before the CDO could no longer fully support repayment of the Company’s note class.
  
Collateralized debt obligations include an investment in a CDO consisting of pooled trust preferred securities in which the issuers are primarily banks. This CDO with an amortized cost of $389 thousand and a fair value of $368 thousand is rated BAA3 and is the senior tranche, is not in the scope of FASB ASC 325, as it was rated high investment grade at purchase, and is not considered to be other-than-temporarily impaired based on its credit quality. Its fair value is negatively impacted by the factors described above.
 

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Management has consistently used Standard & Poors pricing to value these investments. There are a number of other pricing sources available to determine fair value for these investments. These sources utilize a variety of methods to determine fair value. The result is a wide range of estimates of fair value for these securities. The Standard & Poors pricing ranges from 4.4 to 90.3 while Moody Investor Service pricing ranges from .32 to 90.5, with others falling somewhere in between. We recognize that the Standard & Poors pricing utilized is an estimate, but have been consistent in using this source and its estimate of fair value.
 
The table below presents a rollforward of the credit losses recognized in earnings for the three and six month periods ended June 30, 2014 and 2013:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(Dollar amounts in thousands)
 
2014
 
2013
 
2014
 
2013
Beginning balance
 
$
14,079

 
$
14,983

 
$
14,079

 
$
14,983

Increases to the amount related to the credit
 
 

 
 

 
 

 
 

Loss for which other-than-temporary was previously recognized
 

 

 

 

Reductions for increases in cash flows collected
 

 

 

 

Amounts realized for securities sold during the period
 

 

 

 

Ending balance
 
$
14,079

 
$
14,983

 
$
14,079

 
$
14,983

 

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).

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June 30, 2014
 
 
Fair Value Measurements Using
(Dollar amounts in thousands)
 
Level 1
 
Level 2
 
Level 3
 
Total
U.S. Government agencies
 
$

 
$
1,551

 
$

 
$
1,551

Mortgage Backed Securities-residential
 

 
185,719

 

 
185,719

Mortgage Backed Securities-commercial
 

 
23

 

 
23

Collateralized mortgage obligations
 

 
508,750

 

 
508,750

State and municipal
 

 
197,796

 
4,035

 
201,831

Collateralized debt obligations
 

 

 
14,621

 
14,621

TOTAL
 
$

 
$
893,839

 
$
18,656

 
$
912,495

Derivative Assets
 
 

 
1,206

 
 

 
 

Derivative Liabilities
 
 

 
(1,206
)
 
 

 
 

 
 
December 31, 2013
 
 
Fair Value Measurements Using
(Dollar amounts in thousands)
 
Level 1
 
Level 2
 
Level 3
 
Total
U.S. Government agencies
 
$

 
$
1,633

 
$

 
$
1,633

Mortgage Backed Securities-residential
 

 
197,764

 

 
197,764

Mortgage Backed Securities-commercial
 

 
4,391

 

 
4,391

Collateralized mortgage obligations
 

 
506,741

 

 
506,741

State and municipal
 

 
190,462

 
4,525

 
194,987

Collateralized debt obligations
 

 

 
9,044

 
9,044

TOTAL
 
$

 
$
900,991

 
$
13,569

 
$
914,560

Derivative Assets
 
 

 
1,195

 
 

 
 

Derivative Liabilities
 
 

 
(1,195
)
 
 

 
 

 
There were no transfers between Level 1 and Level 2 during 2014 and 2013.
 
The table 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 and six months ended June 30, 2014 and the year ended December 31, 2013
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
Three Months Ended June 30, 2014
 
State and
municipal
obligations
 
Collateralized
debt
obligations
 
Total
Beginning balance, April 1
$
4,035

 
$
12,508

 
$
16,543

Total realized/unrealized gains or losses
 

 
 

 
 

Included in earnings

 

 

Included in other comprehensive income

 
2,203

 
2,203

Transfers

 

 

Settlements

 
(90
)
 
(90
)
Ending balance, June 30
$
4,035

 
$
14,621

 
$
18,656

 

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Table of Contents

 
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
 
Six Months Ended June 30, 2014
 
 
State and
municipal
obligations
 
Collateralized
debt
obligations
 
Total
Beginning balance, January 1
 
$
4,525

 
$
9,044

 
$
13,569

Total realized/unrealized gains or losses
 
 

 
 

 
 

Included in earnings
 

 

 

Included in other comprehensive income
 

 
6,060

 
6,060

Transfers
 

 

 

Settlements
 
(490
)
 
(483
)
 
(973
)
Ending balance, June 30
 
$
4,035

 
$
14,621

 
$
18,656

 
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
 
Year Ended December 31, 2013
 
 
State and
municipal
obligations
 
Collateralized
debt
obligations
 
Total
Beginning balance, January 1
 
$
9,911

 
$
6,122

 
$
16,033

Total realized/unrealized gains or losses
 
 

 
 

 
 

Included in earnings
 

 
904

 
904

Included in other comprehensive income
 

 
3,155

 
3,155

Transfers
 
(1,186
)
 

 
(1,186
)
Settlements
 
(4,200
)
 
(1,137
)
 
(5,337
)
Ending balance, December 31
 
$
4,525

 
$
9,044

 
$
13,569

  
The transfers out of level 3 is due to securities that previously were not priced independently are now priced as other level 2 securities.
The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at June 30, 2014.
 
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Input(s)
 
Range
State and municipal obligations
 
$
4,035

 
Discounted cash flow
 
Discount rate
Probability of default
 
3.05%-5.50% 0%
Other real estate  
 
$
5,190

 
Sales comparison/income approach
 
Discount rate for age of appraisal and market conditions
 
5.00%-20.00%
Impaired Loans
 
$
12,728

 
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, 2013.
 
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Input(s)
 
Range
State and municipal obligations
 
$
4,525

 
Discounted cash flow
 
Discount rate
Probability of default
 
3.05%-5.50% 0%
Other real estate  
 
$
5,291

 
Sales comparison/income approach
 
Discount rate for age of appraisal and market conditions
 
5.00%-20.00%
Impaired Loans
 
$
13,765

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

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Table of Contents


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 $12.7 million, after a valuation allowance of $2.6 million at June 30, 2014 and at a fair value of $13.8 million, net of a valuation allowance of $3.1 million at December 31, 2013. The impact to the provision for loan losses for the three and six months ended June 30, 2014 and June 30, 2013 was a $820 thousand decrease and $458 thousand increase in 2014 and a $639 thousand decrease and a $2.5 million increase, respectively. Other real estate owned is valued at Level 3. Other real estate owned at June 30, 2014 with a value of $5.2 million was reduced $1.2 million for fair value adjustment. At June 30, 2014 other real estate owned was comprised of $3.9 million from commercial loans and $1.3 million from residential loans. Other real estate owned at December 31, 2013 with a value of $5.3 million was reduced $1.1 million for fair value adjustment. At December 31, 2013 other real estate owned was comprised of $3.9 million from commercial loans and $1.4 million 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 that real estate collateral. Other real estate and impaired loans carried at fair value are primarily comprised of smaller balance properties.

The following tables presents loans identified as impaired by class of loans as of June 30, 2014 and December 31, 2013, which are all considered Level 3.
 
 
June 30, 2014
(Dollar amounts in thousands)
 
Carrying
Value
 
Allowance
for Loan
Losses
Allocated
 
Fair Value
Commercial
 
 

 
 

 
 

Commercial & Industrial
 
$
7,381

 
$
1,623

 
$
5,758

Farmland
 

 

 

Non Farm, Non Residential
 
6,518

 
802

 
5,716

Agriculture
 

 

 

All Other Commercial
 
1,384

 
165

 
1,219

Residential
 
 

 
 

 
 

First Liens
 
35

 

 
35

Home Equity
 

 

 

Junior Liens
 

 

 

Multifamily
 

 

 

All Other Residential
 

 

 

Consumer
 
 

 
 

 
 

Motor Vehicle
 

 

 

All Other Consumer
 

 

 

TOTAL
 
$
15,318

 
$
2,590

 
$
12,728


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Table of Contents

 
 
December 31, 2013
(Dollar amounts in thousands)
 
Carrying
Value
 
Allowance
for Loan
Losses
Allocated
 
Fair Value
Commercial
 
 

 
 

 
 

Commercial & Industrial
 
$
8,620

 
$
1,612

 
$
7,008

Farmland
 

 

 

Non Farm, Non Residential
 
7,204

 
1,500

 
5,704

Agriculture
 

 

 
 

All Other Commercial
 
1,062

 
46

 
1,016

Residential
 
 

 
 

 
 

First Liens
 
37

 

 
37

Home Equity
 

 

 

Junior Liens
 

 

 

Multifamily
 

 

 

All Other Residential
 

 
 

 

Consumer
 
 

 
 

 
 

Motor Vehicle
 

 
 

 

All Other Consumer
 

 
 

 

TOTAL
 
$
16,923

 
$
3,158

 
$
13,765

 
The carrying amounts and estimated fair value of financial instruments at June 30, 2014 and December 31, 2013, 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 do not necessarily represent an exit price. Fair values of loans held for sale are based on market bids on the 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. For the FDIC indemnification asset the carrying value is the estimated fair value as it represents amounts to be received from the FDIC in the near term. Fair value of debt is based on current rates for similar financing. The fair value of off-balance sheet items is not considered material.
 
 
June 30, 2014
 
 
 
 
Carrying
 
Fair Value
(Dollar amounts in thousands)
 
Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Cash and due from banks
 
$
84,774

 
$
19,048

 
$
65,726

 
$

 
$
84,774

Federal funds sold
 
9,370

 

 
9,370

 

 
9,370

Securities available—for—sale
 
912,495

 

 
893,839

 
18,656

 
912,495

Restricted stock
 
21,064

 
n/a

 
n/a

 
n/a

 
n/a

Loans, net
 
1,774,407

 

 

 
1,825,140

 
1,825,140

FDIC Indemnification Asset
 
420

 

 
420

 

 
420

Accrued interest receivable
 
10,950

 

 
3,292

 
7,658

 
10,950

Deposits
 
(2,433,083
)
 

 
(2,433,594
)
 

 
(2,433,594
)
Short—term borrowings
 
(73,420
)
 

 
(73,420
)
 

 
(73,420
)
Federal Home Loan Bank advances
 
(63,140
)
 

 
(63,932
)
 

 
(63,932
)
Accrued interest payable
 
(544
)
 

 
(544
)
 

 
(544
)

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December 31, 2013
 
 
 
 
Carrying
 
Fair Value
(Dollar amounts in thousands)
 
Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Cash and due from banks
 
$
71,033

 
$
22,455

 
$
48,578

 
$

 
$
71,033

Federal funds sold
 
4,276

 

 
4,276

 

 
4,276

Securities available—for—sale
 
914,560

 

 
900,991

 
13,569

 
914,560

Restricted stock
 
21,057

 
n/a

 
n/a

 
n/a

 
n/a

Loans, net
 
1,771,360

 

 

 
1,816,726

 
1,816,726

FDIC Indemnification Asset
 
1,055

 

 
1,055

 

 
1,055

Accrued interest receivable
 
11,554

 

 
3,279

 
8,275

 
11,554

Deposits
 
(2,458,791
)
 

 
(2,460,197
)
 

 
(2,460,197
)
Short—term borrowings
 
(59,592
)
 

 
(59,592
)
 

 
(59,592
)
Federal Home Loan Bank advances
 
(58,288
)
 

 
(60,258
)
 

 
(60,258
)
Accrued interest payable
 
(750
)
 

 
(750
)
 

 
(750
)
 
5.
Short-Term Borrowings
     
Period–end short-term borrowings were comprised of the following:
 
(000 's)
 
June 30, 2014
 
December 31, 2013
Federal Funds Purchased
$
51,650

 
$
30,679

Repurchase Agreements
21,770

 
28,913

 
$
73,420

 
$
59,592

6.
Other Borrowings

     Other borrowings at period-end are summarized as follows:
 
(000 's)
 
June 30, 2014
 
December 31, 2013
FHLB Advances
$
63,140

 
$
58,288


7.
Components of Net Periodic Benefit Cost
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
(000's)
 
(000's)
 
 
Pension Benefits
 
Post-Retirement
Health Benefits
 
Pension Benefits
 
Post-Retirement
Health Benefits
 
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
Service cost
 
$
510

 
$
559

 
$
13

 
$
17

 
$
1,020

 
$
1,119

 
$
26

 
$
34

Interest cost
 
939

 
846

 
44

 
43

 
1,878

 
1,692

 
87

 
87

Expected return on plan assets
 
(948
)
 
(827
)
 

 

 
(1,897
)
 
(1,655
)
 


 

Amortization of transition obligation
 

 

 

 
15

 


 

 


 
30

Net amortization of prior service cost
 
(2
)
 
(4
)
 

 

 
(5
)
 
(8
)
 


 

Net amortization of net (gain) loss
 
190

 
523

 

 

 
379

 
1,046

 
(1
)
 

Net Periodic Benefit Cost
 
$
689

 
$
1,097

 
$
57

 
$
75

 
$
1,375

 
$
2,194

 
$
112

 
$
151

 
Employer Contributions
 
First Financial Corporation previously disclosed in its financial statements for the year ended December 31, 2013 that it expected to contribute $3.2 million and $1.2 million respectively to its Pension Plan and ESOP and $248 thousand to the Post

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Retirement Health Benefits Plan in 2014. Contributions of $1.3 million have been made to the Pension Plan through the first six months of 2014. Contributions of $106 thousand have been made through the first six months of 2014 for the Post Retirement Health Benefits plan. No contributions have been made in 2014 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 six months of 2014 and 2013 there has been $719 thousand and $700 thousand of expense accrued for potential contributions to these alternative retirement benefit options.
 
8.
New accounting standards
 
ASU 2014-04 “Receivables (Topic 310) – Troubled Debt Restructurings by Creditors” (“ASU 2014-04”) amends Topic 310 “Receivables” to clarify the terms defining when an in substance repossession or foreclosure occurs, which determines when the receivable should be derecognized and the real estate property is recognized. ASU 2013-04 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2014. It is not expected to have a significant impact on our financial statements.
In May 2014, the FASB and the International Accounting Standards Board (the "IASB") jointly issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP and International Financial Reporting Standards ("IFRS"). Previous revenue recognition guidance in GAAP comprised broad revenue recognition concepts together with numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. In contrast, IFRS provided limited revenue recognition guidance and, consequently, could be difficult to apply to complex transactions. Accordingly, the FASB and the IASB initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS that would: (1) Remove inconsistencies and weaknesses in revenue requirements; (2) Provide a more robust framework for addressing revenue issues; (3) Improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; (4) Provide more useful information to users of financial statements through improved disclosure requirements; and (5) Simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. To meet those objectives, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies generally will be required to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The standard is effective for public entities for interim and annual periods beginning after December 15, 2016; early adoption is not permitted. For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application. The Corporation is currently evaluating the provisions of ASU No. 2014-09 and will be closely monitoring developments and additional guidance to determine the potential impact the new standard will have on the Corporation's Consolidated Financial Statements.
In June 2014, the FASB issued ASU No. 2014-11, "Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures." The new guidance aligns the accounting for repurchase-to-maturity transactions and repurchase agreements executed as a repurchase financing with the accounting for other typical repurchase agreements. Going forward, these transactions would all be accounted for as secured borrowings. The guidance eliminates sale accounting for repurchase-to-maturity transactions and supersedes the guidance under which a transfer of a financial asset and a contemporaneous repurchase financing could be accounted for on a combined basis as a forward agreement, which has resulted in outcomes referred to as off-balance-sheet accounting. The amendments in the ASU require a new disclosure for transactions economically similar to repurchase agreements in which the transferor retains substantially all of the exposure to the economic return on the transferred financial assets throughout the term of the transaction. The amendments in the ASU also require expanded disclosures about the nature of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings. The amendments in this ASU are effective for public companies for the first interim or annual period beginning after December 15, 2014. In addition, for public companies, the disclosure for certain transactions accounted for as a sale is effective for the first interim or annual reporting periods beginning on or after December 15, 2014, and the disclosure for transactions accounted for as secured borrowings is required to be presented for annual reporting periods beginning after December 15, 2014, and interim periods beginning after March 15, 2015. As of June 30, 2014, all of the Corporation's repurchase agreements were typical in nature (i.e., not repurchase-to-maturity transactions) and are accounted for as secured borrowings. As such, the adoption of ASU No. 2014-11 is not expected to have a material impact on the Corporation's Consolidated Financial Statements.


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Table of Contents

9.
Acquisitions and FDIC Indemnification Asset
 
On August 16, 2013, the Bank completed a Purchase and Assumption Agreement with Bank of America, National Association. Under the terms of the Agreement, First Financial Bank purchased certain assets and assumed certain liabilities of 7 branch offices and 2 drive-up facilities of Bank of America in central and southern Illinois. The acquisition was beneficial in increasing the presence of the bank in the Illinois market. First Financial received cash in the amount of $177.7 million. The acquisition consisted of loans with a fair value of $1.9 million, fixed assets with a value of $5.9 million, a customer related core deposit intangible asset of $2.2 million, deposits with a value of $189.3 million and other liabilities of $0.3 million. Based upon the acquisition date fair values of the net assets acquired, goodwill of $1.9 million was recorded, all of which is expected to be tax deductible.

On December 30, 2011, the Bank completed a purchase and assumption agreement with PNB Holding Co (PNB), an Illinois corporation, to purchase all of the issued and outstanding stock of Freestar Bank, National Association, and assume certain liabilities of PNB (the “Transaction”).  Immediately following the acquisition of the stock of Freestar Bank, First Financial merged Freestar Bank with and into its wholly-owned subsidiary, First Financial Bank, National Association.
 
The acquisition provided a strategic entry into the Champaign-Urbana, Bloomington-Normal and Pontiac, Illinois markets. Each of these markets are characterized by higher growth rates.

On July 2, 2009, the Bank entered into a purchase and assumption agreement with the Federal Deposit Insurance Corporation (“FDIC”) to assume all of the deposits (excluding brokered deposits) and certain assets of The First National Bank of Danville, a full-service commercial bank headquartered in Danville, Illinois, that had failed and been placed in receivership with the FDIC. Under the loss-sharing agreement (“LSA”), the Bank will share in the losses on assets covered under the agreement (referred to as covered assets). On losses up to $29 million, the FDIC has agreed to reimburse the Bank for 80 percent of the losses. On losses exceeding $29 million, the FDIC has agreed to reimburse the Bank for 95 percent of the losses. The loss-sharing agreement is subject to following servicing procedures as specified in the agreement with the FDIC. Loans acquired that are subject to the loss-sharing agreement with the FDIC are referred to as covered loans for disclosure purposes. Since the acquisition date the Bank has been reimbursed $18.6 million for losses and carrying expenses and currently carries a balance of $420 thousand in the indemnification asset. The loss share agreement as it relates to non-single family loans expires at the end of the third quarter of 2014 and there is no estimated for future potential losses at June 30, 2014 included in the current balance of the indemnification asset. The balance of loans covered by the loss share agreement excluding AS 310-30 loans at June 30, 2014 and December 31, 2013 totaled $12.7 million and $18.5 million, respectively.
 
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. The carrying amount of covered assets at June 30, 2014 and 2013, consisted of loans accounted for in accordance with FASB ASC 310-30 are shown in the following table:

 
 
Three Months Ended June 30, 2014
(Dollar amounts in thousands)
 
Commercial
 
Consumer
 
Total
Beginning balance
 
$
7,510

 
$
2,401

 
$
9,911

Discount accretion
 

 

 

Disposals
 
(173
)
 
(516
)
 
(689
)
ASC 310-30 Loans
 
$
7,337

 
$
1,885

 
$
9,222


 
 
Six Months Ended June 30, 2014
(Dollar amounts in thousands)
 
Commercial
 
Consumer
 
Total
Beginning balance
 
$
7,676

 
$
2,409

 
$
10,085

Discount accretion
 

 

 

Disposals
 
(339
)
 
(524
)
 
(863
)
ASC 310-30 Loans
 
$
7,337

 
$
1,885

 
$
9,222



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Table of Contents

 
 
Three Months Ended June 30, 2013
(Dollar amounts in thousands)
 
Commercial
 
Consumer
 
Total
Beginning balance
 
$
12,329

 
$
3,436

 
$
15,765

Discount accretion
 
(11
)
 
(3
)
 
(14
)
Disposals
 
(799
)
 
(427
)
 
(1,226
)
ASC 310-30 Loans
 
$
11,519

 
$
3,006

 
$
14,525


 
 
Six Months Ended June 30, 2013
(Dollar amounts in thousands)
 
Commercial
 
Consumer
 
Total
Beginning balance
 
$
13,654

 
$
3,464

 
$
17,118

Discount accretion
 
(24
)
 
(8
)
 
(32
)
Disposals
 
(2,111
)
 
(450
)
 
(2,561
)
ASC 310-30 Loans
 
$
11,519

 
$
3,006

 
$
14,525



The rollforward of the FDIC Indemnification asset is as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
Year Ended
December 31,
(Dollar amounts in thousands)
 
2014
 
2014
 
2013
Beginning balance
 
$
754

 
$
1,055

 
$
2,632

Accretion
 

 

 

Net changes in losses and expenses
 
(189
)
 
(359
)
 
(1,225
)
Reimbursements from the FDIC
 
(145
)
 
(276
)
 
(352
)
TOTAL
 
$
420

 
$
420

 
$
1,055

 

10.
Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes, net of tax within each classification of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2014 and 2013
 
 
Unrealized
 
 
 
 
 
 
gains and
 
2014
 
 
Losses on
available-
for-sale
 
Retirement
 
 
(Dollar amounts in thousands)
 
Securities
 
plans
 
Total
Beginning balance, April 1
 
$
1,668

 
$
(10,219
)
 
$
(8,551
)
Change in other comprehensive income before reclassification
 
4,115

 

 
4,115

Amounts reclassified from accumulated other comprehensive income
 
1

 
115

 
116

Net Current period other comprehensive other income
 
4,116

 
115

 
4,231

Ending balance, June 30
 
$
5,784

 
$
(10,104
)
 
$
(4,320
)

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Unrealized
 
 
 
 
 
 
gains and
 
2014
 
 
Losses on
available-
for-sale
 
Retirement
 
 
(Dollar amounts in thousands)
 
Securities
 
plans
 
Total
Beginning balance, January 1
 
$
(3,635
)
 
$
(10,334
)
 
$
(13,969
)
Change in other comprehensive income before reclassification
 
9,418

 

 
9,418

Amounts reclassified from accumulated other comprehensive income
 
1

 
230

 
231

Net Current period other comprehensive other income
 
9,419

 
230

 
9,649

Ending balance, June 30
 
$
5,784

 
$
(10,104
)
 
$
(4,320
)
 
 
 
 
 
 
 
 
 
Unrealized
 
 
 
 
 
 
gains and
 
2013
 
 
Losses on
available-
for-sale
 
Retirement
 
 
(Dollar amounts in thousands)
 
Securities
 
plans
 
Total
Beginning balance, April 1
 
$
11,764

 
$
(20,689
)
 
$
(8,925
)
Change in other comprehensive income before reclassification
 
(10,557
)
 

 
(10,557
)
Amounts reclassified from accumulated other comprehensive income
 
(2
)
 
338

 
336

Net Current period other comprehensive other income
 
(10,559
)
 
338

 
(10,221
)
Ending balance, June 30
 
$
1,205

 
$
(20,351
)
 
$
(19,146
)
 
 
Unrealized
 
 
 
 
 
 
gains and
 
2013
 
 
Losses on
available-
for-sale
 
Retirement
 
 
(Dollar amounts in thousands)
 
Securities
 
plans
 
Total
Beginning balance, January 1
 
$
13,431

 
$
(20,903
)
 
$
(7,472
)
Change in other comprehensive income before reclassification
 
(12,222
)
 

 
(12,222
)
Amounts reclassified from accumulated other comprehensive income
 
(4
)
 
552

 
548

Net Current period other comprehensive other income
 
(12,226
)
 
552

 
(11,674
)
Ending balance, June 30
 
$
1,205

 
$
(20,351
)
 
$
(19,146
)
 
 
 
 
 
 
 

 
 
Balance
at
 
Current
Period
 
Balance
at
(Dollar amounts in thousands)
 
4/1/2014
 
Change
 
6/30/2014
Unrealized gains (losses) on securities available-for-sale
 
 
 
 
 
 
without other than temporary impairment
 
$
511

 
$
2,785

 
$
3,296

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

 
 

 
 

with other than temporary impairment
 
1,157

 
1,331

 
2,488

Total unrealized loss on securities available-for-sale
 
$
1,668

 
$
4,116

 
$
5,784

Unrealized loss on retirement plans
 
(10,219
)
 
115

 
(10,104
)
TOTAL
 
$
(8,551
)
 
$
4,231

 
$
(4,320
)
 

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Table of Contents

 
 
Balance
at
 
Current
Period
 
Balance
at
(Dollar amounts in thousands)
 
1/1/2014
 
Change
 
6/30/2014
Unrealized gains (losses) on securities available-for-sale
 
 
 
 
 
 
without other than temporary impairment
 
$
(2,499
)
 
$
5,795

 
$
3,296

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

 
 

 
 

with other than temporary impairment
 
(1,136
)
 
3,624

 
2,488

Total unrealized loss on securities available-for-sale
 
$
(3,635
)
 
$
9,419

 
$
5,784

Unrealized loss on retirement plans
 
(10,334
)
 
230

 
(10,104
)
TOTAL
 
$
(13,969
)
 
$
9,649

 
$
(4,320
)
 
 
Balance
at
 
Current
Period
 
Balance
at
(Dollar amounts in thousands)
 
4/1/2013
 
Change
 
6/30/2013
Unrealized gains (losses) on securities available-for-sale
 
 

 
 

 
 

without other than temporary impairment
 
$
15,161

 
$
(12,138
)
 
$
3,023

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

 
 

 
 

with other than temporary impairment
 
(3,397
)
 
1,579

 
(1,818
)
Total unrealized loss on securities available-for-sale
 
$
11,764

 
$
(10,559
)
 
$
1,205

Unrealized loss on retirement plans
 
(20,689
)
 
338

 
(20,351
)
TOTAL
 
$
(8,925
)
 
$
(10,221
)
 
$
(19,146
)

 
 
Balance
at
 
Current
Period
 
Balance
at
(Dollar amounts in thousands)
 
1/1/2013
 
Change
 
6/30/2013
Unrealized gains (losses) on securities available-for-sale
 
 

 
 

 
 

without other than temporary impairment
 
$
17,044

 
$
(14,021
)
 
$
3,023

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

 
 

 
 

with other than temporary impairment
 
(3,613
)
 
1,795

 
(1,818
)
Total unrealized loss on securities available-for-sale
 
$
13,431

 
$
(12,226
)
 
$
1,205

Unrealized loss on retirement plans
 
(20,903
)
 
552

 
(20,351
)
TOTAL
 
$
(7,472
)
 
$
(11,674
)
 
$
(19,146
)
 
 
Three Months Ended June 30, 2014
 
 
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
 
$
(1
)
 
Net securities gains (losses)
on available-for-sale
 

 
Income tax expense
securities
 
$
(1
)
 
Net of tax
 
 
 
 
 
Amortization of
 
$
(237
)
 
(a)
retirement plan items
 
122

 
Income tax expense
 
 
$
(115
)
 
Net of tax
Total reclassifications for the period
 
$
(116
)
 
Net of tax
 
(a) Included in the computation of net periodic benefit cost. (see Footnote 7 for additional details).


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Table of Contents

 
 
Six Months Ended June 30, 2014
 
 
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
 
$
(1
)
 
Net securities gains (losses)
on available-for-sale
 

 
Income tax expense
securities
 
$
(1
)
 
Net of tax
 
 
 
 
 
Amortization of
 
$
(474
)
 
(a)
retirement plan items
 
244

 
Income tax expense
 
 
$
(230
)
 
Net of tax
Total reclassifications for the period
 
$
(231
)
 
Net of tax

(a) Included in the computation of net periodic benefit cost. (see Footnote 7 for additional details).
 
 
Three Months Ended June 30, 2013
 
 
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
 
$
3

 
Net securities gains (losses)
on available-for-sale
 
(1
)
 
Income tax expense
securities
 
$
2

 
Net of tax
 
 
 
 
 
Amortization of
 
$
(563
)
 
(a)
retirement plan items
 
225

 
Income tax expense
 
 
$
(338
)
 
Net of tax
Total reclassifications for the period
 
$
(336
)
 
Net of tax
 
(a) Included in the computation of net periodic benefit cost. (see Footnote 7 for additional details). 

 
 
Six Months Ended June 30, 2013
 
 
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
 
$
7

 
Net securities gains (losses)
on available-for-sale
 
(3
)
 
Income tax expense
securities
 
$
4

 
Net of tax
 
 
 
 
 
Amortization of
 
$
(920
)
 
(a)
retirement plan items
 
368

 
Income tax expense
 
 
$
(552
)
 
Net of tax
Total reclassifications for the period
 
$
(548
)
 
Net of tax

(a) Included in the computation of net periodic benefit cost. (see Footnote 7 for additional details).

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Table of Contents


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 2013 in the 10-K filed for the fiscal year ended December 31, 2013.
 
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. 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, 2013, 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 2013 Form 10-K.
 

Summary of Operating Results
 
Net income for the three months ended June 30, 2014 was $8.5 million compared to $6.4 million for the same period of 2013. Basic earnings per share increased to $0.63 for the first quarter of 2014 compared to $0.48 for same period of 2013. Return on Assets and Return on Equity were 1.13% and 8.39% respectively, for the three months ended June 30, 2014 compared to 0.88% and 6.78% for the three months ended June 30, 2013. Net income for the six months ended June 30, 2014 was $16.3 million compared to $14.1 million for the same period of 2013. Basic earnings per share increased to $1.22 for the first six months of 2014 compared to $1.06 for same period of 2013. Return on Assets and Return on Equity were 1.08% and 8.15% respectively, for the six months ended June 30, 2014 compared to 0.96% and 7.49% for the six months ended June 30, 2013.

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 $0.9 million in the three months ended June 30, 2014 to $26.6 million from $25.7 million in the same period in 2013. The net interest margin for the three months ended June 30, 2014 is 4.08% compared to 4.09% for the same period of 2013, a .01% decrease, driven by a greater decline in the income realized on earning assets than the decline costs of funding. Net interest income increased $1.8 million in the six months ended June 30, 2014 to $53.7 million from $51.9 million in the same period in 2013. The net interest margin for the six months ended June 30, 2014 is 4.09%, the same as it was for the same period of 2013.
 

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Non-Interest Income
 
Non-interest income for the three months ended June 30, 2014 was $9.6 million, an decrease of $98 thousand from the $9.7 million for the same period of 2013. A decrease of $486 thousand in gains from sales of mortgage loans in 2014 compared to 2013 was offset by increases in service charges and fees. Non-interest income for the six months ended June 30, 2014 was $19.7 million, an increase of $136 thousand from the $19.5 million for the same period of 2013.
 
Non-Interest Expenses
 
The Corporation’s non-interest expense for the quarter ended June 30, 2014 increased by $0.7 million to $24.0 million compared to the same period in 2013. On a year-over-year basis, salaries and employee benefits increased $674 thousand driven by the branch expansion and normal merit increases. There was also an increase is in occupancy and equipment expenses as the branch network was expanded in the 3rd quarter of 2013 that had increased those costs compared to the same period of 2013. The Corporation’s non-interest expense for the six months ended June 30, 2014 increased by $2.2 million to $47.8 million compared to the same period in 2013.
 
Allowance for Loan Losses
 
The Corporation’s provision for loan losses decreased $3.3 million to a negative $356 thousand for the three months ended June 30, 2014 compared to $3.0 million for the same period of 2013. Net charge offs for the second quarter of 2014 were $1.3 million compared to a $5.8 million for the same period of 2013. Provision expense is also impacted by changes in the FDIC indemnification asset. For the quarter ended June 30, 2014, these changes increased the provision by $464 thousand compared to an increase of $260 thousand in 2013. During 2014, the volume of impaired loans has decreased as well as the specific allocations for these loans as compared to the same period of 2013. 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.
 
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 decreased to $34.0 million at June 30, 2014 compared to $39.2 million at December 31, 2013. A summary of non-performing loans at June 30, 2014 and December 31, 2013 follows:
 
 
(000's)
 
June 30, 2014
 
December 31,
2013
Non-accrual loans
$
18,406

 
$
19,779

Restructured loans
14,721

 
17,301

Accruing loans past due over 90 days
824

 
2,073

 
$
33,951

 
$
39,153

Ratio of the allowance for loan losses
 

 
 

as a percentage of non-performing loans
53.8
%
 
51.3
%













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The following loan categories comprise significant components of the nonperforming loans: 
 
(000's)
 
June 30, 2014
 
December 31,
2013
Non-accrual loans
 

 
 

Commercial loans
$
12,101

 
$
13,424

Residential loans
5,309

 
5,195

Consumer loans
996

 
1,160

 
$
18,406

 
$
19,779

Past due 90 days or more
 

 
 

Commercial loans
$

 
$
712

Residential loans
722

 
1,181

Consumer loans
102

 
180

 
$
824

 
$
2,073

 
The following table is information on the non-accrual loans at June 30, 2014 and December 31, 2013 that were from the acquisition of assets from The First National Bank of Danville and are included in non-accrual loans above. 
 
(000's)
 
June 30, 2014
 
December 31,
2013
Non-accrual loans
 

 
 

Commercial loans
$
482

 
$
799

1-4 family residential
298

 
275

Installment loans

 

 
$
780

 
$
1,074

Past due 90 days or more:
 

 
 

Commercial loans
$

 
$
459

Residential loans

 
121

Consumer loans

 

 
$

 
$
580



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.
 
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.

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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 June 30, 2014. 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 1.94% over the next 12 months and increase 5.39% over the following 12 months. Given a 100 basis point decrease in rates, net interest income would decrease 0.87% over the next 12 months and decrease 2.61% 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 200
 
-1.48
 %
 
-4.49
 %
 
-6.50
 %
Down 100
 
-0.87

 
-2.61

 
-3.84

Up 100
 
1.94

 
5.39

 
9.06

Up 200
 
0.94

 
7.22

 
14.37

 
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 $8.7 million of investments that mature throughout the next 12 months. The Corporation also anticipates $122.3 million of principal payments from mortgage-backed securities. Given the current rate environment, the Corporation anticipates $9.6 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 many sources of funds, the Corporation currently anticipates adequate liquidity to meet the expected obligations of its customers.

 Financial Condition 

Comparing the first six months of 2014 to the same period in 2013, loans, net of unearned discount, are little changed at $1.79 billion compared to $1.8 billion. Deposits remained stable at $2.4 billion at June 30, 2014, substantially the same as the $2.3 billion at June 30, 2013. Shareholders' equity increased 10.1% or $37.3 million. This financial performance increased book value per share 9.7% to $30.38 at June 30, 2014 from $27.68 at June 30, 2013. Book value per share is calculated by dividing the total shareholders' equity by the number of shares outstanding.




















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 Capital Adequacy 

As of June 30, 2014, the most recent notification from the respective regulatory agencies categorized the subsidiary banks as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the banks must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the bank's category. Below are the capital ratios for the Corporation and lead bank.
 
 
June 30, 2014
 
December 31, 2013
 
To Be Well Capitalized
Total risk-based capital
 

 
 

 
 

Corporation
17.59
%
 
17.13
%
 
N/A

First Financial Bank
16.99
%
 
16.49
%
 
10.00
%
Tier I risk-based capital
 

 
 

 
 

Corporation
16.75
%
 
16.22
%
 
N/A

First Financial Bank
16.26
%
 
15.68
%
 
6.00
%
Tier I leverage capital
 

 
 

 
 

Corporation
12.28
%
 
11.69
%
 
N/A

First Financial Bank
11.70
%
 
11.40
%
 
5.00
%

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 June 30, 2014, 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 June 30, 2014 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 June 30, 2014 that has materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting.


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Table of Contents

 
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 2013 consolidated financial statements in the Form 10-K filed for December 31, 2013

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. The Corporation has not adopted a formal policy or adopted a formal program for repurchases of shares of its common stock. There were no shares purchased by the Corporation during the quarter covered by this report.
 
 
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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Table of Contents

ITEM 6.
Exhibits.
Exhibit No.:
Description of Exhibit:
2.1
Purchase and Assumption Agreement dated March 18, 2013 between First Financial Bank, National Association and Bank of America, National Association, incorporated by reference to Exhibit 2.1 of the Corporation’s Form 8-K filed on March 20, 2013.
3.1
Amended and Restated Articles of Incorporation of First Financial Corporation, incorporated by reference to Exhibit 3(i) of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.
3.2
Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3(ii) of the Corporation’s Form 8-K filed on August 24, 2012.
10.1*
Employment Agreement for Norman L. Lowery, dated February 4, 2014 and effective January 1, 2014, incorporated by reference to Exhibit 10.01 of the Corporation’s Form 8-K filed on March 12, 2014.
10.2*
2001 Long-Term Incentive Plan of First Financial Corporation, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.
10.3*
2013 Schedule of Director Compensation, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 10-K filed for the fiscal year ended December 31, 2013.
10.4*
2013 Schedule of Named Executive Officer Compensation, incorporated by reference to Exhibit 10.4 of the Corporation’s Form 10-K filed for the fiscal year ended December 31, 2013.
10.5*
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.
10.6*
2005 Executives Deferred Compensation Plan, incorporated by reference to Exhibit 10.5 of the Corporation’s Form 8-K filed on September 4, 2007.
10.7*
2005 Executives Supplemental Retirement Plan, incorporated by reference to Exhibit 10.6 of the Corporation’s Form 8-K filed on September 4, 2007.
10.9*
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.
10.10*
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.
10.11*
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.
10.12*
Form of Restricted Stock Award Agreement under the First Financial Corporation 2011 Omnibus Equity Incentive Plan
31.1
Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 by Principal Executive Officer, dated August 7, 2014.
31.2
Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 by Principal Financial Officer, dated August 7, 2014.
32.1
Certification, dated August 7, 2014, 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 June 30, 2014.
101.1
Financial statements from the Quarterly Report on Form 10-Q of the Corporation for the quarter ended June 30, 2014, 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.

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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:
August 7, 2014
 
By     /s/ Norman L. Lowery
 
 
 
Norman L. Lowery, Vice Chairman, President and CEO
 
 
 
(Principal Executive Officer)
 
 
 
 
Date:
August 7, 2014
 
By     /s/ Rodger A. McHargue
 
 
 
Rodger A. McHargue, Treasurer and CFO
 
 
 
(Principal Financial Officer)


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