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FIRST FINANCIAL CORP /IN/ - Quarter Report: 2015 March (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 March 31, 2015
 
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 May 4, 2015, the registrant had outstanding 12,952,169 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)
 
March 31,
2015
 
December 31,
2014
 
   (unaudited)
ASSETS
 

 
 

Cash and due from banks
$
88,492

 
$
78,102

Federal funds sold
12,688

 
8,000

Securities available-for-sale
906,341

 
897,053

Loans:
 

 
 

Commercial
1,041,694

 
1,044,522

Residential
448,842

 
469,172

Consumer
264,529

 
266,656

 
1,755,065

 
1,780,350

(Less) plus:
 

 
 

Net deferred loan costs
1,539

 
1,078

Allowance for loan losses
(19,351
)
 
(18,839
)
 
1,737,253

 
1,762,589

Restricted Stock
16,404

 
16,404

Accrued interest receivable
11,381

 
11,593

Premises and equipment, net
50,970

 
51,802

Bank-owned life insurance
81,149

 
80,730

Goodwill
39,489

 
39,489

Other intangible assets
3,685

 
3,901

Other real estate owned
3,830

 
3,965

Other assets
44,154

 
48,857

TOTAL ASSETS
$
2,995,836

 
$
3,002,485

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 

 
 

Deposits:
 

 
 

Non-interest-bearing
$
537,686

 
$
556,389

Interest-bearing:
 

 
 

Certificates of deposit exceeding the FDIC insurance limits
48,074

 
53,733

Other interest-bearing deposits
1,878,189

 
1,847,075

 
2,463,949

 
2,457,197

Short-term borrowings
28,462

 
48,015

FHLB advances
12,812

 
12,886

Other liabilities
81,586

 
90,173

TOTAL LIABILITIES
2,586,809

 
2,608,271

 
 
 
 
Shareholders’ equity
 

 
 

Common stock, $.125 stated value per share;
 
 
 
Authorized shares-40,000,000
 
 
 
Issued shares-14,557,815 in 2015 and 14,538,132 in 2014
 
 
 
Outstanding shares-12,952,169 in 2015 and 12,942,175 in 2014
1,815

 
1,815

Additional paid-in capital
72,576

 
72,405

Retained earnings
385,731

 
377,970

Accumulated other comprehensive loss
(7,303
)
 
(14,529
)
Less: Treasury shares at cost-1,605,646 in 2015 and 1,595,957 in 2014
(43,792
)
 
(43,447
)
TOTAL SHAREHOLDERS’ EQUITY
409,027

 
394,214

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
2,995,836

 
$
3,002,485

See accompanying notes. 

3

Table of Contents

FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Dollar amounts in thousands, except per share data) 
 
Three Months Ended 
 March 31,
 
2015
 
2014
 
(unaudited)
 
(unaudited)
INTEREST INCOME:
 

 
 

Loans, including related fees
$
20,807

 
$
22,218

Securities:
 

 
 

Taxable
4,061

 
4,444

Tax-exempt
1,779

 
1,746

Other
431

 
416

TOTAL INTEREST INCOME
27,078

 
28,824

INTEREST EXPENSE:
 

 
 

Deposits
1,020

 
1,290

Short-term borrowings
13

 
14

Other borrowings
50

 
378

TOTAL INTEREST EXPENSE
1,083

 
1,682

NET INTEREST INCOME
25,995

 
27,142

Provision for loan losses
1,450

 
1,960

NET INTEREST INCOME AFTER PROVISION
 

 
 

FOR LOAN LOSSES
24,545

 
25,182

NON-INTEREST INCOME:
 

 
 

Trust and financial services
1,492

 
1,489

Service charges and fees on deposit accounts
2,326

 
2,484

Other service charges and fees
2,838

 
2,839

Securities gains/(losses), net
4

 

Insurance commissions
1,553

 
1,913

Gain on sales of mortgage loans
359

 
376

Other
1,489

 
1,010

TOTAL NON-INTEREST INCOME
10,061

 
10,111

NON-INTEREST EXPENSE:
 

 
 

Salaries and employee benefits
15,058

 
14,096

Occupancy expense
1,864

 
1,925

Equipment expense
1,772

 
1,658

FDIC Expense
430

 
487

Other
4,869

 
5,539

TOTAL NON-INTEREST EXPENSE
23,993

 
23,705

INCOME BEFORE INCOME TAXES
10,613

 
11,588

Provision for income taxes
2,852

 
3,757

NET INCOME
7,761

 
7,831

OTHER COMPREHENSIVE INCOME
 

 
 

Change in unrealized gains/losses on securities, net of reclassifications and taxes
4,762

 
5,303

Change in funded status of post retirement benefits, net of taxes
2,464

 
115

COMPREHENSIVE INCOME
$
14,987

 
$
13,249

PER SHARE DATA
 

 
 

Basic and Diluted Earnings per Share
$
0.60

 
$
0.59

Weighted average number of shares outstanding (in thousands)
12,948

 
13,349

See accompanying notes.

4

Table of Contents

FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Three Months Ended
March 31, 2015, and 2014
(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, 2014
$
1,811

 
$
71,074

 
$
357,083

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

Net income

 

 
7,831

 

 

 
7,831

Other comprehensive income

 

 

 
5,418

 

 
5,418

Omnibus Equity Incentive Plan
1

 
241

 

 

 

 
242

Treasury shares purchased (9,776 shares)

 

 

 

 
(357
)
 
(357
)
Balance, March 31, 2014
$
1,812

 
$
71,315

 
$
364,914

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

 
 
 
 
 
 
 
 
 
 
 
 
Balance, January 1, 2015
$
1,815

 
$
72,405

 
$
377,970

 
$
(14,529
)
 
$
(43,447
)
 
$
394,214

Net income

 

 
7,761

 

 

 
7,761

Other comprehensive income

 

 

 
7,226

 

 
7,226

Omnibus Equity Incentive Plan

 
171

 

 

 

 
171

Treasury shares purchased (9,689 shares)

 

 

 

 
(345
)
 
(345
)
Balance, March 31, 2015
$
1,815

 
$
72,576

 
$
385,731

 
$
(7,303
)
 
$
(43,792
)
 
$
409,027

See accompanying notes.




5

Table of Contents

FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands, except per share data)  
 
Three Months Ended 
 March 31,
 
2015
 
2014
 
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
 

 
 

Net Income
$
7,761

 
$
7,831

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

 
 

Net amortization (accretion) of premiums and discounts on investments
745

 
646

Provision for loan losses
1,450

 
1,960

Securities (gains) losses
(4
)
 

(Gain) loss on sale of other real estate
(32
)
 
47

Restricted stock compensation
171

 
242

Depreciation and amortization
1,435

 
1,346

Other, net
1,848

 
1,627

NET CASH FROM OPERATING ACTIVITIES
13,374

 
13,699

CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Proceeds from sales of securities available-for-sale
400

 

Calls, maturities and principal reductions on securities available-for-sale
35,064

 
34,724

Purchases of securities available-for-sale
(37,723
)
 
(33,387
)
Loans made to customers, net of repayment
23,503

 
5,765

Proceeds from sales of other real estate owned
573

 
516

Net change in federal funds sold
(4,688
)
 
(5,515
)
Additions to premises and equipment
(387
)
 
(273
)
NET CASH FROM INVESTING ACTIVITIES
16,742

 
1,830

CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Net change in deposits
6,732

 
48,070

Net change in short-term borrowings
(19,553
)
 
(23,882
)
Maturities of other borrowings

 
(20,000
)
Purchase of treasury stock
(345
)
 
(357
)
Dividends paid
(6,560
)
 
(6,405
)
NET CASH FROM FINANCING ACTIVITIES
(19,726
)
 
(2,574
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
10,390

 
12,955

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
78,102

 
71,033

CASH AND CASH EQUIVALENTS, END OF PERIOD
$
88,492

 
$
83,988

See accompanying notes.


6

Table of Contents

FIRST FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
The accompanying March 31, 2015 and 2014 consolidated financial statements are unaudited. The December 31, 2014 consolidated financial statements are as reported in the First Financial Corporation (the “Corporation”) 2014 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, 2014

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 2015 and 2014, 19,683 and 22,019 shares were awarded, respectively. These shares had a grant date value of $667 thousand and $708 thousand for 2015 and 2014, 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 March 31. 
Allowance for Loan Losses:
 
March 31, 2015
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Beginning balance
 
$
10,915

 
$
1,374

 
$
4,370

 
$
2,180

 
$
18,839

Provision for loan losses
 
7

 
376

 
830

 
237

 
1,450

Loans charged -off
 
(336
)
 
(225
)
 
(1,262
)
 

 
(1,823
)
Recoveries
 
232

 
97

 
556

 

 
885

Ending Balance
 
$
10,818

 
$
1,622

 
$
4,494

 
$
2,417

 
$
19,351



Allowance for Loan Losses:
 
March 31, 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*
 
732

 
66

 
800

 
127

 
1,725

Loans charged -off
 
(936
)
 
(172
)
 
(1,053
)
 

 
(2,161
)
Recoveries
 
207

 
102

 
467

 

 
776

Ending Balance
 
$
12,453

 
$
1,581

 
$
3,864

 
$
2,510

 
$
20,408


* Provision before increase of $235 thousand in 2014 for decrease in FDIC indemnification asset









7

Table of Contents

The following table presents the allocation of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on the impairment method at March 31, 2015 and December 31, 2014
Allowance for Loan Losses
 
March 31, 2015
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Individually evaluated for impairment
 
$
1,557

 
$

 
$

 
$

 
$
1,557

Collectively evaluated for impairment
 
8,998

 
1,622

 
4,494

 
2,417

 
17,531

Acquired with deteriorated credit quality
 
263

 

 

 

 
263

Ending Balance
 
$
10,818

 
$
1,622

 
$
4,494

 
$
2,417

 
$
19,351

 
Loans:
 
March 31, 2015
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
 
 
Total
Individually evaluated for impairment
 
$
14,586

 
$
265

 
$

 
 
 
$
14,851

Collectively evaluated for impairment
 
1,027,643

 
448,251

 
265,661

 
 
 
1,741,555

Acquired with deteriorated credit quality
 
4,932

 
1,617

 

 
 
 
6,549

Ending Balance
 
$
1,047,161

 
$
450,133

 
$
265,661

 
 
 
$
1,762,955


Allowance for Loan Losses:
 
December 31, 2014
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Individually evaluated for impairment
 
1,911

 

 

 

 
1,911

Collectively evaluated for impairment
 
8,733

 
1,365

 
4,370

 
2,180

 
16,648

Acquired with deteriorated credit quality
 
271

 
9

 

 

 
280

Ending Balance
 
$
10,915

 
$
1,374

 
$
4,370

 
$
2,180

 
$
18,839


Loans
 
December 31, 2014
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
 
 
Total
Individually evaluated for impairment
 
14,573

 
33

 

 
 
 
14,606

Collectively evaluated for impairment
 
1,030,949

 
468,872

 
267,880

 
 
 
1,767,701

Acquired with deteriorated credit quality
 
4,887

 
1,631

 

 
 
 
6,518

Ending Balance
 
$
1,050,409

 
$
470,536

 
$
267,880

 
 
 
$
1,788,825
























8

Table of Contents

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

 
 
 
 
 
 
March 31, 2015
 
 
 
 
 
 
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
 
$
251

 
$
251

 
$

 
$
589

 
$

 
$

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 

 

 

 

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 
256

 
256

 

 
274

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 

 

 

 

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
8,824

 
7,017

 
575

 
6,446

 

 

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 
6,482

 
6,482

 
885

 
6,568

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 
580

 
580

 
97

 
704

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
265

 
265

 

 
149

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

TOTAL
 
$
16,658

 
$
14,851

 
$
1,557

 
$
14,730

 
$

 
$

 


9

Table of Contents

 
 
March 31, 2014
 
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest
(Dollar amounts in thousands)
 
Investment
 
Recognized
 
Recognized
With no related allowance recorded:
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
Commercial & Industrial
 
$
1,906

 
$

 
$

Farmland
 

 

 

Non Farm, Non Residential
 
104

 

 

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
 
8,085

 

 

Farmland
 

 

 

Non Farm, Non Residential
 
6,740

 

 

Agriculture
 

 

 

All Other Commercial
 
1,046

 

 

Residential
 
 

 
 

 
 

First Liens
 
37

 

 

Home Equity
 

 

 

Junior Liens
 

 

 

Multifamily
 

 

 

All Other Residential
 

 

 

Consumer
 
 

 
 

 
 

Motor Vehicle
 

 

 

All Other Consumer
 

 

 

TOTAL
 
$
17,918

 
$

 
$




10

Table of Contents

 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
Unpaid
Principal
 
Recorded
 
Allowance
for Loan
Losses
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest
Income
(Dollar amounts in thousands)
 
Balance
 
Investment
 
Allocated
 
Investment
 
Recognized
 
Recognized
With no related allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
1,200

 
$
926

 
$

 
$
2,589

 
$

 
$

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 

 

 

 
58

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 
292

 
292

 

 
58

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 

 

 

 
5

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
7,388

 
5,874

 
1,056

 
6,177

 

 

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 
6,654

 
6,654

 
753

 
6,698

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 
827

 
827

 
102

 
1,112

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
33

 
33

 

 
35

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

TOTAL
 
$
16,394

 
$
14,606

 
$
1,911

 
$
16,732

 
$

 
$

 












11

Table of Contents

The table below presents the recorded investment in non-performing loans.
 
 
March 31, 2015
 
 
Loans Past
Due Over
90 Day Still
 
Troubled
Debt
 
 
(Dollar amounts in thousands)
 
Accruing
 
Accruing
 
Nonaccrual
 
Nonaccrual
Commercial
 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
48

 
$
7

 
$
4,877

 
$
3,944

Farmland
 

 

 

 
74

Non Farm, Non Residential
 

 
9

 
3,943

 
3,472

Agriculture
 

 

 

 
444

All Other Commercial
 

 

 

 
830

Residential
 
 

 
 

 
 
 
 

First Liens
 
416

 
4,736

 
897

 
4,301

Home Equity
 
103

 

 

 
296

Junior Liens
 
49

 

 

 
176

Multifamily
 

 

 

 

All Other Residential
 
6

 

 

 
104

Consumer
 
 

 
 

 
 
 
 

Motor Vehicle
 
92

 
238

 
27

 
165

All Other Consumer
 
5

 

 
310

 
1,062

TOTAL
 
$
719

 
$
4,990

 
$
10,054

 
$
14,868


 
 
December 31, 2014
 
 
Loans Past
Due Over
90 Day Still
 
Troubled
Debt
 
 
(Dollar amounts in thousands)
 
Accruing
 
Accruing
 
Nonaccrual
 
Nonaccrual
Commercial
 
 

 
 

 
 

 
 

Commercial & Industrial
 
$

 
$
7

 
$
4,961

 
$
3,720

Farmland
 

 

 

 
79

Non Farm, Non Residential
 

 
10

 
3,987

 
3,388

Agriculture
 

 

 

 
767

All Other Commercial
 

 

 

 
1,258

Residential
 
 

 
 

 
 
 
 

First Liens
 
603

 
4,357

 
842

 
3,861

Home Equity
 
88

 

 

 
404

Junior Liens
 
12

 

 

 
275

Multifamily
 

 

 

 

All Other Residential
 
5

 

 

 
111

Consumer
 
 

 
 

 
 
 
 

Motor Vehicle
 
162

 
257

 
83

 
210

All Other Consumer
 
3

 
1

 
269

 
961

TOTAL
 
$
873

 
$
4,632

 
$
10,142

 
$
15,034


There are no loans covered by loss share agreements with the FDIC included in loans past due over 90 days still on accrual at March 31, 2015 and there were $37 thousand at December 31, 2014. There were $280 thousand of covered loans included in

12

Table of Contents

non-accrual loans at March 31, 2015 and there were $274 thousand at December 31, 2014. There were no covered loans at March 31, 2015 or December 31, 2014 that were deemed impaired.

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

The following table presents the aging of the recorded investment in loans by past due category and class of loans. 
 
 
March 31, 2015
 
 
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
 
$
835

 
$
190

 
$
3,425

 
$
4,450

 
$
473,658

 
$
478,108

Farmland
 
42

 

 

 
42

 
95,681

 
95,723

Non Farm, Non Residential
 
299

 
76

 
257

 
632

 
224,880

 
225,512

Agriculture
 
126

 

 
177

 
303

 
127,201

 
127,504

All Other Commercial
 
100

 

 
257

 
357

 
119,957

 
120,314

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
3,186

 
363

 
1,242

 
4,791

 
306,789

 
311,580

Home Equity
 
146

 
18

 
191

 
355

 
38,215

 
38,570

Junior Liens
 
316

 
64

 
184

 
564

 
30,966

 
31,530

Multifamily
 
174

 

 

 
174

 
60,595

 
60,769

All Other Residential
 
22

 

 
6

 
28

 
7,656

 
7,684

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 
2,156

 
285

 
106

 
2,547

 
242,859

 
245,406

All Other Consumer
 
57

 

 
5

 
62

 
20,193

 
20,255

TOTAL
 
$
7,459

 
$
996

 
$
5,850

 
$
14,305

 
$
1,748,650

 
$
1,762,955

 
 
 
December 31, 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
 
$
574

 
$
416

 
$
3,046

 
$
4,036

 
$
451,549

 
$
455,585

Farmland
 

 

 

 

 
95,452

 
95,452

Non Farm, Non Residential
 
1,528

 
68

 
202

 
1,798

 
232,440

 
234,238

Agriculture
 
246

 
18

 
502

 
766

 
149,099

 
149,865

All Other Commercial
 
255

 

 

 
255

 
115,014

 
115,269

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
6,011

 
963

 
1,522

 
8,496

 
308,068

 
316,564

Home Equity
 
141

 
33

 
310

 
484

 
40,043

 
40,527

Junior Liens
 
270

 
83

 
217

 
570

 
31,487

 
32,057

Multifamily
 

 

 

 

 
72,310

 
72,310

All Other Residential
 
112

 

 
5

 
117

 
8,961

 
9,078

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 
3,026

 
557

 
180

 
3,763

 
242,406

 
246,169

All Other Consumer
 
114

 
7

 
3

 
124

 
21,587

 
21,711

TOTAL
 
$
12,277

 
$
2,145

 
$
5,987

 
$
20,409

 
$
1,768,416

 
$
1,788,825



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Table of Contents

During the three months ended March 31, 2015 and 2014, the terms of certain loans were modified as troubled debt restructurings (TDRs). The following tables present the activity for TDR's.
 
 
 
 
2015
 
 
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Total
January 1,
 
8,955

 
5,189

 
614

 
14,758

    Added
 

 
579

 
49

 
628

    Charged Off
 

 
(62
)
 
(40
)
 
(102
)
    Payments
 
(120
)
 
(88
)
 
(48
)
 
(256
)
March 31,
 
8,835

 
5,618

 
575

 
15,028

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

 
4,330

 
644

 
21,285

    Added
 

 
133

 
68

 
201

    Charged Off
 
(1,069
)
 

 
(20
)
 
(1,089
)
    Payments
 
(1,915
)
 
(101
)
 
(72
)
 
(2,088
)
March 31,
 
9,343

 
4,362

 
620

 
14,325


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 2015 or 2014 resulted in the permanent reduction of the recorded investment in the loan. Modifications involving a reduction of the stated interest rate of the loan were for periods ranging from twelve months to five years. Modifications involving an extension of the maturity date were for periods ranging from twelve months to ten years. Troubled debt restructurings during the quarters ended March 31, 2015 and 2014 did not result in any charge-offs or additional provision expense.

The Corporation has allocated $138 thousand and $1.9 million of specific reserves to customers whose loan terms have been modified in troubled debt restructurings at both March 31, 2015 and 2014, respectively. The Corporation has not committed to lend additional amounts as of March 31, 2015 and 2014 to customers with outstanding loans that are classified as troubled debt restructurings. The charge-offs during the quarters ended March 31, 2015 and 2014 were not of any restructurings that had taken place in the previous 12 months.

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.

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Table of Contents

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 March 31, 2015 and December 31, 2014, and based on the most recent analysis performed, the risk category of loans by class of loans are as follows:
 
 
March 31, 2015
(Dollar amounts in thousands)
 
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Not Rated
 
Total
Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
413,969

 
$
30,781

 
$
26,548

 
$
2,836

 
$
2,674

 
$
476,808

Farmland
 
86,491

 
7,438

 
492

 

 
12

 
94,433

Non Farm, Non Residential
 
188,390

 
14,259

 
22,346

 
36

 

 
225,031

Agriculture
 
115,942

 
6,940

 
2,557

 
177

 
99

 
125,715

All Other Commercial
 
105,789

 
6,397

 
5,763

 
107

 
1,651

 
119,707

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
103,169

 
5,288

 
7,891

 
1,002

 
193,256

 
310,606

Home Equity
 
11,602

 
413

 
1,326

 
12

 
25,156

 
38,509

Junior Liens
 
7,642

 
112

 
565

 
61

 
23,056

 
31,436

Multifamily
 
57,893

 
1,513

 
1,222

 

 
4

 
60,632

All Other Residential
 
1,295

 

 
27

 

 
6,337

 
7,659

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 
11,323

 
427

 
258

 

 
232,372

 
244,380

All Other Consumer
 
2,935

 
158

 
78

 
18

 
16,960

 
20,149

TOTAL
 
$
1,106,440

 
$
73,726

 
$
69,073

 
$
4,249

 
$
501,577

 
$
1,755,065

 
 
December 31, 2014
(Dollar amounts in thousands)
 
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Not Rated
 
Total
Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
393,449

 
$
29,081

 
$
24,013

 
$
2,900

 
$
4,717

 
$
454,160

Farmland
 
85,772

 
7,618

 
436

 

 
13

 
93,839

Non Farm, Non Residential
 
186,346

 
21,765

 
25,613

 
36

 

 
233,760

Agriculture
 
138,713

 
7,399

 
1,746

 
177

 
67

 
148,102

All Other Commercial
 
101,942

 
4,356

 
7,055

 
33

 
1,275

 
114,661

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
104,854

 
5,929

 
7,733

 
1,035

 
196,008

 
315,559

Home Equity
 
12,592

 
375

 
1,374

 
6

 
26,116

 
40,463

Junior Liens
 
8,112

 
173

 
561

 
63

 
23,053

 
31,962

Multifamily
 
69,080

 
1,801

 
1,249

 

 
3

 
72,133

All Other Residential
 
1,799

 

 
28

 

 
7,228

 
9,055

Consumer
 


 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 
11,135

 
402

 
224

 

 
233,302

 
245,063

All Other Consumer
 
3,169

 
141

 
87

 
21

 
18,175

 
21,593

TOTAL
 
$
1,116,963

 
$
79,040

 
$
70,119

 
$
4,271

 
$
509,957

 
$
1,780,350

 


15

Table of Contents

3.
Securities

The amortized cost and fair value of the Corporation’s investments are shown below. All securities are classified as available-for-sale.
 
 
 
 
 
March 31, 2015
(Dollar amounts in thousands)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
U.S. Government agencies
 
$
1,300

 
$
65

 
$

 
$
1,365

Mortgage Backed Securities - Residential
 
174,682

 
7,817

 
(214
)
 
182,285

Mortgage Backed Securities - Commercial
 
16

 

 

 
16

Collateralized Mortgage Obligations
 
496,720

 
4,686

 
(3,345
)
 
498,061

State and Municipal Obligations
 
199,789

 
9,645

 
(128
)
 
209,306

Collateralized Debt Obligations
 
9,956

 
5,353

 
(1
)
 
15,308

TOTAL
 
$
882,463

 
$
27,566

 
$
(3,688
)
 
$
906,341

 
 
 
 
 
December 31, 2014
(Dollar amounts in thousands)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
U.S. Government agencies
 
$
1,411

 
$
56

 
$

 
$
1,467

Mortgage Backed Securities-residential
 
180,673

 
7,593

 
(330
)
 
187,936

Mortgage Backed Securities-commercial
 
17

 

 

 
17

Collateralized mortgage obligations
 
489,765

 
2,513

 
(7,623
)
 
484,655

State and municipal
 
198,875

 
9,019

 
(219
)
 
207,675

Collateralized debt obligations
 
10,205

 
5,115

 
(17
)
 
15,303

TOTAL
 
$
880,946

 
$
24,296

 
$
(8,189
)
 
$
897,053

 
Contractual maturities of debt securities at March 31, 2015 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
 
$
4,157

 
$
4,214

Due after one but within five years
 
38,385

 
39,879

Due after five but within ten years
 
89,483

 
94,057

Due after ten years
 
79,020

 
87,829

 
 
211,045

 
225,979

Mortgage-backed securities and collateralized mortgage obligations
 
671,418

 
680,362

TOTAL
 
$
882,463

 
$
906,341

 
There were $4 thousand in gross gains and no losses from investment sales realized by the Corporation for the three months ended March 31, 2015. For the three months ended March 31, 2014 there were no gains or losses on sales of investment securities.
 






16

Table of Contents

The following tables show the securities’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in continuous unrealized loss position, at March 31, 2015 and December 31, 2014
 
 
March 31, 2015
 
 
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
 
$
19,794

 
$
(194
)
 
$
3,421

 
$
(20
)
 
$
23,215

 
$
(214
)
Collateralized mortgage obligations
 
186,094

 
(3,206
)
 
31,413

 
(139
)
 
217,507

 
(3,345
)
State and municipal obligations
 
4,430

 
(72
)
 
7,395

 
(56
)
 
11,825

 
(128
)
Collateralized Debt Obligations
 

 

 
56

 
(1
)
 
56

 
(1
)
Total temporarily impaired securities
 
$
210,318

 
$
(3,472
)
 
$
42,285

 
$
(216
)
 
$
252,603

 
$
(3,688
)
 
 
 
December 31, 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
 
$

 
$

 
$
23,849

 
$
(330
)
 
$
23,849

 
$
(330
)
Collateralized mortgage obligations
 
50,832

 
(128
)
 
264,940

 
(7,495
)
 
315,772

 
(7,623
)
State and municipal obligations
 
6,500

 
(35
)
 
10,547

 
(184
)
 
17,047

 
(219
)
Collateralized Debt Obligations
 

 

 
200

 
(17
)
 
200

 
(17
)
Total temporarily impaired securities
 
$
57,332

 
$
(163
)
 
$
299,536

 
$
(8,026
)
 
$
356,868

 
$
(8,189
)
 
Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI model. Investment securities are generally evaluated for OTTI under FASB ASC 320, Investments - Debt and Equity Securities. However, certain purchased beneficial interests, including non-agency mortgage-backed securities, asset-backed securities, and collateralized debt obligations, that had credit ratings at the time of purchase of below AA are evaluated using the model outlined in FASB ASC 325-40, Beneficial Interests in Securitized Financial Assets.
 
When OTTI occurs under either model, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the OTTI shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.
Gross unrealized losses on investment securities were $3.7 million as of March 31, 2015 and $8.2 million as of December 31, 2014. 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.
There are three collateralized debt obligations securities with previously recorded OTTI but there is no OTTI in 2015 or 2014.
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.

17

Table of Contents

 
The table below presents a rollforward of the credit losses recognized in earnings for the three month periods ended March 31, 2015 and 2014:
 
 
Three Months Ended March 31,
(Dollar amounts in thousands)
 
2015
 
2014
Beginning balance
 
$
14,050

 
$
14,079

Increases to the amount related to the credit
 
 

 
 

Loss for which other-than-temporary was previously recognized
 

 

Reductions for increases in cash flows collected
 
(55
)
 

Amounts realized for securities sold during the period
 

 

Ending balance
 
$
13,995

 
$
14,079

 

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).

18

Table of Contents

 
 
March 31, 2015
 
 
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
(Dollar amounts in thousands)
 
Level 1
 
Level 2
 
Level 3
 
Total
U.S. Government agencies
 
$

 
$
1,365

 
$

 
$
1,365

Mortgage Backed Securities-residential
 

 
182,285

 

 
182,285

Mortgage Backed Securities-commercial
 

 
16

 

 
16

Collateralized mortgage obligations
 

 
498,061

 

 
498,061

State and municipal
 

 
204,581

 
4,725

 
209,306

Collateralized debt obligations
 

 

 
15,308

 
15,308

TOTAL
 
$

 
$
886,308

 
$
20,033

 
$
906,341

Derivative Assets
 
 

 
1,195

 
 

 
 

Derivative Liabilities
 
 

 
(1,195
)
 
 

 
 

 
 
December 31, 2014
 
 
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
(Dollar amounts in thousands)
 
Level 1
 
Level 2
 
Level 3
 
Total
U.S. Government agencies
 
$

 
$
1,467

 
$

 
$
1,467

Mortgage Backed Securities-residential
 

 
187,936

 

 
187,936

Mortgage Backed Securities-commercial
 

 
17

 

 
17

Collateralized mortgage obligations
 

 
484,655

 

 
484,655

State and municipal
 

 
201,775

 
5,900

 
207,675

Collateralized debt obligations
 

 

 
15,303

 
15,303

TOTAL
 
$

 
$
875,850

 
$
21,203

 
$
897,053

Derivative Assets
 
 

 
1,062

 
 

 
 

Derivative Liabilities
 
 

 
(1,062
)
 
 

 
 

 
There were no transfers between Level 1 and Level 2 during 2015 and 2014.
 
The tables below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2015 and the year ended December 31, 2014
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
Three Months Ended March 31, 2015
 
State and
municipal
obligations
 
Collateralized
debt
obligations
 
Total
Beginning balance, January 1
$
5,900

 
$
15,303

 
$
21,203

Total realized/unrealized gains or losses
 

 
 

 
 

Included in earnings

 

 

Included in other comprehensive income

 
165

 
165

Transfers

 

 

Settlements
(1,175
)
 
(160
)
 
(1,335
)
Ending balance, March 31
$
4,725

 
$
15,308

 
$
20,033

 

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Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
 
Year Ended December 31, 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
 

 
7,100

 
7,100

Purchases
 
4,000

 

 
4,000

Settlements
 
(2,625
)
 
(841
)
 
(3,466
)
Ending balance, December 31
 
$
5,900

 
$
15,303

 
$
21,203

  
The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at March 31, 2015.
 
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Input(s)
 
Range
State and municipal obligations
 
$
4,725

 
Discounted cash flow
 
Discount rate
Probability of default
 
3.05%-5.50% 0%
Other real estate  
 
$
3,830

 
Sales comparison/income approach
 
Discount rate for age of appraisal and market conditions
 
5.00%-20.00%
Impaired Loans
 
$
12,787

 
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, 2014.
 
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Input(s)
 
Range
State and municipal obligations
 
$
5,900

 
Discounted cash flow
 
Discount rate
Probability of default
 
3.05%-5.50% 0%
Other real estate  
 
$
3,965

 
Sales comparison/income approach
 
Discount rate for age of appraisal and market conditions
 
5.00%-20.00%
Impaired Loans
 
11,477

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

Impaired loans disclosed in footnote 2, which are measured for impairment using the fair value of collateral, are valued at Level 3. They are carried at a fair value of $12.8 million, after a valuation allowance of $1.6 million at March 31, 2015 and at a fair value of $11.5 million, net of a valuation allowance of $1.9 million at December 31, 2014. The impact to the provision for loan losses for the three months ended March 31, 2015 and for the 12 months ended December 31, 2014 was a $385 thousand increase and a $1.2 million decrease, respectively. Other real estate owned is valued at Level 3. Other real estate owned at March 31, 2015 with a value of $4.8 million was reduced $1.1 million for fair value adjustment. At March 31, 2015 other real estate owned was comprised of $3.6 million from commercial loans and $1.2 million from residential loans. Other real estate owned at December 31, 2014 with a value of $4.0 million was reduced $1.1 million for fair value adjustment. At December 31, 2014 other real estate owned was comprised of $3.0 million from commercial loans and $1.0 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

20

Table of Contents

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 March 31, 2015 and December 31, 2014, which are all considered Level 3.
 
 
March 31, 2015
(Dollar amounts in thousands)
 
Carrying
Value
 
Allowance
for Loan
Losses
Allocated
 
Fair Value
Commercial
 
 

 
 

 
 

Commercial & Industrial
 
$
7,017

 
$
575

 
$
6,442

Farmland
 

 

 

Non Farm, Non Residential
 
6,482

 
885

 
5,597

Agriculture
 

 

 

All Other Commercial
 
580

 
97

 
483

Residential
 
 

 
 

 
 

First Liens
 
265

 

 
265

Home Equity
 

 

 

Junior Liens
 

 

 

Multifamily
 

 

 

All Other Residential
 

 

 

Consumer
 
 

 
 

 
 

Motor Vehicle
 

 

 

All Other Consumer
 

 

 

TOTAL
 
$
14,344

 
$
1,557

 
$
12,787


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December 31, 2014
(Dollar amounts in thousands)
 
Carrying
Value
 
Allowance
for Loan
Losses
Allocated
 
Fair Value
Commercial
 
 

 
 

 
 

Commercial & Industrial
 
$
5,874

 
$
1,056

 
$
4,818

Farmland
 

 

 

Non Farm, Non Residential
 
6,654

 
753

 
5,901

Agriculture
 

 

 
 

All Other Commercial
 
827

 
102

 
725

Residential
 
 

 
 

 
 

First Liens
 
33

 

 
33

Home Equity
 

 

 

Junior Liens
 

 

 

Multifamily
 

 

 

All Other Residential
 

 
 

 

Consumer
 
 

 
 

 
 

Motor Vehicle
 

 
 

 

All Other Consumer
 

 
 

 

TOTAL
 
$
13,388

 
$
1,911

 
$
11,477

 
The carrying amounts and estimated fair value of financial instruments at March 31, 2015 and December 31, 2014, 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. Fair value of debt is based on current rates for similar financing. The fair value of off-balance sheet items is not considered material.
 
 
March 31, 2015
 
 
 
 
Carrying
 
Fair Value
(Dollar amounts in thousands)
 
Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Cash and due from banks
 
$
88,492

 
$
21,024

 
$
67,468

 
$

 
$
88,492

Federal funds sold
 
12,688

 

 
12,688

 

 
12,688

Securities available-for-sale
 
906,341

 

 
886,308

 
20,033

 
906,341

Restricted stock
 
16,404

 
n/a

 
n/a

 
n/a

 
n/a

Loans, net
 
1,737,253

 

 

 
1,793,291

 
1,793,291

Accrued interest receivable
 
11,381

 

 
3,584

 
7,797

 
11,381

Deposits
 
(2,463,949
)
 

 
(2,466,517
)
 

 
(2,466,517
)
Short-term borrowings
 
(28,462
)
 

 
(28,462
)
 

 
(28,462
)
Federal Home Loan Bank advances
 
(12,812
)
 

 
(13,454
)
 

 
(13,454
)
Accrued interest payable
 
(403
)
 

 
(403
)
 

 
(403
)

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Table of Contents

 
 
December 31, 2014
 
 
 
 
Carrying
 
Fair Value
(Dollar amounts in thousands)
 
Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Cash and due from banks
 
$
78,102

 
$
22,597

 
$
55,505

 
$

 
$
78,102

Federal funds sold
 
8,000

 

 
8,000

 

 
8,000

Securities available-for-sale
 
897,053

 

 
875,850

 
21,203

 
897,053

Restricted stock
 
16,404

 
n/a

 
n/a

 
n/a

 
n/a

Loans, net
 
1,762,589

 

 

 
1,810,885

 
1,810,885

FDIC Indemnification Asset
 
(74
)
 

 
(74
)
 

 
(74
)
Accrued interest receivable
 
11,593

 

 
3,183

 
8,410

 
11,593

Deposits
 
(2,457,197
)
 

 
(2,459,703
)
 

 
(2,459,703
)
Short-term borrowings
 
(48,015
)
 

 
(48,015
)
 

 
(48,015
)
Federal Home Loan Bank advances
 
(12,886
)
 

 
(13,605
)
 

 
(13,605
)
Accrued interest payable
 
(456
)
 

 
(456
)
 

 
(456
)
 
5.
Short-Term Borrowings
 
Period–end short-term borrowings were comprised of the following:
 
(000 's)
 
March 31, 2015
 
December 31, 2014
Federal Funds Purchased
$
2,570

 
$
21,192

Repurchase Agreements
25,892

 
26,823

 
$
28,462

 
$
48,015


6.
Components of Net Periodic Benefit Cost
 
 
Three Months Ended March 31,
 
 
(000's)
 
 
Pension Benefits
 
Post-Retirement
Health Benefits
 
 
2015
 
2014
 
2015
 
2014
Service cost
 
$
538

 
$
510

 
$
16

 
$
13

Interest cost
 
879

 
939

 
43

 
44

Expected return on plan assets
 
(863
)
 
(948
)
 

 

Amortization of transition obligation
 

 

 

 

Net amortization of prior service cost
 

 
(2
)
 

 

Net amortization of net (gain) loss
 
1,185

 
190

 

 

Net Periodic Benefit Cost
 
$
1,739

 
$
689

 
$
59

 
$
57

 
Employer Contributions
 
First Financial Corporation previously disclosed in its financial statements for the year ended December 31, 2014 that it expected to contribute $1.8 million and $1.1 million respectively to its Pension Plan and ESOP and $247 thousand to the Post Retirement Health Benefits Plan in 2015. No contributions have been made to the Pension Plan thus far in 2015. Contributions of $57 thousand have been made through the first three months of 2015 for the Post Retirement Health Benefits plan. No contributions have been made in 2015 for the ESOP. The Pension plan was frozen for most employees at the end of 2012 and for those employees there will be discretionary contributions to the ESOP plan and a 401K plan in place of the former Pension benefit. In the first three months of 2015 and 2014 there has been $359 thousand and $350 thousand of expense accrued for potential contributions to these alternative retirement benefit options.
 

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Table of Contents


7.
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. The amendments also require disclosure of (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized br residential real estate properties that are in foreclosure. It has not had 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. The FASB has recently issued a proposal to defer the effective date for one year.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 August 2014, the FASB issued ASU 2014-14, Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure. This ASU requires that a mortgage loan be derecognized and that a separate other receivable be recognized if certain conditions are met in the case of government guarantees. The amendments are effective for annual periods, and interim periods within those years, beginning after December 15, 2014. The adoption of this ASU has not had a significant impact on the Corporation's financial statements.


8.
Acquisitions and FDIC Indemnification Asset
 
The Bank' is party to a loss sharing agreement with the FDIC as a result of a 2009 acquisition. 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 $19.4 million for losses and carrying expenses and currently carries an immaterial balance in the indemnification asset. The balance of loans covered by the loss share agreement at March 31, 2015 and December 31, 2014 totaled $6.7 million and $7.3 million, respectively. The only loans still covered by the loss share agreement are the single family loans.
 
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

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Table of Contents

or creating an allowance for loan losses upon initial recognition. The carrying amount of loans accounted for in accordance with FASB ASC 310-30 at March 31, 2015 and 2014 are shown in the following table:
 
 
 
 
 
 
2015
(Dollar amounts in thousands)
 
Commercial
 
Consumer
 
Total
Beginning balance
 
$
4,803

 
$
1,571

 
$
6,374

Discount accretion
 

 

 

Disposals
 
(102
)
 
(13
)
 
(115
)
ASC 310-30 Loans
 
$
4,701

 
$
1,558

 
$
6,259

 
 
 
 
 
 
2014
(Dollar amounts in thousands)
 
Commercial
 
Consumer
 
Total
Beginning balance
 
$
7,676

 
$
2,409

 
$
10,085

Discount accretion
 

 

 

Disposals
 
(166
)
 
(8
)
 
(174
)
ASC 310-30 Loans
 
$
7,510

 
$
2,401

 
$
9,911


 


9.
Accumulated Other Comprehensive Income

The following table summarizes the changes, net of tax within each classification of accumulated other comprehensive income for the three months ended March 31, 2015 and 2014
 
 
Unrealized
 
 
 
 
 
 
gains and
 
2015
 
 
Losses on
available-
for-sale
 
Retirement
 
 
(Dollar amounts in thousands)
 
Securities
 
plans
 
Total
Beginning balance, January 1
 
$
10,278

 
$
(24,807
)
 
$
(14,529
)
Change in other comprehensive income before reclassification
 
4,764

 
1,972

 
6,736

Amounts reclassified from accumulated other comprehensive income
 
(2
)
 
492

 
490

Net Current period other comprehensive other income
 
4,762

 
2,464

 
7,226

Ending balance, March 31
 
$
15,040

 
$
(22,343
)
 
$
(7,303
)
 
 
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
 
5,303

 

 
5,303

Amounts reclassified from accumulated other comprehensive income
 

 
115

 
115

Net Current period other comprehensive other income
 
5,303

 
115

 
5,418

Ending balance, March 31
 
$
1,668

 
$
(10,219
)
 
$
(8,551
)

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Table of Contents

 
 
Balance
at
 
Current
Period
 
Balance
at
(Dollar amounts in thousands)
 
12/31/2014
 
Change
 
3/31/2015
Unrealized gains (losses) on securities available-for-sale
 
 
 
 
 
 
without other than temporary impairment
 
$
7,164

 
$
4,284

 
$
11,448

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

 
 

 
 

with other than temporary impairment
 
3,114

 
478

 
3,592

Total unrealized loss on securities available-for-sale
 
$
10,278

 
$
4,762

 
$
15,040

Unrealized loss on retirement plans
 
(24,807
)
 
2,464

 
(22,343
)
TOTAL
 
$
(14,529
)
 
$
7,226

 
$
(7,303
)
 
 
 
Balance
at
 
Current
Period
 
Balance
at
(Dollar amounts in thousands)
 
12/31/2013
 
Change
 
3/31/2014
Unrealized gains (losses) on securities available-for-sale
 
 

 
 

 
 

without other than temporary impairment
 
$
(2,499
)
 
$
3,010

 
$
511

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

 
 

 
 

with other than temporary impairment
 
(1,136
)
 
2,293

 
1,157

Total unrealized loss on securities available-for-sale
 
$
(3,635
)
 
$
5,303

 
$
1,668

Unrealized loss on retirement plans
 
(10,334
)
 
115

 
(10,219
)
TOTAL
 
$
(13,969
)
 
$
5,418

 
$
(8,551
)
 
 
Three Months Ended March 31, 2015
 
 
Details about accumulated
 
Amount reclassified from
 
Affected line item in
other comprehensive
 
accumulated other
 
the statement where
income components
 
comprehensive income
 
net income is presented
 
 
(in thousands)
 
 
Unrealized gains and losses
 
$
4

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

 
Net of tax
 
 
 
 
 
Amortization of
 
$
(820
)
 
(a) Salary and benefits
retirement plan items
 
328

 
Income tax expense
 
 
$
(492
)
 
Net of tax
Total reclassifications for the period
 
$
(490
)
 
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

 
 
Three Months Ended March 31, 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
 
$

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

 
Income tax expense
securities
 
$

 
Net of tax
 
 
 
 
 
Amortization of
 
$
(237
)
 
(a) Salary and benefits
retirement plan items
 
122

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

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 2014 in the 10-K filed for the fiscal year ended December 31, 2014.
 
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, 2014, 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 2014 Form 10-K.
 





27

Table of Contents

Summary of Operating Results
 
Net income for the three months ended March 31, 2015 was $7.8 million, the same as reported for the same period of 2014. Basic earnings per share increased to $0.60 for the first quarter of 2015 compared to $0.59 for same period of 2014. Return on Assets and Return on Equity were 1.04% and 7.73% respectively, for the three months ended March 31, 2015 compared to 1.03% and 7.9% for the three months ended March 31, 2014.

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 decreased $1.1 million in the three months ended March 31, 2015 to $26.0 million from $27.1 million in the same period in 2014. The net interest margin for the three months ended March 31, 2015 is 4.01% compared to 4.10% for the same period of 2014, a .09% decrease, driven by a greater decline in the income realized on earning assets than the decline in costs of funding.
 
Non-Interest Income
 
Non-interest income for the three months ended March 31, 2015 was $10.1 million which is the same as reported for the same period of 2014. Increased other non-interest income offset declines in service charges and fees on deposit accounts and insurance commissions.
 
Non-Interest Expenses
 
The Corporation’s non-interest expense for the quarter ended March 31, 2015 increased by $288 thousand to $24.0 million compared to the same period in 2014. Salaries and employee benefits increased $962 thousand driven by normal merit increases and increased pension expense due in part to lower discount rates used in determining the liability as well as the use of the new RP-2014 Mortality Table.
 
Allowance for Loan Losses
 
The Corporation’s provision for loan losses decreased $0.5 million to $1.45 million for the three months of 2015 compared to $1.96 million for the same period of 2014. Net charge offs for the first three months of 2015 were $0.9 million compared to a $1.4 million for the same period of 2014. During 2015, the volume of impaired loans has decreased as well as the specific allocations for these loans as compared to the same period of 2014. The allowance for loan losses has increased slightly at $19.4 million at March 31, 2015 compared to $18.8 million at December 31, 2014. 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.



















 

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Table of Contents

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 $30.5 million at March 31, 2015 compared to $30.6 million at December 31, 2014. A summary of non-performing loans at March 31, 2015 and December 31, 2014 follows:
 
 
(000's)
 
March 31, 2015
 
December 31,
2014
Non-accrual loans
$
14,868

 
$
15,034

Accruing restructured loans
4,974

 
4,616

Nonaccrual restructured loans
10,054

 
10,142

Accruing loans past due over 90 days
640

 
780

 
$
30,536

 
$
30,572

Ratio of the allowance for loan losses
 

 
 

as a percentage of non-performing loans
63.4
%
 
61.6
%

The following loan categories comprise significant components of the nonperforming non-restructured loans: 
 
(000's)
 
March 31, 2015
 
December 31,
2014
Non-accrual loans
 

 
 

Commercial loans
$
8,764

 
$
9,212

Residential loans
4,877

 
4,651

Consumer loans
1,227

 
1,171

 
$
14,868

 
$
15,034

Past due 90 days or more
 

 
 

Commercial loans
$
47

 
$

Residential loans
501

 
624

Consumer loans
92

 
156

 
$
640

 
$
780


The following table is information on the non-accrual loans at March 31, 2015 and December 31, 2014 that were from the acquisition of assets from The First National Bank of Danville and are included in non-accrual loans above.
 
 
(000's)
 
March 31, 2015
 
December 31,
2014
Non-accrual loans
 

 
 

Commercial loans
$
27

 
$
35

1-4 family residential
253

 
239

Installment loans

 

 
$
280

 
$
274

Past due 90 days or more:
 

 
 

Commercial loans
$

 
$

Residential loans

 
37

Consumer loans

 

 
$

 
$
37



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Table of Contents


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.
 
The Corporation from time to time utilizes derivatives to manage interest rate risk. Management continuously evaluates the merits of such interest rate risk products but does not anticipate the use of such products to become a major part of the Corporation’s risk management strategy.

The table below shows the Corporation’s estimated sensitivity profile as of March 31, 2015. 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 2.68% over the next 12 months and increase 6.61% over the following 12 months. Given a 100 basis point decrease in rates, net interest income would decrease 1.88% over the next 12 months and decrease 4.56% 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
 
-2.11
 %
 
-5.65
 %
 
-8.11
 %
Down 100
 
-1.88

 
-4.56

 
-6.29

Up 100
 
2.68

 
6.61

 
9.92

Up 200
 
2.29

 
8.77

 
16.23

 
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 $4.2 million of investments that mature throughout the next 12 months. The Corporation also anticipates $136.1 million of principal payments from mortgage-backed securities. Given the current rate environment, the Corporation anticipates $19.0 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.





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Table of Contents

Financial Condition 

Comparing the first three months of 2015 to the same period in 2014, loans, net of deferred loan costs, have decreased to $1.76 billion from $1.78 billion. Deposits remained stable at $2.5 billion at March 31, 2015, substantially the same as at March 31, 2014. Shareholders' equity increased 2.4% or $9.7 million. This financial performance increased book value per share 5.6% to $31.58 at March 31, 2015 from $29.9 at March 31, 2014. Book value per share is calculated by dividing the total shareholders' equity by the number of shares outstanding.

 Capital Adequacy 

The Federal Reserve, OCC and Federal Deposit Insurance Corporation (collectively, joint agencies) establish regulatory capital guidelines for U.S. banking organizations. Regulatory capital guidelines require that capital be measured in relation to the credit and market risks of both on- and off-balance sheet items using various risk weights. On January 1, 2015, the Basel 3 rules became effective and include transition provisions through January 1, 2019. Under Basel 3, Total capital consists of two tiers of capital, Tier 1 and Tier 2. Tier 1 capital is further composed of Common equity tier 1 capital and additional tier 1 capital.
Common equity tier 1 capital primarily includes qualifying common shareholders’ equity, retained earnings, accumulated other comprehensive income and certain minority interests. Goodwill, disallowed intangible assets and certain disallowed deferred tax assets are excluded from Common equity tier 1 capital.
Additional tier 1 capital primarily includes qualifying non-cumulative preferred stock, trust preferred securities (Trust Securities) subject to phase-out and certain minority interests. Certain deferred tax assets are also excluded.
Tier 2 capital primarily consists of qualifying subordinated debt, a limited portion of the allowance for loan and lease losses, Trust Securities subject to phase-out and reserves for unfunded lending commitments. The Corporation’s Total capital is the sum of Tier 1 capital plus Tier 2 capital.
To meet adequately capitalized regulatory requirements, an institution must maintain a Tier 1 capital ratio of 6.0 percent and a Total capital ratio of 8.0 percent. A “well-capitalized” institution must generally maintain capital ratios 200 bps higher than the minimum guidelines. The risk-based capital rules have been further supplemented by a Tier 1 leverage ratio, defined as Tier 1 capital divided by quarterly average total assets, after certain adjustments. BHCs must have a minimum Tier 1 leverage ratio of at least 4.0 percent. National banks must maintain a Tier 1 leverage ratio of at least 5.0 percent to be classified as “well capitalized.” Failure to meet the capital requirements established by the joint agencies can lead to certain mandatory and discretionary actions by regulators that could have a material adverse effect on the Corporation’s financial position. Below are the capital ratios for the Corporation and lead bank.
 
 
March 31, 2015
 
December 31, 2014
 
To Be Well Capitalized
Common equity tier 1 capital
 
 
 
 
 
Corporation
17.66
%
 
16.99
%
 
N/A

First Financial Bank
16.83
%
 
16.36
%
 
6.50
%
Total risk-based capital
 

 
 

 
 

Corporation
18.57
%
 
17.86
%
 
N/A

First Financial Bank
17.65
%
 
17.13
%
 
10.00
%
Tier I risk-based capital
 

 
 

 
 

Corporation
17.66
%
 
16.99
%
 
N/A

First Financial Bank
16.83
%
 
16.36
%
 
8.00
%
Tier I leverage capital
 

 
 

 
 

Corporation
12.74
%
 
12.33
%
 
N/A

First Financial Bank
12.07
%
 
11.83
%
 
5.00
%


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Table of Contents

ITEM 4.
Controls and Procedures
 
First Financial Corporation’s management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of March 31, 2015, an evaluation was performed under the supervision and with the participation of management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures. Based on that evaluation, management, including the principal executive officer and principal financial officer, concluded that the Corporation’s disclosure controls and procedures as of March 31, 2015 were effective in ensuring material information required to be disclosed in this Quarterly Report on Form 10-Q was recorded, processed, summarized, and reported on a timely basis. Additionally, there was no change in the Corporation's internal control over financial reporting that occurred during the quarter ended March 31, 2015 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 2014 financial statements in the Form 10-K filed for December 31, 2014

ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 
(a) None.
 
(b) Not applicable.
 
(c) Purchases of Equity Securities
 
The Corporation periodically acquires shares of its common stock directly from shareholders in individually negotiated transactions. On August 25, 2014 First Financial Corporation issued a press release announcing that it's Board of Directors has authorized a stock repurchase program pursuant to which up to 5% of the Corporations outstanding shares of common stock, or approximately 667,700 shares may be repurchases.
Following is certain information regarding shares of common stock purchased by the Corporation during the quarter covered by this report.
 
 
 
 
 
 
(c)
 
 
 
 
 
 
 
Total Number Of Shares
 
 
 
 
 
 
 
Purchased As Part Of
 
 (c) Maximum
 
 (a) Total Number Of
 
 (b) Average Price
 
Publicly Announced Plans
 
Number of Shares That May Yet
 
Shares Purchased
 
Paid Per Share
 
Or Programs *
 
Be Purchased *
January 1-31, 2015
9,689

 
35.62

 
9,689
 
208,546
February 1-28, 2015

 

 
N/A
 
N/A
March 1-31, 2015

 

 
N/A
 
N/A
Total
9,689

 
35.62

 
9,689
 
208,546


ITEM 3.
Defaults upon Senior Securities.
 
Not applicable.

ITEM 4.
Mine Safety Disclosures
 
Not applicable.

ITEM 5.
Other Information.
 

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Table of Contents

Not applicable.

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Table of Contents

ITEM 6.
Exhibits.
Exhibit No.:
Description of Exhibit:
3.1
Amended and Restated Articles of Incorporation of First Financial Corporation, incorporated by reference to Exhibit 3(i) of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.
3.2
Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3(ii) of the Corporation’s Form 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*
2015 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, 2014.
10.4*
2015 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, 2014.
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 March 31, 2015 by Principal Executive Officer, dated May 7, 2015.
31.2
Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 by Principal Financial Officer, dated May 7, 2015.
32.1
Certification, dated May 7, 2015, of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2005 on Form 10-Q for the quarter ended March 31, 2015.
101.1
Financial statements from the Quarterly Report on Form 10-Q of the Corporation for the quarter ended March 31, 2015, 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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Table of Contents


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

 
 
 
 
FIRST FINANCIAL CORPORATION
 
 
 
(Registrant)
 
 
 
 
Date:
May 7, 2015
 
By     /s/ Norman L. Lowery
 
 
 
Norman L. Lowery, Vice Chairman, President and CEO
 
 
 
(Principal Executive Officer)
 
 
 
 
Date:
May 7, 2015
 
By     /s/ Rodger A. McHargue
 
 
 
Rodger A. McHargue, Treasurer and CFO
 
 
 
(Principal Financial Officer)


36