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FIRST FINANCIAL CORP /IN/ - Quarter Report: 2023 September (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 September 30, 2023

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                   

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading Symbol

    

Name of each exchange on which registered

Common Stock, par value $0.125 per share

THFF

The NASDAQ Stock Market LLC

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   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    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

Non-accelerated filer (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No .

As of November 1, 2023, the registrant had outstanding 11,754,528 shares of common stock, without par value.

Table of Contents

FIRST FINANCIAL CORPORATION

FORM 10-Q

INDEX

Page No.

PART I. Financial Information

Item 1. Financial Statements:

Consolidated Balance Sheets

3

Consolidated Statements of Income and Comprehensive Income (Loss)

4

Consolidated Statements of Shareholders’ Equity

5

Consolidated Statements of Cash Flows

7

Notes to Consolidated Financial Statements

8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

34

Item 3. Quantitative and Qualitative Disclosures about Market Risk

34

Item 4. Controls and Procedures

40

PART II. Other Information:

Item 1. Legal Proceedings

41

Item 1A. Risk Factors

41

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

41

Item 3. Defaults upon Senior Securities

42

Item 4. Mine Safety Disclosures

42

Item 5. Other Information

42

Item 6. Exhibits

43

Signatures

44

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)

September 30, 

December 31, 

    

2023

    

2022

(unaudited)

ASSETS

 

  

 

  

Cash and due from banks

$

74,668

$

222,517

Federal funds sold

 

688

 

9,374

Securities available-for-sale

 

1,225,219

 

1,330,481

Loans:

 

Commercial

1,775,004

1,798,260

Residential

687,069

673,464

Consumer

647,658

588,539

3,109,731

3,060,263

(Less) plus:

Net deferred loan (fees)/costs

7,895

7,175

Allowance for credit losses

(39,034)

(39,779)

3,078,592

3,027,659

Restricted stock

 

15,398

 

15,378

Accrued interest receivable

 

22,546

 

21,288

Premises and equipment, net

 

67,424

 

66,147

Bank-owned life insurance

 

113,684

 

115,704

Goodwill

 

86,985

 

86,985

Other intangible assets

 

5,816

 

6,714

Other real estate owned

 

63

 

337

Other assets

 

93,723

 

86,697

TOTAL ASSETS

$

4,784,806

$

4,989,281

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

  

 

  

Deposits:

 

  

 

  

Non-interest-bearing

$

770,511

$

857,920

Interest-bearing:

 

 

  

Certificates of deposit exceeding the FDIC insurance limits

 

82,741

 

50,608

Other interest-bearing deposits

 

3,187,743

 

3,460,343

 

4,040,995

 

4,368,871

Short-term borrowings

 

132,734

 

70,875

Other borrowings

 

84,578

 

9,589

Other liabilities

 

56,331

 

64,653

TOTAL LIABILITIES

 

4,314,638

 

4,513,988

Shareholders’ equity

 

  

 

  

Common stock, $0.125 stated value per share; Authorized shares - 40,000,000; Issued shares-16,137,220 in 2023 and 16,114,992 in 2022; Outstanding shares - 11,754,528 in 2023 and 12,051,964 in 2022

 

2,014

 

2,012

Additional paid-in capital

 

143,855

 

143,185

Retained earnings

 

656,610

 

614,829

Accumulated other comprehensive loss

 

(176,038)

 

(139,974)

Less: Treasury shares at cost - 4,382,692 in 2023 and 4,063,028 in 2022

 

(156,273)

 

(144,759)

TOTAL SHAREHOLDERS’ EQUITY

 

470,168

 

475,293

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

4,784,806

$

4,989,281

See accompanying notes.

3

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FIRST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(Dollar amounts in thousands, except per share data)

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2023

    

2022

2023

    

2022

(unaudited)

(unaudited)

(unaudited)

(unaudited)

INTEREST INCOME:

 

  

 

  

  

 

  

Loans, including related fees

$

49,146

$

38,021

$

140,220

$

104,683

Securities:

 

  

 

  

 

  

 

  

Taxable

 

6,164

 

5,498

 

18,631

 

14,839

Tax-exempt

 

2,661

 

2,562

 

7,937

 

7,402

Other

 

752

 

2,165

 

2,864

 

4,178

TOTAL INTEREST INCOME

 

58,723

 

48,246

 

169,652

 

131,102

INTEREST EXPENSE:

 

  

 

  

 

  

 

  

Deposits

 

13,627

 

4,644

 

35,111

 

8,793

Short-term borrowings

 

1,923

 

418

 

4,025

 

676

Other borrowings

 

2,023

 

80

 

2,844

 

249

TOTAL INTEREST EXPENSE

 

17,573

 

5,142

 

41,980

 

9,718

NET INTEREST INCOME

 

41,150

 

43,104

 

127,672

 

121,384

Provision for credit losses

 

1,200

 

1,050

 

4,800

 

(4,750)

NET INTEREST INCOME AFTER PROVISION

 

 

FOR CREDIT LOSSES

 

39,950

 

42,054

 

122,872

 

126,134

NON-INTEREST INCOME:

 

 

 

 

Trust and financial services

 

1,140

 

1,015

 

3,642

 

3,687

Service charges and fees on deposit accounts

 

7,099

 

6,965

 

20,971

 

20,698

Other service charges and fees

 

213

 

160

 

613

 

488

Securities gains, net

5

Interchange income

149

47

418

Loan servicing fees

 

447

 

457

 

997

 

1,184

Gain on sales of mortgage loans

 

321

 

440

 

811

 

1,705

Other

2,407

2,954

4,374

7,963

TOTAL NON-INTEREST INCOME

 

11,627

 

12,140

 

31,455

 

36,148

NON-INTEREST EXPENSE:

Salaries and employee benefits

 

17,159

 

15,943

 

51,263

 

48,953

Occupancy expense

 

2,389

 

2,525

 

7,120

 

7,419

Equipment expense

 

3,580

 

3,311

 

10,404

 

9,177

FDIC Expense

 

613

 

556

 

1,977

 

1,526

Other

 

8,524

 

9,169

 

25,168

 

26,447

TOTAL NON-INTEREST EXPENSE

 

32,265

 

31,504

 

95,932

 

93,522

INCOME BEFORE INCOME TAXES

 

19,312

 

22,690

 

58,395

 

68,760

Provision for income taxes

 

3,027

 

4,639

 

10,143

 

14,172

NET INCOME

 

16,285

 

18,051

 

48,252

 

54,588

OTHER COMPREHENSIVE INCOME (LOSS)

 

  

 

  

 

  

 

  

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

 

(34,934)

 

(41,060)

 

(36,504)

 

(165,893)

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

 

146

 

315

 

440

 

944

COMPREHENSIVE INCOME (LOSS)

$

(18,503)

$

(22,694)

$

12,188

$

(110,361)

PER SHARE DATA

 

  

 

  

 

  

 

  

Basic and Diluted Earnings per Share

$

1.37

$

1.50

$

4.02

$

4.45

Weighted average number of shares outstanding (in thousands)

 

11,901

 

12,029

 

11,993

 

12,270

See accompanying notes.

4

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FIRST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Three Months Ended

September 30, 2023, and 2022

(Dollar amounts in thousands, except per share data)

(Unaudited)

    

    

    

    

Accumulated 

    

    

    

Other 

Common

Additional

Retained

Comprehensive

Treasury

Stock

Capital

Earnings

Income/(Loss)

Stock

Total

Balance, July 1, 2022

$

2,011

$

142,390

$

589,169

$

(126,630)

$

(145,409)

$

461,531

Net income

 

 

 

18,051

 

 

 

18,051

Other comprehensive income (loss)

 

 

 

 

(40,745)

 

 

(40,745)

Omnibus Equity Incentive Plan

 

 

206

 

 

 

 

206

Treasury shares purchased (9,125 shares)

 

 

 

 

 

(417)

 

(417)

Balance, September 30, 2022

$

2,011

$

142,596

$

607,220

$

(167,375)

$

(145,826)

$

438,626

Balance, July 1, 2023

$

2,013

$

143,632

$

640,325

$

(141,250)

$

(147,832)

$

496,888

Net income

 

 

 

16,285

 

 

 

16,285

Other comprehensive income (loss)

 

 

 

 

(34,788)

 

 

(34,788)

Omnibus Equity Incentive Plan

 

1

 

223

 

 

 

 

224

Treasury shares purchased (228,457 shares)

 

 

 

 

 

(8,441)

 

(8,441)

Balance, September 30, 2023

$

2,014

$

143,855

$

656,610

$

(176,038)

$

(156,273)

$

470,168

See accompanying notes.

5

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FIRST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Nine Months Ended

September 30, 2023, and 2022

(Dollar amounts in thousands, except per share data)

(Unaudited)

    

    

    

    

Accumulated 

    

    

    

Other 

Common

Additional

Retained

Comprehensive

Treasury

Stock

Capital

Earnings

Income/(Loss)

Stock

Total

Balance, January 1, 2022

$

2,009

$

141,979

$

559,139

$

(2,426)

$

(118,125)

$

582,576

Net income

 

 

 

54,588

 

 

 

54,588

Other comprehensive income (loss)

 

 

 

 

(164,949)

 

 

(164,949)

Omnibus Equity Incentive Plan

 

2

 

617

 

 

 

 

619

Treasury shares purchased (626,574 shares)

 

 

 

 

 

(27,701)

 

(27,701)

Cash dividends, $.54 per share

 

 

 

(6,507)

 

 

 

(6,507)

Balance, September 30, 2022

$

2,011

$

142,596

$

607,220

$

(167,375)

$

(145,826)

$

438,626

Balance, January 1, 2023

$

2,012

$

143,185

$

614,829

$

(139,974)

$

(144,759)

$

475,293

Net income

 

 

 

48,252

 

 

 

48,252

Other comprehensive income (loss)

 

 

 

 

(36,064)

 

 

(36,064)

Omnibus Equity Incentive Plan

 

2

 

670

 

 

 

 

672

Treasury shares purchased (319,664 shares)

 

 

 

 

 

(11,514)

 

(11,514)

Cash dividends, $.54 per share

 

 

 

(6,471)

 

 

 

(6,471)

Balance, September 30, 2023

$

2,014

$

143,855

$

656,610

$

(176,038)

$

(156,273)

$

470,168

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FIRST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands, except per share data)

Nine Months Ended

September 30, 

    

2023

    

2022

CASH FLOWS FROM OPERATING ACTIVITIES:

 

  

 

  

Net Income

$

48,252

$

54,588

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

 

  

 

Net amortization (accretion) of premiums and discounts on investments

 

3,817

 

5,174

Provision for credit losses

 

4,800

 

(4,750)

Securities gains

 

 

(5)

Depreciation and amortization

 

4,903

 

4,615

Restricted stock compensation

 

672

 

619

Gain on sale of mortgage loans

 

(811)

 

(1,705)

(Gain) Loss on sale of other real estate

 

26

 

26

Other, net

 

4,534

 

(6,266)

NET CASH FROM OPERATING ACTIVITIES

 

66,193

 

52,296

CASH FLOWS FROM INVESTING ACTIVITIES:

 

  

 

  

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

 

83,640

 

141,274

Purchases of securities available-for-sale

 

(29,650)

 

(329,564)

Proceeds from loans sold previously classified as portfolio loans

12,802

Loans made to customers, net of repayment

 

(54,314)

 

(168,558)

Net change in federal funds sold

 

8,686

 

(7,915)

Redemption of restricted stock

 

 

1,871

Purchase of restricted stock

 

(20)

 

(1,043)

Proceeds from sales of other real estate owned

 

270

223

Additions to premises and equipment

 

(5,282)

 

(2,206)

NET CASH FROM INVESTING ACTIVITIES

 

3,330

 

(353,116)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

  

 

  

Net change in deposits

 

(327,334)

 

(1,150)

Net change in short-term borrowings

 

61,859

 

(4,053)

Dividends paid

 

(15,383)

 

(14,459)

Purchase of treasury stock

 

(11,514)

 

(27,701)

Proceeds from other borrowings

 

1,430,000

 

Maturities of other borrowings

 

(1,355,000)

 

(6,402)

NET CASH FROM FINANCING ACTIVITIES

 

(217,372)

 

(53,765)

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(147,849)

 

(354,585)

CASH AND DUE FROM BANKS, BEGINNING OF PERIOD

 

222,517

 

682,807

CASH AND DUE FROM BANKS, END OF PERIOD

$

74,668

$

328,222

See accompanying notes.

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FIRST FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The accompanying September 30, 2023 and 2022 consolidated financial statements are unaudited. The December 31, 2022 consolidated financial statements are as reported in the First Financial Corporation (the “Corporation”) 2022 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, 2022.

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. For the nine months ended 2023 and 2022, 22,228 and 18,679 shares were awarded, respectively. These shares had a grant date value of $1.0 million and $847 thousand for 2023 and 2022, 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.    New accounting standards

Accounting Pronouncements Adopted:

In March 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-02, “Financial Instruments – Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures” (ASU 2022-02). ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings (TDRs) in ASC 310-40, “Receivables - Troubled Debt Restructurings by Creditors” for entities that have adopted the current expected credit loss (CECL) model introduced by ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13). ASU 2022-02 also requires that public business entities disclose current-period gross charge-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, “Financial Instruments—Credit Losses—Measured at Amortized Cost”. ASU 2022-02 is effective for the Corporation for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Corporation adopted ASU 2022-02 on January 1, 2023, and has applied the disclosure changes in this document. See Note 3. Allowance for Credit Losses for the additional disclosures.

Recent Accounting Pronouncements:

In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-03 “Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. ASU 2022-03 is effective for the Corporation for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption is permitted. The Corporation is evaluating the effect that ASU 2022-03 will have on its consolidated financial statements and related disclosures.

In March 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards (ASU) No. 2023-02 Investments Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. This guidance is effective for public business entities for fiscal years including interim periods within those fiscal years, beginning after December 15, 2023. Early

8

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adoption is permitted in any interim period. The Corporation is evaluating ASU 2023-02 and its effect on its consolidated financial statements and related disclosures.

3.    Allowance for Credit Losses

The following table presents the activity of the allowance for credit losses by portfolio segment for the three months ended September 30.

Allowance for Credit Losses:

    

September 30, 2023

(Dollar amounts in thousands)

Commercial

Residential

Consumer

Unallocated

Total

Beginning balance

$

12,450

$

15,268

$

11,653

$

536

$

39,907

Provision for credit losses

 

(199)

 

(747)

 

2,303

 

(157)

 

1,200

Loans charged-off

 

(187)

 

(50)

 

(3,364)

 

 

(3,601)

Recoveries

 

177

 

67

 

1,284

 

 

1,528

Ending Balance

$

12,241

$

14,538

$

11,876

$

379

$

39,034

Allowance for Credit Losses:

    

    

September 30, 2022

    

    

(Dollar amounts in thousands)

Commercial

Residential

Consumer

Unallocated

Total

Beginning balance

$

16,469

$

14,168

$

10,584

$

247

$

41,468

Provision for credit losses

 

(1,403)

 

297

 

2,199

 

(43)

 

1,050

Loans charged-off

 

(2,406)

 

(57)

 

(3,190)

 

 

(5,653)

Recoveries

 

634

 

55

 

1,941

 

 

2,630

Ending Balance

$

13,294

$

14,463

$

11,534

$

204

$

39,495

The following table presents the activity of the allowance for credit losses by portfolio segment for the nine months ended September 30.

Allowance for Credit Losses:

    

September 30, 2023

(Dollar amounts in thousands)

Commercial

Residential

Consumer

Unallocated

Total

Beginning balance

$

12,949

$

14,568

$

12,104

$

158

$

39,779

Provision for credit losses

 

(630)

 

(81)

 

5,290

 

221

 

4,800

Loans charged -off

 

(702)

 

(192)

 

(10,626)

 

 

(11,520)

Recoveries

 

624

 

243

 

5,108

 

 

5,975

Ending Balance

$

12,241

$

14,538

$

11,876

$

379

$

39,034

Allowance for Credit Losses:

    

    

September 30, 2022

    

    

(Dollar amounts in thousands)

Commercial

Residential

Consumer

Unallocated

Total

Beginning balance

$

18,883

$

18,316

$

10,721

$

385

$

48,305

Provision for credit losses

 

(3,835)

 

(3,952)

 

3,218

 

(181)

 

(4,750)

Loans charged -off

 

(3,659)

 

(579)

 

(7,080)

 

 

(11,318)

Recoveries

 

1,905

 

678

 

4,675

 

 

7,258

Ending Balance

$

13,294

$

14,463

$

11,534

$

204

$

39,495

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The tables below present the recorded investment in non-performing loans by class of loans.

    

September 30, 2023

Loans Past

Nonaccrual

Due Over

With No

90 Days Still

Allowance

(Dollar amounts in thousands)

Accruing

Nonaccrual

For Credit Loss

Commercial

Commercial & Industrial

$

20

$

1,566

$

900

Farmland

 

 

1,677

 

1,662

Non Farm, Non Residential

 

 

1,293

 

1,291

Agriculture

 

 

1,115

 

1,103

All Other Commercial

 

 

21

 

Residential

First Liens

 

1,177

 

933

 

Home Equity

 

71

 

70

 

Junior Liens

 

137

 

200

 

Multifamily

 

 

548

 

373

All Other Residential

 

 

436

 

Consumer

Motor Vehicle

 

 

3,092

 

All Other Consumer

 

 

263

 

TOTAL

$

1,405

$

11,214

$

5,329

    

December 31, 2022

Loans Past

Nonaccrual

Due Over 

With No 

90 Days Still

Allowance

(Dollar amounts in thousands)

Accruing

Nonaccrual

For Credit Loss

Commercial

 

  

 

  

 

  

Commercial & Industrial

$

114

$

2,137

$

254

Farmland

 

 

461

 

Non Farm, Non Residential

 

 

2,064

 

2,052

Agriculture

 

 

186

 

155

All Other Commercial

 

 

26

 

Residential

 

  

 

  

 

  

First Liens

 

666

 

1,380

 

Home Equity

 

180

 

133

 

Junior Liens

 

197

 

256

 

Multifamily

 

 

1,468

 

All Other Residential

 

 

478

 

Consumer

 

  

 

  

 

  

Motor Vehicle

 

 

2,549

 

All Other Consumer

 

 

416

 

TOTAL

$

1,157

$

11,554

$

2,461

10

Table of Contents

The following tables present the amortized cost basis of collateral dependent loans by class of loans:

    

September 30, 2023

Collateral Type

(Dollar amounts in thousands)

Real Estate

Other

Commercial

 

  

 

  

Commercial & Industrial

$

3,500

$

Farmland

 

2,094

 

Non Farm, Non Residential

 

4,239

 

Agriculture

 

49

 

1,054

All Other Commercial

 

 

Residential

 

  

 

  

First Liens

 

 

Home Equity

 

 

Junior Liens

 

 

Multifamily

 

373

 

All Other Residential

 

 

Consumer

 

  

 

  

Motor Vehicle

 

 

All Other Consumer

 

 

Total

$

10,255

$

1,054

December 31, 2022

Collateral Type

(Dollar amounts in thousands)

    

Real Estate

    

Other

Commercial

 

  

 

  

Commercial & Industrial

$

4,613

$

1

Farmland

 

3,289

 

Non Farm, Non Residential

 

5,123

 

Agriculture

 

 

155

All Other Commercial

 

 

Residential

 

  

 

  

First Liens

 

 

Home Equity

 

 

Junior Liens

 

 

Multifamily

 

895

 

All Other Residential

 

 

Consumer

 

 

  

Motor Vehicle

 

 

All Other Consumer

 

 

Total

$

13,920

$

156

11

Table of Contents

The following tables presents the aging of the recorded investment in loans by past due category and class of loans.

    

September 30, 2023

90 Days

30-59 Days

60-89 Days

and Greater

Total

  

  

(Dollar amounts in thousands)

    

Past Due

    

Past Due

    

Past Due

    

Past Due

    

Current

    

Total

Commercial

 

  

 

  

 

  

 

  

 

  

 

  

Commercial & Industrial

$

520

$

370

$

1,316

$

2,206

$

641,139

$

643,345

Farmland

 

54

 

 

1,662

 

1,716

 

132,177

 

133,893

Non Farm, Non Residential

 

46

 

 

 

46

 

419,193

 

419,239

Agriculture

 

117

 

217

 

1,054

 

1,388

 

118,279

 

119,667

All Other Commercial

 

13

 

1,083

 

 

1,096

 

468,728

 

469,824

Residential

 

 

 

 

  

 

 

  

First Liens

 

902

 

739

 

1,405

 

3,046

 

355,299

 

358,345

Home Equity

 

594

 

33

 

110

 

737

 

62,829

 

63,566

Junior Liens

 

374

 

119

 

267

 

760

 

57,019

 

57,779

Multifamily

 

113

 

30

 

373

 

516

 

186,035

 

186,551

All Other Residential

 

 

1

 

 

1

 

23,099

 

23,100

Consumer

 

 

 

 

  

 

 

  

Motor Vehicle

 

9,549

 

1,578

 

1,002

 

12,129

 

605,264

 

617,393

All Other Consumer

 

356

 

134

 

16

 

506

 

32,510

 

33,016

TOTAL

$

12,638

$

4,304

$

7,205

$

24,147

$

3,101,571

$

3,125,718

    

December 31, 2022

90 Days

30-59 Days

60-89 Days

and Greater

Total

  

  

(Dollar amounts in thousands)

    

Past Due

    

Past Due

    

Past Due

    

Past Due

    

Current

    

Total

Commercial

 

  

 

  

 

  

 

  

 

  

 

  

Commercial & Industrial

$

1,698

$

529

$

726

$

2,953

$

674,569

$

677,522

Farmland

 

112

 

 

 

112

 

127,498

 

127,610

Non Farm, Non Residential

 

274

 

34

 

 

308

 

387,108

 

387,416

Agriculture

 

 

1,231

 

 

1,231

 

136,451

 

137,682

All Other Commercial

 

333

 

 

14

 

347

 

478,095

 

478,442

Residential

 

 

 

 

  

 

 

  

First Liens

 

4,528

 

1,203

 

1,054

 

6,785

 

341,131

 

347,916

Home Equity

 

305

 

144

 

276

 

725

 

63,615

 

64,340

Junior Liens

 

213

 

69

 

327

 

609

 

56,367

 

56,976

Multifamily

 

317

 

83

 

 

400

 

180,305

 

180,705

All Other Residential

 

1,115

 

350

 

 

1,465

 

24,058

 

25,523

Consumer

 

 

 

 

  

 

 

  

Motor Vehicle

 

15,151

 

1,930

 

985

 

18,066

 

539,651

 

557,717

All Other Consumer

 

341

 

56

 

15

 

412

 

32,967

 

33,379

TOTAL

$

24,387

$

5,629

$

3,397

$

33,413

$

3,041,815

$

3,075,228

12

Table of Contents

Loan Modifications Made to Borrowers Experiencing Financial Difficulty:

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.

The following table presents the amortized cost of loans and leases at September 30, 2023 that were both experiencing financial difficulty and modified during the nine months ended September 30, 2023, by class and by type of modification. The percentage of the amortized cost of loans and leases that were modified to borrowers in financial distress as compared to the amortized cost of each class of financial receivable is also presented below.

    

Combination

Combination

Term

Term

Total

Extension and

Extension

Class of

Principal

Payment

Term

Interest Rate

  

Principal

  

Interest Rate

  

Financing

(Dollar amounts in thousands)

    

Forgiveness

    

Delay

    

Extension

    

Reduction

    

Forgiveness

Reduction

    

Receivable

Residential

 

 

 

 

 

 

 

Home Equity

$

$

$

$

139

$

$

26

0.00

%

Consumer

Motor Vehicle

 

6

 

 

104

 

 

41

 

41

 

0.00

TOTAL

$

6

$

$

104

$

139

$

41

$

67

%

The Company closely monitors the performance of loans and leases that have been modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. All loans and leases that have been modified during the nine months ended September 30, 2023 are in a current status of repayment.

The following table presents the financial effect of loan and lease modifications presented above to borrowers experiencing financial difficulty for the nine months ended September 30, 2023.

    

Weighted-

Weighted-

Average

Average

Principal

Interest Rate

Term

(Dollar amounts in thousands)

    

Forgiveness

    

Reduction

    

Extension

Residential

 

 

 

First Liens

$

 

2.12

%

 

24

Consumer

Motor Vehicle

 

13

 

1.78

 

23

TOTAL

$

13

2.05

%

23

There were no modified loans that had a payment default during the nine months ended September 30, 2023 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty. A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms.

Upon the Corporation’s determination that a modified loan has subsequently been deemed uncollectible, the loan is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

13

Table of Contents

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.

14

Table of Contents

The following tables present the commercial loan portfolio by risk category:

September 30, 2023

Term Loans at Amortized Cost Basis by Origination Year

Revolving

    

2023

    

2022

    

2021

    

2020

    

2019

    

Prior

    

Loans

    

Total

Commercial

Commercial and Industrial

Pass

$

67,442

$

134,073

$

114,359

$

42,545

$

44,822

$

103,842

$

84,842

$

591,925

Special Mention

 

57

 

68

 

10,137

 

3,213

 

328

 

1,001

 

2,825

$

17,629

Substandard

 

17

 

5,008

 

2,352

 

1,068

 

1,019

 

8,026

 

8,012

$

25,502

Doubtful

 

 

 

 

 

 

 

$

Not Rated

 

2,810

 

1,451

 

931

 

548

 

201

 

114

 

$

6,055

Subtotal

$

70,326

$

140,600

$

127,779

$

47,374

$

46,370

$

112,983

$

95,679

$

641,111

Current period gross charge-offs

$

8

$

20

$

40

$

78

$

-

$

2

$

-

$

148

Farmland

Pass

$

17,799

$

16,393

$

21,274

$

8,364

$

8,928

$

54,026

$

274

$

127,058

Special Mention

 

 

 

 

 

 

1,118

 

$

1,118

Substandard

 

 

 

 

497

 

833

 

1,646

 

$

2,976

Doubtful

 

 

 

 

 

 

 

$

Not Rated

 

 

 

 

 

 

17

 

$

17

Subtotal

$

17,799

$

16,393

$

21,274

$

8,861

$

9,761

$

56,807

$

274

$

131,169

Current period gross charge-offs

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

Non Farm, Non Residential

Pass

$

52,735

$

120,994

$

69,980

$

25,847

$

21,608

$

113,887

$

4,281

$

409,332

Special Mention

 

 

88

 

1,005

 

 

854

 

 

$

1,947

Substandard

 

587

 

 

 

 

516

 

4,993

 

$

6,096

Doubtful

 

 

 

 

 

 

 

$

Not Rated

 

 

 

 

683

 

 

74

 

$

757

Subtotal

$

53,322

$

121,082

$

70,985

$

26,530

$

22,978

$

118,954

$

4,281

$

418,132

Current period gross charge-offs

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

Agriculture

Pass

$

8,513

$

11,470

$

7,451

$

6,447

$

7,578

$

17,783

$

52,605

$

111,847

Special Mention

 

 

142

 

 

8

 

3

 

609

 

2,974

$

3,736

Substandard

 

 

 

 

 

50

 

1,279

 

$

1,329

Doubtful

 

 

 

 

 

 

 

$

Not Rated

 

16

 

54

 

33

 

42

 

28

 

 

$

173

Subtotal

$

8,529

$

11,666

$

7,484

$

6,497

$

7,659

$

19,671

$

55,579

$

117,085

Current period gross charge-offs

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

Other Commercial

Pass

$

26,467

$

106,465

$

101,778

$

96,167

$

7,168

$

103,476

$

9,479

$

451,000

Special Mention

 

 

1,041

 

 

2,516

 

 

11,623

 

$

15,180

Substandard

 

 

 

18

 

 

826

 

5

 

$

849

Doubtful

 

 

 

 

 

 

 

$

Not Rated

 

 

13

 

 

 

 

465

 

$

478

Subtotal

$

26,467

$

107,519

$

101,796

$

98,683

$

7,994

$

115,569

$

9,479

$

467,507

Current period gross charge-offs

$

534

$

-

$

-

$

-

$

20

$

-

$

-

$

554

Residential

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

  

Multifamily >5 Residential

Pass

$

27,930

$

63,032

$

32,470

$

22,870

$

6,459

$

24,139

$

111

$

177,011

Special Mention

 

 

 

 

361

 

 

6,599

 

118

$

7,078

Substandard

 

 

 

 

 

 

373

 

$

373

Doubtful

 

 

 

 

 

 

 

$

Not Rated

 

 

 

1,107

 

 

 

256

 

$

1,363

Subtotal

$

27,930

$

63,032

$

33,577

$

23,231

$

6,459

$

31,367

$

229

$

185,825

Current period gross charge-offs

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

Total

Pass

$

200,886

$

452,427

$

347,312

$

202,240

$

96,563

$

417,153

$

151,592

$

1,868,173

Special Mention

 

57

 

1,339

 

11,142

 

6,098

 

1,185

 

20,950

 

5,917

$

46,688

Substandard

 

604

 

5,008

 

2,370

 

1,565

 

3,244

 

16,322

 

8,012

$

37,125

Doubtful

 

 

 

 

 

 

 

$

Not Rated

 

2,826

 

1,518

 

2,071

 

1,273

 

229

 

926

 

$

8,843

$

204,373

$

460,292

$

362,895

$

211,176

$

101,221

$

455,351

$

165,521

$

1,960,829

15

Table of Contents

December 31, 2022

Term Loans at Amortized Cost Basis by Origination Year

Revolving

    

2022

    

2021

    

2020

    

2019

    

2018

    

Prior

    

Loans

    

Total

Commercial

Commercial and Industrial

Pass

$

163,479

$

128,012

$

56,830

$

54,208

$

26,514

$

99,522

$

92,110

$

620,675

Special Mention

 

2,071

 

9,738

 

3,434

 

2,572

 

2,061

 

1,848

 

453

$

22,177

Substandard

 

423

 

723

 

1,861

 

954

 

3,169

 

6,264

 

9,103

$

22,497

Doubtful

 

 

 

 

 

 

 

$

Not Rated

 

7,041

 

1,408

 

822

 

469

 

149

 

85

 

$

9,974

Subtotal

$

173,014

$

139,881

$

62,947

$

58,203

$

31,893

$

107,719

$

101,666

$

675,323

Farmland

Pass

$

16,261

$

22,530

$

9,244

$

9,438

$

10,352

$

48,847

$

340

$

117,012

Special Mention

 

 

 

1,164

 

882

 

 

2,930

 

$

4,976

Substandard

 

 

 

456

 

608

 

337

 

1,969

 

$

3,370

Doubtful

 

 

 

 

 

 

 

$

Not Rated

 

 

 

 

 

 

17

 

$

17

Subtotal

$

16,261

$

22,530

$

10,864

$

10,928

$

10,689

$

53,763

$

340

$

125,375

Non Farm, Non Residential

Pass

$

102,629

$

75,011

$

33,214

$

19,596

$

31,438

$

111,586

$

2,975

$

376,449

Special Mention

 

99

 

1,035

 

 

921

 

 

279

 

$

2,334

Substandard

 

 

 

 

513

 

 

6,281

 

$

6,794

Doubtful

 

 

 

 

 

 

 

$

Not Rated

 

 

 

696

 

 

 

269

 

$

965

Subtotal

$

102,728

$

76,046

$

33,910

$

21,030

$

31,438

$

118,415

$

2,975

$

386,542

Agriculture

Pass

$

13,085

$

9,028

$

8,015

$

8,422

$

1,987

$

26,729

$

62,397

$

129,663

Special Mention

 

89

 

 

10

 

3

 

 

709

 

2,519

$

3,330

Substandard

 

 

 

 

224

 

1,201

 

56

 

762

$

2,243

Doubtful

 

 

 

 

 

 

 

$

Not Rated

 

71

 

39

 

68

 

61

 

25

 

 

$

264

Subtotal

$

13,245

$

9,067

$

8,093

$

8,710

$

3,213

$

27,494

$

65,678

$

135,500

Other Commercial

Pass

$

143,941

$

91,615

$

90,845

$

19,259

$

29,143

$

82,535

$

5,602

$

462,940

Special Mention

 

23

 

 

 

10

 

 

11,911

 

$

11,944

Substandard

 

 

23

 

 

 

 

6

 

$

29

Doubtful

 

 

 

 

 

 

 

$

Not Rated

 

16

 

82

 

 

 

29

 

480

 

$

607

Subtotal

$

143,980

$

91,720

$

90,845

$

19,269

$

29,172

$

94,932

$

5,602

$

475,520

Residential

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Multifamily >5 Residential

Pass

$

50,424

$

33,415

$

46,740

$

6,734

$

4,969

$

27,353

$

96

$

169,731

Special Mention

 

 

533

 

372

 

 

 

6,795

 

$

7,700

Substandard

 

 

 

 

 

 

1,280

 

$

1,280

Doubtful

 

 

 

 

 

 

 

$

Not Rated

 

 

1,124

 

 

 

 

263

 

$

1,387

Subtotal

$

50,424

$

35,072

$

47,112

$

6,734

$

4,969

$

35,691

$

96

$

180,098

Total

Pass

$

489,819

$

359,611

$

244,888

$

117,657

$

104,403

$

396,572

$

163,520

$

1,876,470

Special Mention

 

2,282

 

11,306

 

4,980

 

4,388

 

2,061

 

24,472

 

2,972

$

52,461

Substandard

 

423

 

746

 

2,317

 

2,299

 

4,707

 

15,856

 

9,865

$

36,213

Doubtful

 

 

 

 

 

 

 

$

Not Rated

 

7,128

 

2,653

 

1,586

 

530

 

203

 

1,114

 

$

13,214

$

499,652

$

374,316

$

253,771

$

124,874

$

111,374

$

438,014

$

176,357

$

1,978,358

16

Table of Contents

The Corporation evaluates the credit quality of its other loan portfolios, which includes residential real estate, consumer and lease financing loans, based primarily on the aging status of the loan and payment activity. Accordingly, loans on non-accrual status and loans past due 90 days or more and still accruing interest are considered to be nonperforming for purposes of credit quality evaluation. The following table presents the balance of our other loan portfolio based on the credit risk profile of loans that are performing and loans that are nonperforming:

    

September 30, 2023

Term Loans at Amortized Cost Basis by Origination Year

Revolving

    

2023

    

2022

    

2021

    

2020

    

2019

    

Prior

    

Loans

    

Total

Residential

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

First Liens

Performing

$

35,883

$

72,998

$

65,931

$

40,751

$

16,167

$

121,304

$

1,970

$

355,004

Non-performing

 

 

24

 

413

 

222

 

30

 

1,541

 

$

2,230

Subtotal

$

35,883

$

73,022

$

66,344

$

40,973

$

16,197

$

122,845

$

1,970

$

357,234

Current period gross charge-offs

$

-

$

-

$

-

$

-

$

-

$

156

$

-

$

156

Home Equity

Performing

$

141

$

271

$

$

7

$

94

$

875

$

61,829

$

63,217

Non-performing

 

 

51

 

 

19

 

 

71

 

$

141

Subtotal

$

141

$

322

$

$

26

$

94

$

946

$

61,829

$

63,358

Current period gross charge-offs

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

Junior Liens

Performing

$

10,899

$

16,419

$

8,781

$

5,926

$

4,609

$

9,037

$

1,625

$

57,296

Non-performing

 

 

 

8

 

104

 

65

 

160

 

$

337

Subtotal

$

10,899

$

16,419

$

8,789

$

6,030

$

4,674

$

9,197

$

1,625

$

57,633

Current period gross charge-offs

$

-

$

-

$

-

$

-

$

24

$

12

$

-

$

36

Other Residential

Performing

$

6,090

$

10,078

$

3,471

$

431

$

653

$

1,557

$

302

$

22,582

Non-performing

 

 

 

 

 

394

 

43

 

$

437

Subtotal

$

6,090

$

10,078

$

3,471

$

431

$

1,047

$

1,600

$

302

$

23,019

Current period gross charge-offs

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

Consumer

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Motor Vehicle

Performing

$

221,153

$

236,144

$

80,919

$

55,243

$

15,316

$

3,412

$

$

612,187

Non-performing

 

66

 

1,306

 

461

 

562

 

185

 

31

 

$

2,611

Subtotal

$

221,219

$

237,450

$

81,380

$

55,805

$

15,501

$

3,443

$

$

614,798

Current period gross charge-offs

$

284

$

5,802

$

2,590

$

1,159

$

359

$

161

$

-

$

10,355

Other Consumer

Performing

$

10,564

$

8,336

$

4,462

$

2,483

$

850

$

748

$

5,149

$

32,592

Non-performing

 

 

28

 

160

 

51

 

20

 

6

 

3

$

268

Subtotal

$

10,564

$

8,364

$

4,622

$

2,534

$

870

$

754

$

5,152

$

32,860

Current period gross charge-offs

$

6

$

83

$

49

$

30

$

3

$

5

$

95

$

271

Total

Performing

$

284,730

$

344,246

$

163,564

$

104,841

$

37,689

$

136,933

$

70,875

$

1,142,878

Non-performing

 

66

 

1,409

 

1,042

 

958

 

694

 

1,852

 

3

$

6,024

Total other loans

$

284,796

$

345,655

$

164,606

$

105,799

$

38,383

$

138,785

$

70,878

$

1,148,902

17

Table of Contents

    

December 31, 2022

Term Loans at Amortized Cost Basis by Origination Year

Revolving

    

2022

    

2021

    

2020

    

2019

    

2018

    

Prior

    

Loans

    

Total

Residential

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

First Liens

Performing

$

71,607

$

70,197

$

45,080

$

16,968

$

20,258

$

117,488

$

3,245

$

344,843

Non-performing

 

106

 

 

 

141

 

100

 

1,782

 

$

2,129

Subtotal

$

71,713

$

70,197

$

45,080

$

17,109

$

20,358

$

119,270

$

3,245

$

346,972

Home Equity

Performing

$

1,995

$

943

$

8

$

115

$

55

$

820

$

59,875

$

63,811

Non-performing

 

 

 

78

 

 

14

 

40

 

176

$

308

Subtotal

$

1,995

$

943

$

86

$

115

$

69

$

860

$

60,051

$

64,119

Junior Liens

Performing

$

19,074

$

10,485

$

7,507

$

5,830

$

5,366

$

6,195

$

1,928

$

56,385

Non-performing

 

 

4

 

77

 

90

 

139

 

141

 

$

451

Subtotal

$

19,074

$

10,489

$

7,584

$

5,920

$

5,505

$

6,336

$

1,928

$

56,836

Other Residential

Performing

$

11,542

$

9,923

$

501

$

915

$

498

$

1,582

$

$

24,961

Non-performing

 

 

 

 

425

 

35

 

18

 

$

478

Subtotal

$

11,542

$

9,923

$

501

$

1,340

$

533

$

1,600

$

$

25,439

Consumer

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Motor Vehicle

Performing

$

306,565

$

118,362

$

88,144

$

29,004

$

8,652

$

2,230

$

6

$

552,963

Non-performing

 

813

 

739

 

437

 

237

 

66

 

47

 

$

2,339

Subtotal

$

307,378

$

119,101

$

88,581

$

29,241

$

8,718

$

2,277

$

6

$

555,302

Other Consumer

Performing

$

13,426

$

7,914

$

4,109

$

1,302

$

429

$

819

$

4,819

$

32,818

Non-performing

 

18

 

247

 

89

 

39

 

12

 

12

 

2

$

419

Subtotal

$

13,444

$

8,161

$

4,198

$

1,341

$

441

$

831

$

4,821

$

33,237

Total

Performing

$

424,209

$

217,824

$

145,349

$

54,134

$

35,258

$

129,134

$

69,873

$

1,075,781

Non-performing

 

937

 

990

 

681

 

932

 

366

 

2,040

 

178

$

6,124

Total other loans

$

425,146

$

218,814

$

146,030

$

55,066

$

35,624

$

131,174

$

70,051

$

1,081,905

18

Table of Contents

4.    Securities

The amortized cost and fair value of the Corporation’s investments are shown below. All securities are classified as available-for-sale.

    

September 30, 2023

Amortized

Unrealized

Unrealized

(Dollar amounts in thousands)

Cost

    

Gains

    

Losses

    

Fair Value

U.S. Government agencies

$

104,753

$

4

$

(14,824)

$

89,933

Mortgage Backed Securities - residential

669,417

2

(112,729)

556,690

Mortgage Backed Securities - commercial

 

7,958

 

 

(674)

 

7,284

Collateralized mortgage obligations

 

214,507

 

 

(33,551)

 

180,956

State and municipal obligations

 

402,144

 

30

 

(49,621)

 

352,553

Municipal taxable

 

39,875

 

 

(7,247)

 

32,628

U.S. Treasury

 

2,177

 

 

(26)

 

2,151

Collateralized debt obligations

 

 

3,024

 

 

3,024

TOTAL

$

1,440,831

$

3,060

$

(218,672)

$

1,225,219

    

December 31, 2022

Amortized

Unrealized

Unrealized

(Dollar amounts in thousands)

Cost

    

Gains

    

Losses

    

Fair Value

U.S. Government agencies

$

110,226

$

24

$

(11,777)

$

98,473

Mortgage Backed Securities-residential

711,131

133

(91,016)

620,248

Mortgage Backed Securities-commercial

 

10,103

 

 

(426)

 

9,677

Collateralized mortgage obligations

 

228,344

 

60

 

(24,919)

 

203,485

State and municipal obligations

 

396,522

 

745

 

(37,114)

 

360,153

Municipal taxable

 

39,321

 

41

 

(6,847)

 

32,515

U.S. Treasury

 

2,979

 

 

(35)

 

2,944

Collateralized debt obligations

 

 

2,986

 

 

2,986

TOTAL

$

1,498,626

$

3,989

$

(172,134)

$

1,330,481

Contractual maturities of debt securities at September 30, 2023 were as follows.

    

Available-for-Sale

Amortized

Fair

(Dollar amounts in thousands)

    

Cost

    

Value

Due in one year or less

$

9,687

$

9,572

Due after one but within five years

44,613

42,259

Due after five but within ten years

 

101,584

 

96,076

Due after ten years

 

393,065

 

332,382

 

548,949

 

480,289

Mortgage-backed securities and collateralized mortgage obligations

 

891,882

 

744,930

TOTAL

$

1,440,831

$

1,225,219

There were zero in gross gains and zero in losses from investment sales/calls realized by the Corporation for the three and nine months ended September 30, 2023. For the three and nine months ended September 30, 2022 there were zero and $5 thousand in gross gains and zero in losses on sales/calls of investment securities.

19

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 September 30, 2023 and December 31, 2022.

    

September 30, 2023

Less Than 12 Months

    

More Than 12 Months

    

Total

Unrealized

Unrealized

Unrealized

(Dollar amounts in thousands)

Fair Value

    

Losses

    

Fair Value

    

Losses

    

Fair Value

    

Losses

U.S. Government agencies

$

3,684

$

(160)

$

85,832

$

(14,664)

$

89,516

$

(14,824)

Mortgage Backed Securities - Residential

 

13,339

(452)

543,186

(112,277)

556,525

(112,729)

Mortgage Backed Securities - Commercial

7,284

(674)

7,284

(674)

Collateralized mortgage obligations

 

15,852

 

(613)

 

165,104

 

(32,938)

 

180,956

 

(33,551)

State and municipal obligations

 

145,686

(4,162)

197,579

(45,459)

343,265

(49,621)

Municipal taxable

 

1,771

 

(44)

 

30,357

 

(7,203)

 

32,128

 

(7,247)

U.S. Treasury

 

 

 

2,151

 

(26)

 

2,151

 

(26)

Total temporarily impaired securities

$

180,332

$

(5,431)

$

1,031,493

$

(213,241)

$

1,211,825

$

(218,672)

    

December 31, 2022

Less Than 12 Months

    

More Than 12 Months

    

Total

Unrealized

Unrealized

Unrealized

(Dollar amounts in thousands)

    

Fair Value

    

Losses

    

Fair Value

    

Losses

    

Fair Value

    

Losses

U.S. Government agencies

$

58,462

$

(4,034)

$

38,959

$

(7,743)

$

97,421

$

(11,777)

Mortgage Backed Securities - Residential

234,488

 

(19,757)

 

379,520

 

(71,259)

 

614,008

 

(91,016)

Mortgage Backed Securities - Commercial

9,677

(426)

9,677

(426)

Collateralized mortgage obligations

 

135,135

 

(11,331)

 

63,792

 

(13,588)

 

198,927

 

(24,919)

State and municipal obligations

233,439

 

(24,291)

 

41,510

 

(12,823)

 

274,949

 

(37,114)

Municipal taxable

 

18,637

 

(3,706)

 

12,837

 

(3,141)

 

31,474

 

(6,847)

U.S. Treasury

 

2,944

 

(35)

 

 

 

2,944

 

(35)

Total temporarily impaired securities

$

692,782

$

(63,580)

$

536,618

$

(108,554)

$

1,229,400

$

(172,134)

Management evaluates securities for impairment related to credit losses 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 impairment related to credit losses by segregating the portfolio into two general segments.

In evaluating for impairment, management considers the reason for the decline, the extent of the decline, the duration of the decline and whether the Corporation intends to sell a security or is more likely than not to be required to sell a security before recovery of its amortized cost. 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, the security’s amortized cost is written down to fair value through income. 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, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of applicable taxes.

Gross unrealized losses on investment securities were $218.7 million as of September 30, 2023 and $172.1 million as of December 31, 2022. Management believes 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. The portfolio contains primarily government agency, agency backed mortgage backed securities (“MBS”), and collateralized mortgage obligations (“CMO”), which are issued by government sponsored enterprises and are backed by the full faith and credit of the United States government. Secondarily, the Corporation invests in municipal securities issued by state and local governments. Of these, almost half are either insured or contain state enhancements. On the remaining, credit is monitored by the investment committee. Based upon our review of the issuers, we do not believe these investments to be other than temporarily impaired. Management does not intend to sell these securities and it is not more likely than not that we will be required to sell them before their anticipated recovery.

20

Table of Contents

The table below presents a rollforward of the credit losses recognized in earnings for the three and nine month periods ended September 30, 2023 and 2022:

Three Months Ended September 30, 

Nine Months Ended September 30, 

(Dollar amounts in thousands)

    

2023

    

2022

2023

    

2022

Beginning balance

$

2,974

$

2,974

$

2,974

$

2,974

Reductions for securities called during the period

 

 

 

Ending balance

$

2,974

$

2,974

$

2,974

$

2,974

21

Table of Contents

5.    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 and investments in state and municipal securities. 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).

22

Table of Contents

September 30, 2023

Fair Value Measurements Using

Significant Unobservable Inputs (Level 3)

(Dollar amounts in thousands)

    

Level 1

    

Level 2

    

Level 3

    

Total

U.S. Government agencies

$

$

89,933

$

$

89,933

Mortgage Backed Securities-residential

 

 

556,690

 

 

556,690

Mortgage Backed Securities-commercial

 

 

7,284

 

 

7,284

Collateralized mortgage obligations

 

 

180,956

 

 

180,956

State and municipal

 

 

351,373

 

1,180

 

352,553

Municipal taxable

 

 

32,628

 

 

32,628

U.S. Treasury

 

 

2,151

 

 

2,151

Collateralized debt obligations

 

 

 

3,024

 

3,024

TOTAL

$

$

1,221,015

$

4,204

$

1,225,219

Derivative Assets

3,608

 

  

 

  

Derivative Liabilities

 

(3,608)

 

  

 

  

    

December 31, 2022

Fair Value Measurements Using

Significant Unobservable Inputs (Level 3)

(Dollar amounts in thousands)

    

Level 1

    

Level 2

    

Level 3

    

Total

U.S. Government agencies

$

$

98,473

$

$

98,473

Mortgage Backed Securities-residential

620,248

620,248

Mortgage Backed Securities-commercial

 

 

9,677

 

 

9,677

Collateralized mortgage obligations

 

 

203,485

 

 

203,485

State and municipal

 

 

358,608

 

1,545

 

360,153

Municipal taxable

 

 

32,515

 

 

32,515

U.S. Treasury

 

 

2,944

 

 

2,944

Collateralized debt obligations

 

 

 

2,986

 

2,986

TOTAL

$

$

1,325,950

$

4,531

$

1,330,481

Derivative Assets

2,838

 

  

 

  

Derivative Liabilities

 

(2,838)

 

  

 

  

There were no transfers between Level 1 and Level 2 during 2023 and 2022.

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 and nine months ended September 30, 2023 and the year ended December 31, 2022.

    

Fair Value Measurements Using Significant Unobservable Inputs (Level 3) 

Three Months Ended

September 30, 2023

    

State and 

    

    

municipal 

Collateralized 

(Dollar amounts in thousands)

    

obligations

    

debt obligations

    

Total

Beginning balance, July 1

$

1,180

$

2,941

$

4,121

Total realized/unrealized gains or losses

 

 

  

Included in earnings

 

 

 

Included in other comprehensive income

 

 

83

 

83

Transfers

 

 

 

Settlements

 

 

 

Ending balance, September 30

$

1,180

$

3,024

$

4,204

23

Table of Contents

    

Fair Value Measurements Using Significant Unobservable Inputs (Level 3) 

Nine Months Ended

September 30, 2023

    

State and 

    

    

municipal 

Collateralized 

(Dollar amounts in thousands)

    

obligations

    

debt obligations

    

Total

Beginning balance, January 1

$

1,545

$

2,986

$

4,531

Total realized/unrealized gains or losses

 

 

  

Included in earnings

 

 

 

Included in other comprehensive income

 

 

38

 

38

Transfers

 

 

 

Settlements

 

(365)

 

 

(365)

Ending balance, September 30

$

1,180

$

3,024

$

4,204

    

Fair Value Measurements Using Significant Unobservable Inputs (Level 3) 

Year Ended

December 31, 2022

State and 

municipal 

Collateralized 

(Dollar amounts in thousands)

    

obligations

    

debt obligations

Total

Beginning balance, January 1

$

1,895

$

3,359

$

5,254

Total realized/unrealized gains or losses

 

  

 

  

  

Included in earnings

 

 

Included in other comprehensive income

 

 

(373)

(373)

Purchases

 

 

Settlements

 

(350)

 

(350)

Ending balance, December 31

$

1,545

$

2,986

$

4,531

The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at September 30, 2023.

(Dollar amounts in thousands)

    

Fair Value

    

Valuation Technique(s)

    

Unobservable Input(s)

    

Range

    

State and municipal obligations

$

1,180

 

Discounted cash flow

 

Discount rate

 

4.04%-4.44

%

Collateralized debt obligations

$

3,024

 

Discounted cash flow

 

Discount rate

 

7.22

%

Collateral dependent loans

$

1,812

 

Discounted cash flow

 

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, 2022.

(Dollar amounts in thousands)

    

Fair Value

    

Valuation Technique(s)

    

Unobservable Input(s)

    

Range

 

State and municipal obligations

$

1,545

 

Discounted cash flow

 

Discount rate

 

3.73%-4.44

%

Collateralized debt obligations

$

2,986

 

Discounted cash flow

 

Discount rate

 

5.34

%

Collateral dependent loans

4,477

 

Discounted cash flow

 

Discount rate for age of appraisal and market conditions

 

0.00%-50.00

%

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

24

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discounts to the appraised value to consider market conditions and the age of the appraisal, which are based on management’s past experience in resolving these types of properties. These discounts range from 0% to 50%. Values for non-real estate collateral, such as business equipment, are based on appraisals performed by qualified licensed appraisers or the customers financial statements. Values for non real estate collateral use much higher discounts than real estate collateral. Other real estate and individually evaluated loans carried at fair value are primarily comprised of smaller balance properties.

The carrying amounts and estimated fair value of financial instruments at September 30, 2023 and December 31, 2022, 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, collectively evaluated 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 individually evaluated loans was described previously. Loan fair value estimates represent an exit price. Fair values of loans held for sale are based on market bids on the 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.

    

September 30, 2023

Carrying

Fair Value

(Dollar amounts in thousands)

    

Value

    

Level 1

    

Level 2

    

Level 3

    

Total

Cash and due from banks

$

74,668

$

25,257

$

49,411

$

$

74,668

Federal funds sold

688

688

688

Securities available-for-sale

 

1,225,219

 

 

1,221,015

 

4,204

 

1,225,219

Restricted stock

 

15,398

 

n/a

 

n/a

 

n/a

 

n/a

Loans, net

 

3,078,592

 

 

 

2,901,310

 

2,901,310

Accrued interest receivable

 

22,546

 

 

6,837

 

15,709

 

22,546

Deposits

 

(4,040,995)

 

 

(4,035,772)

 

 

(4,035,772)

Short-term borrowings

 

(132,734)

 

 

(132,734)

 

 

(132,734)

Other borrowings

 

(84,578)

 

 

(84,614)

 

 

(84,614)

Accrued interest payable

 

(1,929)

 

 

(1,929)

 

 

(1,929)

    

December 31, 2022

Carrying

Fair Value

(Dollar amounts in thousands)

    

Value

    

Level 1

    

Level 2

    

Level 3

    

Total

Cash and due from banks

$

222,517

$

29,400

$

193,117

$

$

222,517

Federal funds sold

9,374

9,374

9,374

Securities available-for-sale

 

1,330,481

 

 

1,325,950

 

4,531

 

1,330,481

Restricted stock

 

15,378

 

n/a

 

n/a

 

n/a

 

n/a

Loans, net

 

3,027,659

 

 

 

2,930,680

 

2,930,680

Accrued interest receivable

 

21,288

 

 

5,529

 

15,759

 

21,288

Deposits

 

(4,368,871)

 

 

(4,369,402)

 

 

(4,369,402)

Short-term borrowings

 

(70,875)

 

 

(70,875)

 

 

(70,875)

Other borrowings

 

(9,589)

 

 

(8,788)

 

 

(8,788)

Accrued interest payable

 

(483)

 

 

(483)

 

 

(483)

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6.    Borrowings

Short-term borrowings:

Period–end short-term borrowings were comprised of the following:

(Dollar amounts in thousands)

September 30, 2023

    

December 31, 2022

Federal Funds Purchased

$

63,425

$

3,000

Repurchase Agreements

 

69,309

 

67,875

$

132,734

$

70,875

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

Collateral pledged to repurchase agreements by remaining maturity are as follows:

    

September 30, 2023

Repurchase Agreements

 

Remaining Contractual Maturity of the Agreements

Overnight

Greater

 

and

 

Up to 30

 

30 - 90

 

than 90

 

(Dollar amounts in thousands)

    

continuous

    

days

    

days

    

days

    

Total

Mortgage Backed Securities - Residential and Collateralized
Mortgage Obligations

$

63,008

$

300

$

1,450

$

4,551

$

69,309

    

December 31, 2022

Repurchase Agreements

Remaining Contractual Maturity of the Agreements

Overnight

Greater

and

Up to 30

30 - 90 

than 90

(Dollar amounts in thousands)

    

continuous

    

days

    

days

    

days

    

Total

Mortgage Backed Securities - Residential and Collateralized
Mortgage Obligations

$

63,335

$

$

4,175

$

365

$

67,875

Other borrowings:

Other borrowings at September 30, 2023 and December 31, 2022 are summarized as follows:

(Dollar amounts in thousands)

    

September 30, 2023

    

December 31, 2022

FHLB advances

$

84,578

$

9,589

TOTAL

$

84,578

$

9,589

The aggregate minimum annual retirements of other borrowings are as follows:

Twelve Months Ended September 30,

2024

    

$

78,618

2025

 

1,007

2026

 

4,953

2027

 

2028

 

Thereafter

 

$

84,578

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At September 30, 2023 and December 31, 2022, other borrowings are summarized as follows: The Corporation’s subsidiary bank is a member of the Federal Home Loan Bank (FHLB) and accordingly are permitted to obtain advances. There are $84.6 million of advances from the FHLB at September 30, 2023, and $9.6 million of advances at December 31, 2022. FHLB advances are, generally due in full at maturity. They are secured by eligible securities and a blanket pledge on real estate loan collateral.

7.    Components of Net Periodic Benefit Cost

Three Months Ended September 30, 

Nine Months Ended September 30, 

Post-Retirement

Post-Retirement

Pension Benefits

Health Benefits

Pension Benefits

Health Benefits

(Dollar amounts in thousands)

    

2023

    

2022

2023

    

2022

2023

    

2022

2023

    

2022

Service cost

$

157

$

297

$

5

$

8

$

471

$

892

$

15

$

25

Interest cost

 

956

 

707

 

38

 

28

 

2,868

 

2,120

 

115

 

83

Expected return on plan assets

 

(970)

 

(1,227)

 

 

 

(2,909)

 

(3,682)

 

 

Net amortization of prior service cost

 

 

 

 

 

 

 

 

Net amortization of net (gain) loss

188

315

(13)

564

944

(40)

Net Periodic Benefit Cost

$

331

$

92

$

30

$

36

$

994

$

274

$

90

$

108

Employer Contributions

First Financial Corporation previously disclosed in its financial statements for the year ended December 31, 2022 that it expected to contribute zero and $642 thousand respectively to its Pension Plan and ESOP and $245 thousand to the Post Retirement Health Benefits Plan in 2023. No contributions have been made to the Pension Plan thus far in 2023. Contributions of $163 thousand have been made through the first nine months of 2023 for the Post Retirement Health Benefits plan. No contributions have been made in 2023 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 nine months of 2023 and 2022 there has been $1.9 million and $1.7 million of expense accrued for potential contributions to these alternative retirement benefit options.

8.    Revenue from Contracts with Customers

All of the Corporation’s revenue from contracts with customers in the scope of ASC 606 is recognized within Non-Interest Income. The following table presents the Corporation’s sources of Non-Interest Income for the three and nine months ended September 30, 2023 and 2022. Items outside the scope of ASC 606 are noted as such.

    

Three Months Ended September 30, 

Nine Months Ended September 30, 

(Dollar amounts in thousands)

    

2023

    

2022

2023

    

2022

Non-interest income

 

  

 

  

  

 

  

Service charges on deposits and debit card fee income

$

7,099

$

6,965

$

20,971

$

20,698

Asset management fees

 

1,140

 

1,015

 

3,642

 

3,687

Interchange income

 

 

149

 

47

 

418

Net gains on sales of loans (a)

 

321

 

440

 

811

 

1,705

Loan servicing fees (a)

 

447

 

457

 

997

 

1,184

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

 

 

 

 

5

Other service charges and fees (a)

 

213

 

160

 

613

 

488

Other (b)

 

2,407

 

2,954

 

4,374

 

7,963

(c)

Total non-interest income

$

11,627

$

12,140

$

31,455

$

36,148

(a)Not within the scope of ASC 606.
(b)The Other category includes gains/(losses) on the sale of OREO for the three months ended September 30, 2023 and September 30, 2022, totaling zero, and for the nine months ended for the same periods, totaling $(31) thousand and $85 thousand, which is within the scope of ASC 606; the remaining balance is outside the scope of ASC 606.
(c)Legal settlement totaling $4 million received in first quarter 2022.

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

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

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

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

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Table of Contents

9.   Accumulated Other Comprehensive Income

The following tables summarize the changes, net of tax, within each classification of accumulated other comprehensive income/(loss) for the three and nine months ended September 30, 2023 and 2022.

Unrealized

gains and

(Losses) on available-

2023

for-sale

Retirement

(Dollar amounts in thousands)

    

Securities

    

plans

    

Total

Beginning balance, July 1,

$

(130,466)

$

(10,784)

$

(141,250)

Change in other comprehensive income (loss) before reclassification

 

(34,934)

 

 

(34,934)

Amounts reclassified from accumulated other comprehensive income

 

 

146

 

146

Net current period other comprehensive income (loss)

 

(34,934)

 

146

 

(34,788)

Ending balance, September 30, 

$

(165,400)

$

(10,638)

$

(176,038)

Unrealized

gains and

(Losses) on available-

2023

for-sale

Retirement

(Dollar amounts in thousands)

    

Securities

    

plans

    

Total

Beginning balance, January 1,

$

(128,896)

$

(11,078)

$

(139,974)

Change in other comprehensive income (loss) before reclassification

 

(36,504)

 

 

(36,504)

Amounts reclassified from accumulated other comprehensive income

 

 

440

 

440

Net current period other comprehensive income (loss)

 

(36,504)

 

440

 

(36,064)

Ending balance, September 30, 

$

(165,400)

$

(10,638)

$

(176,038)

Unrealized

gains and

(Losses) on available-

2022

for-sale

Retirement

  

(Dollar amounts in thousands)

    

Securities

    

plans

    

Total

Beginning balance, July 1,

$

(109,159)

$

(17,471)

$

(126,630)

Change in other comprehensive income (loss) before reclassification

 

(41,060)

 

 

(41,060)

Amounts reclassified from accumulated other comprehensive income

 

 

315

 

315

Net current period other comprehensive income (loss)

 

(41,060)

 

315

 

(40,745)

Ending balance, September 30, 

$

(150,219)

$

(17,156)

$

(167,375)

Unrealized

gains and

(Losses) on available-

2022

for-sale

Retirement

  

(Dollar amounts in thousands)

    

Securities

    

plans

    

Total

Beginning balance, January 1,

$

15,674

$

(18,100)

$

(2,426)

Change in other comprehensive income (loss) before reclassification

 

(165,889)

 

 

(165,889)

Amounts reclassified from accumulated other comprehensive income

 

(4)

 

944

 

940

Net current period other comprehensive income (loss)

 

(165,893)

 

944

 

(164,949)

Ending balance, September 30, 

$

(150,219)

$

(17,156)

$

(167,375)

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Table of Contents

Balance at

Current Period

Balance at

(Dollar amounts in thousands)

    

7/1/2023

    

Change

    

9/30/2023

Unrealized gains (losses) on securities available-for-sale without other than temporary impairment

$

(132,671)

$

(34,997)

$

(167,668)

Unrealized gains (losses) on securities available-for-sale with other than temporary impairment

 

2,205

 

63

 

2,268

Total unrealized loss on securities available-for-sale

$

(130,466)

$

(34,934)

$

(165,400)

Unrealized gain (loss) on retirement plans

 

(10,784)

 

146

 

(10,638)

TOTAL

$

(141,250)

$

(34,788)

$

(176,038)

Balance at

Current Period

Balance at

(Dollar amounts in thousands)

    

1/1/2023

    

Change

    

9/30/2023

Unrealized gains (losses) on securities available-for-sale without other than temporary impairment

$

(131,135)

$

(36,533)

$

(167,668)

Unrealized gains (losses) on securities available-for-sale with other than temporary impairment

 

2,239

 

29

 

2,268

Total unrealized gain (loss) on securities available-for-sale

$

(128,896)

$

(36,504)

$

(165,400)

Unrealized gain (loss) on retirement plans

 

(11,078)

 

440

 

(10,638)

TOTAL

$

(139,974)

$

(36,064)

$

(176,038)

Balance at

Current Period

Balance at

(Dollar amounts in thousands)

    

7/1/2022

    

Change

    

9/30/2022

Unrealized gains (losses) on securities available-for-sale without other than temporary impairment

$

(111,474)

$

(41,078)

$

(152,552)

Unrealized gains (losses) on securities available-for-sale with other than temporary impairment

 

2,315

 

18

 

2,333

Total unrealized gain (loss) on securities available-for-sale

$

(109,159)

$

(41,060)

$

(150,219)

Unrealized loss on retirement plans

 

(17,471)

 

315

 

(17,156)

TOTAL

$

(126,630)

$

(40,745)

$

(167,375)

Balance at

Current Period

Balance at

(Dollar amounts in thousands)

    

1/1/2022

    

Change

    

9/30/2022

Unrealized gains (losses) on securities available-for-sale without other than temporary impairment

$

13,155

$

(165,707)

$

(152,552)

Unrealized gains (losses) on securities available-for-sale with other than temporary impairment

 

2,519

 

(186)

 

2,333

Total unrealized income (loss) on securities available-for-sale

$

15,674

$

(165,893)

$

(150,219)

Unrealized gain (loss) on retirement plans

 

(18,100)

 

944

 

(17,156)

TOTAL

$

(2,426)

$

(164,949)

$

(167,375)

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Table of Contents

    

Three Months Ended September 30, 2023

    

  

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

$

(195)

(a)

Salary and benefits

retirement plan items

 

49

 

Income tax expense

$

(146)

 

Net of tax

Total reclassifications for the period

$

(146)

 

Net of tax

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

    

Nine Months Ended September 30, 2023

    

  

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

$

(587)

(a)

Salary and benefits

retirement plan items

 

147

 

Income tax expense

$

(440)

 

Net of tax

Total reclassifications for the period

$

(440)

 

Net of tax

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

Three Months Ended September 30, 2022

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

$

(420)

(a)

Salary and benefits

retirement plan items

 

105

 

Income tax expense

$

(315)

 

Net of tax

Total reclassifications for the period

$

(315)

 

Net of tax

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

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Nine Months Ended September 30, 2022

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

$

5

 

Net securities gains (losses)

on available-for-sale

 

(1)

 

Income tax expense

securities

$

4

 

Net of tax

Amortization of

$

(1,260)

(a)

Salary and benefits

retirement plan items

 

316

 

Income tax expense

$

(944)

 

Net of tax

Total reclassifications for the period

$

(940)

 

Net of tax

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

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10.   Leases

The Corporation leases certain branches under operating leases. At September 30, 2023, the Corporation had lease liabilities totaling $5,657,000 and right-of-use assets totaling $5,599,000 related to these leases. At December 31, 2022, the Corporation had lease liabilities totaling $5,885,000 and right-of-use assets totaling $5,840,000 related to these leases. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively. At September 30, 2023, the weighted average remaining lease term for operating leases was 9.2 years and the weighted average discount rate used in the measurement of operating lease liabilities was 2.16%.

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

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

Lease costs were as follows:

Nine Months Ended

(Dollar amounts in thousands)

    

September 30, 2023

Operating lease cost

$

766

Short-term lease cost

 

100

Variable lease cost

 

11

Total lease cost

$

877

Other information:

 

  

Cash paid for amounts included in the measurement of operating lease liabilities

 

730

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

 

378

Future minimum payments for operating leases with initial or remaining terms of one year or more as of September 30, 2023 were as follows:

(Dollar amounts in thousands)

    

September 30, 2023

Twelve Months Ended September 30, 

 

  

2024

$

904

2025

882

2026

 

812

2027

 

771

2028

 

708

Thereafter

 

2,354

Total Future Minimum Lease Payments

 

6,431

Amounts Representing Interest

 

(774)

Present Value of Net Future Minimum Lease Payments

$

5,657

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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 2022 in the 10-K filed for the fiscal year ended December 31, 2022.

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, 2022, 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 credit losses and the valuation of goodwill and valuing investment securities. See further discussion of these critical accounting policies in the 2022 Form 10-K.

Allowance for credit losses. The allowance for credit losses (ACL) represents management’s estimate of expected losses inherent within the existing loan portfolio. The allowance for credit losses is increased by the provision for credit losses charged to expense and reduced by loans charged off, net of recoveries. The allowance for credit losses is determined based on management’s assessment of several factors: reviews and evaluations of specific loans, changes in the nature and volume of the loan portfolio, current economic conditions, nonperforming loans, determination of acquired loans as purchase credit deteriorated, and reasonable and supportable forecasts. Loans are individually evaluated when they do not share risk characteristics with other loans in the respective pool. Loans evaluated individually are excluded from the collective evaluation. Management elected the collateral dependent practical expedient upon adoption of ASC 326. Expected credit losses on individually evaluated loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

Management utilizes a cohort methodology to determine the allowance for credit losses. This method identifies and captures the balance of a pool of loans with similar risk characteristics, as of a particular point in time to form a cohort, then tracks the respective losses generated by that cohort of loans over their remaining life. The cohorts track loan balances and historical loss experience since 2008, and management extends the look back period each quarter to capture all available data points in the historical loss rate calculation. The quantitative component of the ACL involves assumptions that require a significant level of estimation; these include historical losses as a predictor of future performance, appropriateness of selected delay periods, and the reasonableness of the portfolio segmentation.

A historical data set is expected to provide the best indication of future credit performance. Delay periods represent the amount of time it takes a cohort of loans to become seasoned, or incur sufficient attrition through pay downs, renewals, or charge-offs. Portfolio segmentation relates to the pooling of loans with similar risk characteristics, such as industry types, collateral, and consumer purpose.

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Table of Contents

On an annual basis, in the first quarter, management performs a recalibration of the delay periods and portfolio segmentation to determine whether they are reasonable and appropriate based on the information available at that time.

Management considers qualitative adjustments to expected credit loss estimates for information not already captured in the loss estimation process. Where past performance may not be representative of future losses, loss rates are adjusted for qualitative and economic forecast factors. Management uses the peak three consecutive quarter net charge off rate to capture maximum potential volatility over the reasonable and supportable forecast period. Historical losses utilized in setting the qualitative factor ranges are anchored to 2008 and may be supplemented by peer information when needed. The qualitative factor ranges are recalibrated annually to capture recent behavior that is indicative of the credit profile of the current portfolio.

Qualitative factors include items, such as changes in lending policies or procedures, asset specific risks, and economic uncertainty in forward-looking forecasts. Economic indicators utilized in forecasting include unemployment rate, gross domestic product, housing starts, and interest rates. Management uses a two-year reasonable and supportable period across all loan segments to forecast economic conditions. Management believes the two-year time horizon aligns with available industry guidance and various forecasting sources. Economic forecast adjustments are overlaid onto historical loss rates. As such, reversion from forecast rates to historical loss rates is immediate.

The ACL and allowance for unfunded commitments were $39.0 million and $2.0 million, respectively at September 30, 2023, compared to $39.8 million and $2.1 million, respectively at December 31, 2022. The qualitative amount of the reserve decreased $109 thousand to $11.0 million. The quantitative amount is $27.6 million at September 30, 2023, compared to $28.6 million at December 31, 2022. There was a decrease of $100 thousand in the allowance for unfunded commitments. See additional discussion of ACL in the Allowance for Credit Losses section below.

Based on management’s analysis of the current portfolio, management believes the allowance is adequate. Changes in the financial condition of individual borrowers, economic conditions, historical loss experience, or the condition of the various markets in which collateral may be sold may affect the required level of the allowance for credit losses and the associated provision for credit losses. As management monitors these changes, as well as those factors discussed above, adjustments may be recorded to the allowance for credit losses and the associated provision for credit losses in the future.

Summary of Operating Results

Net income for the three months ended September 30, 2023 was $16.3 million, compared to $18.1 million for the same period in 2022. Basic earnings per share decreased to $1.37 for the third quarter of 2023 compared to $1.50 for the same period in 2022. Return on average assets and return on average equity were 1.35% and 13.19% respectively, for the three months ended September 30, 2023 compared to 1.43% and 15.00% for the three months ended September 30, 2022. Net income for the nine months ended September 30, 2023 was $48.3 million, compared to $54.6 million for the same period in 2022. Basic earnings per share decreased to $4.02 for the first nine months of 2023 compared to $4.45 for the same period in 2022. Return on average assets and return on average equity were 1.33% and 12.98% respectively, for the nine months ended September 30, 2023, compared to 1.43% and 14.14% for the nine months ended September 30, 2022.

In light of recent events in the banking sector, including recent bank failures, continuing interest rate hikes and recessionary concerns, the Corporation has proactively positioned the balance sheet to mitigate the risks affecting the Corporation and the overall banking industry in order to serve its clients and communities.

Liquidity remains strong, with cash and available for sale securities representing approximately 27.2% of assets at September 30, 2023. The Corporation maintains the ability to access considerable sources of contingent liquidity at the Federal Home Loan Bank and several correspondent banks. Management considers the Corporation’s current liquidity position to be adequate to meet both short-term and long-term liquidity needs. Refer to the section Liquidity Risk for additional information.
Capital remains strong, with ratios of the Corporation, and its subsidiary bank, well above the standards to be considered well-capitalized under regulatory requirements. Refer to the section Capital Adequacy, included elsewhere in this report for additional details.

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Table of Contents

Asset quality remains solid, with a non-performing asset ratio of 0.33% of total assets as of September 30, 2023 and net charge-offs of 0.24% to average loans and leases, reflecting the Company's disciplined underwriting and conservative lending philosophy which has supported the Corporation’s strong credit performance during prior financial crises. Refer to the section Non-Performing Loan for additional information.

The Corporation will continue its safe and sound banking practices, but the continuing impact of the crisis and further extent on the Corporation’s operations and financial results for the remainder of 2023 is uncertain and cannot be predicted.

On October 31, 2022, First Financial Corporation issued a press release announcing plans to optimize its banking center network as part of a plan to improve operating efficiencies and accommodate changing customer preferences. Subject to regulatory requirements, the Corporation closed and consolidated seven of its seventy-two branches on January 31, 2023. The buildings and land in the owned branches, that were closed, recorded impairment on December 31, 2022 for $1.3 million. These consolidations are projected to save the Corporation approximately $1.5 million per year in operating expenses.

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 $2.0 million in the three months ended September 30, 2023 to $41.2 million from $43.1 million in the same period in 2022. The net interest margin for the three months ended September 30, 2023 is 3.74% compared to 3.71% for the same period in 2022, a 0.69% increase. Net interest income increased $6.3 million in the nine months ended September 30, 2023 to $127.7 million from $121.4 million in the same period in 2022. The net interest margin for the nine months ended September 30, 2023 is 3.83% compared to 3.44% for the same period in 2022.

The increase in yields on net loans and leases of 111 basis points is the primary contributor to the improved yield on average earning assets for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, which was due to market conditions as a result of Federal Reserve interest rate increases. Comparing the nine months ended September 30, 2023 to the nine months ended September 30, 2022, the effective rate paid on average interest-bearing deposits increased 109 basis points, due to rate competition in the market. For the same period discussed above, interest paid on other borrowings increased 253 basis points due to higher borrowing rates.

Non-Interest Income

Non-interest income for the three months ended September 30, 2023 was $11.6 million compared to $12.1 million for the same period of 2022. Non-interest income for the nine months ended September 30, 2023 was $31.5 million compared to $36.1 million for the same period in 2022. The change in non-interest income from 2022 to 2023 was primarily driven by a $4.0 million legal settlement received in February, 2022. The Corporation does not expect this income to reoccur.

Non-Interest Expenses

The Corporation’s non-interest expense for the quarter ended September 30, 2023 was $32.3 million compared to $31.5 million for the same period in 2022. The Corporation’s non-interest expense for the nine months ended September 30, 2023 increased $2.4 million to $95.9 million compared to the same period in 2022.

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Table of Contents

Allowance for Credit Losses

The Corporation’s provision for credit losses increased to $1.2 million for the third quarter of 2023 as compared to provision of $1.1 million for the same period in 2022. Net charge-offs for the third quarter of 2023 were $2.1 million compared to net charge-offs of $3.0 million for the same period of 2022. The provision for credit losses increased $9.6 million to $4.8 million for the nine months ended September 30, 2023, compared to negative provision of $4.8 million for the same period in 2022. Net charge-offs for the first nine months of 2023 increased $1.5 million to $5.5 million compared to the same period in 2022. The negative provision for first quarter 2022 was the result of several factors. The first was the annual model recalibration. Each year, in the first quarter, management reviews each model variable to determine if adjustments are necessary to improve the model’s predictability. In the first quarter 2022 the delay periods were shortened to pick up more recent losses. Also, the qualitative factor maximum scorecard ranges for certain cohorts were reduced, which reduced the reserve. Secondly, management removed two qualitative factors that were deemed no longer applicable. The first was related to an acquisition, which management believed to have seasoned adequately that it was no longer warranted. The second was related to the CECL model and the related uncertainty. The uncertainty surrounded the newness of the model and potential regulatory scrutiny. Following two exam cycles, management elected to remove the factor. Also, during the quarter, historical loss rates continued to decline, which lowers the required reserve. The historical loss rate declined in most segments. Based on management’s analysis of the current portfolio, an evaluation that includes consideration of changes in CECL model assumptions of credit quality, economic conditions, and loan composition, management believes the allowance is adequate. In the third quarter 2023, no significant changes were made.

Income Tax Expense

The Corporation’s effective income tax rate for the first nine months of 2023 was 17.37% compared to 20.61% for the same period in 2022. Pretax income for the first nine months in 2022 was significantly higher than pretax income for first nine months in 2023. Since our permanent differences remained similar, income was the driving factor for the decrease in effective tax rate.

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,  and (2) loans past due ninety days or more as to principal or interest. Non-performing loans decreased to $12.6 million at September 30, 2023 compared to $12.7 million at December 31, 2022. Nonperforming loans increased 21.8% compared to $10.3 million as of September 30, 2022. A summary of non-performing loans at September 30, 2023 and December 31, 2022 follows:

(000's)

    

September 30, 2023

    

December 31, 2022

Non-accrual loans

$

11,214

$

11,554

Accruing loans past due over 90 days

 

1,370

 

1,119

$

12,584

$

12,673

Ratio of the allowance for credit losses as a percentage of non-performing loans

310.2

%

414.4

%

The following loan categories comprise significant components of the nonperforming non-restructured loans:

    

September 30, 2023

December 31, 2022

Non-accrual loans

 

  

 

  

Commercial loans

$

5,672

 

$

4,874

Residential loans

 

2,187

 

 

3,715

Consumer loans

 

3,355

 

 

2,965

$

11,214

 

$

11,554

Past due 90 days or more

 

 

 

  

Commercial loans

$

19

 

$

112

Residential loans

 

1,350

 

 

1,007

Consumer loans

 

1

 

 

$

1,370

 

$

1,119

37

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 September 30, 2023. The change in interest rates assumes a parallel shift in interest rates of 100, 200, and 300 basis points. Given a 100 basis point increase in rates, net interest income would decrease 1.31% over the next 12 months and increase 1.49% over the following 12 months. Given a 100 basis point decrease in rates, net interest income would increase 0.01% over the next 12 months and decrease 2.85% 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 300

0.17

%

(9.34)

%

(18.72)

%

Down 200

0.07

(5.91)

(12.10)

Down 100

0.01

(2.85)

(5.89)

Up 100

(1.31)

1.49

4.65

Up 200

(4.94)

0.55

6.79

Up 300

(6.96)

1.30

10.74

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 $9.6 million of investments that mature throughout the next 12 months. The Corporation also anticipates $103.7 million of principal payments from mortgage-backed and other securities. Given the current rate environment, the Corporation anticipates $7.6 million in securities to be called within the next 12 months. The Corporation also has $217.8 million of unused borrowing capacity available with the Federal Home Loan Bank of Indianapolis, $179.6 million available with the Federal Reserve Bank, and $125 million of available fed funds lines with correspondent banks. With these 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 nine months of 2023 to year-ended December 31, 2022, loans net of deferred loan costs, have increased $50 million to $3.1 billion. Deposits decreased 7.50% to $4.0 billion at September 30, 2023 compared to December 31, 2022. The decline was in part driven by a decline in interest bearing public funds checking, which historically declines in the first quarter each year, and a decline in institutional deposits as a result of a pricing decision. Other borrowings increased $75 million to $84.6 million at September 30, 2023 compared to December 31, 2022. Shareholders’ equity decreased 1.08% or $5.1 million. This financial performance increased book value per share 1.42% to $40.00 at September 30, 2023 from $39.44 at December 31, 2022. Book value per share is calculated by dividing the total shareholders’ equity by the number of shares outstanding. Accumulated other comprehensive loss decreased $36.1 million primarily due to the market value of the securities portfolio, which reflected the decrease in securities pricing.

Capital Adequacy

The Federal Reserve, OCC and Federal Deposit Insurance Corporation (collectively, joint agencies) establish regulatory capital guidelines for U.S. banking organizations. Regulatory capital guidelines require that capital be measured in relation to the credit and market risks of both on- and off-balance sheet items using various risk weights. On January 1, 2015, the Basel 3 rules became effective and include transition provisions through January 1, 2019. Under Basel 3, Total capital consists of two tiers of capital, Tier 1 and Tier 2. Tier 1 capital is further composed of Common equity tier 1 capital and additional tier 1 capital.

Common equity tier 1 capital primarily includes qualifying common shareholders’ equity, retained earnings and certain minority interests. Goodwill, disallowed intangible assets and certain disallowed deferred tax assets are excluded from Common equity tier 1 capital.

Additional tier 1 capital primarily includes qualifying non-cumulative preferred stock, trust preferred securities (Trust Securities) subject to phase-out and certain minority interests. Certain deferred tax assets are also excluded.

Tier 2 capital primarily consists of qualifying subordinated debt, a limited portion of the allowance for loan and lease losses, Trust Securities subject to phase-out and reserves for unfunded lending commitments. The Corporation’s Total capital is the sum of Tier 1 capital plus Tier 2 capital.

To meet adequately capitalized regulatory requirements, an institution must maintain a Tier 1 capital ratio of 8.50 percent and a Total capital ratio of 10.50 percent. A “well-capitalized” institution must generally maintain capital ratios 200 bps higher than the minimum guidelines. The risk-based capital rules have been further supplemented by a Tier 1 leverage ratio, defined as Tier 1 capital divided by quarterly average total assets, after certain adjustments. BHCs must have a minimum Tier 1 leverage ratio of at least 4.0 percent. National banks must maintain a Tier 1 leverage ratio of at least 5.0 percent to be classified as “well capitalized.” Failure to meet the capital requirements established by the joint agencies can lead to certain mandatory and discretionary actions by regulators that could have a material adverse effect on the Corporation’s financial position. Below are the capital ratios for the Corporation and lead bank.

The fully phased in capital conservation buffer set the minimum ratios for common equity Tier 1 capital at 7%, the Tier 1 capital at 8.5% and the total capital at 10.5%. Currently the Corporation exceeds all of these minimums.

    

September 30, 2023

    

    

December 31, 2022

    

    

To Be Well Capitalized

Common equity tier 1 capital

 

  

 

 

  

 

 

  

Corporation

 

14.61

%  

 

13.58

%  

 

N/A

First Financial Bank

 

13.63

%  

 

12.09

%  

 

%  

Total risk-based capital

 

Corporation

 

15.64

%  

 

14.61

%  

 

N/A

First Financial Bank

 

14.67

%

 

13.14

%

 

%  

Tier I risk-based capital

 

Corporation

 

14.61

%  

 

13.58

%  

 

N/A

First Financial Bank

 

13.63

%  

 

12.09

%  

 

%  

Tier I leverage capital

 

Corporation

 

11.72

%

 

10.78

%

 

N/A

First Financial Bank

 

10.38

%  

 

9.50

%  

 

%  

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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 September 30, 2023, 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 September 30, 2023 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 September 30, 2023 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.

Except as set forth below, where an already discussed risk factor has been updated for the current period, there have been no material changes in the risk factors from those disclosed in the Corporation’s 2022 Form 10-K filed for December 31, 2022.

A lack of liquidity could affect our operations and jeopardize our financial condition.

The Corporation requires liquidity to meet our deposit and other obligations as they come due. The Corporation’s access to funding sources in amounts adequate to finance its activities or on terms that are acceptable to it could be impaired by factors that affect it specifically or the financial services industry or the general economy. Factors that could reduce its access to liquidity sources include a downturn in the markets in which our loans are concentrated or adverse regulatory actions against the Corporation. The Corporation’s access to deposits may also be affected by the liquidity needs of depositors. The Corporation may not be able to replace maturing deposits and advances as necessary in the future, especially if a large number of depositors sought to withdraw their deposits, regardless of the reason. A failure to maintain adequate liquidity could have a material adverse effect on the Corporation’s business, financial condition, and result of operations. The bank failures in March 2023 exemplify the potential serious results of the unexpected inability of insured depository institutions to obtain needed liquidity to satisfy deposit withdrawal requests, including how quickly such requests can accelerate once uninsured depositors lose confidence in an institutions ability to satisfy its obligations to depositors.

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 April 21, 2022 First Financial Corporation issued a press release announcing that its Board of Directors has authorized a stock repurchase program pursuant to which up to 10% of the Corporations outstanding shares of common stock, or approximately 1,243,531 shares may be repurchased.

Following is certain information regarding shares of common stock purchased by the Corporation during the quarter covered by this report.

(c)

Total Number Of Shares

(c)

(a)

(b)

Purchased As Part Of

Maximum

Total Number Of

Average Price

Publicly Announced Plans

Number of Shares That May Yet

    

Shares Purchased

    

Paid Per Share

Or Programs *

    

Be Purchased *

July 1-31, 2023

7,410

38.00

7,410

739,907

August 1-31, 2023

 

140,900

37.09

 

140,900

 

599,007

September 1-30, 2023

 

80,147

36.61

 

80,147

 

518,860

Total

 

228,457

36.95

 

228,457

 

518,860

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Table of Contents

ITEM 3.Defaults upon Senior Securities.

Not applicable.

ITEM 4.Mine Safety Disclosures

Not applicable.

ITEM 5.Other Information.

During the three months ended September 30, 2023, there were no Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements adopted, modified or terminated by any director or officer of the Corporation.

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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

Amended and Restated Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed on February 22, 2021.

3.3

Articles of Amendment to the Amended and Restated Articles of Incorporation of First Financial Corporation, incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed on April 27, 2021.

10.1*

Employment Agreement for Norman L. Lowery, dated and effective July 1, 2022, incorporated by reference to Exhibit 10.01 of the Corporation’s Form 8-K filed on July 29, 2022.

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.

10.5*

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 Amended and Restated 2011 Omnibus Equity Incentive Plan incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K for the annual meeting filed on April 27, 2021.

10.12*

Form of Restricted Stock Award Agreement under the First Financial Corporation 2011 Omnibus Equity Incentive Plan incorporated by reference to Exhibit 10.12 of the Corporation’s Form 10-Q for the quarter ended March 31, 2012 filed on May 10, 2012.

10.13*

Employment Agreement for Norman D. Lowery, effective July 1, 2022, incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K filed July 29, 2022.

10.14*

Employment Agreement for Rodger A. McHargue, effective July 1, 2022, incorporated by reference to Exhibit 10.2 of the Corporation’s Form 8-K filed July 29, 2022.

10.15*

Employment Agreement for Steven H. Holliday, effective July 1, 2022, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 8-K filed July 29, 2022.

10.16*

Employment Agreement for Mark A. Franklin, effective July 1, 2022, incorporated by reference to Exhibit 10.4 of the Corporation’s Form 8-K filed July 29, 2022.

31.1

Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 by Principal Executive Officer, dated November 8, 2023.

31.2

Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 by Principal Financial Officer, dated November 8, 2023.

32.1

Certification, dated November 8, 2023, 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 September 30, 2023.

101.1

Financial statements from the Quarterly Report on Form 10-Q of the Corporation for the quarter ended September 30, 2023, 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: November 8, 2023

By /s/ Norman L. Lowery

Norman L. Lowery, Chairman, President and CEO

(Principal Executive Officer)

Date: November 8, 2023

By /s/ Rodger A. McHargue

Rodger A. McHargue, Treasurer and CFO

(Principal Financial Officer)

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