10-Q 1 thff-2016930x10q.htm 10-Q Document

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, 2016
 
Commission File Number 0-16759
 
FIRST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter) 
INDIANA
35-1546989
(State or other jurisdiction
(I.R.S. Employer
incorporation or organization)
Identification No.)
 
 
One First Financial Plaza, Terre Haute, IN
47807
(Address of principal executive office)
(Zip Code)
 
 
(812)238-6000
 
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x  No  ¨.
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
Yes x   No  ¨.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  ¨
Accelerated filer x
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x.
 
As of November 1, 2016, the registrant had outstanding 12,185,737 shares of common stock, without par value.
 



FIRST FINANCIAL CORPORATION
 
FORM 10-Q
 
INDEX 
 
 
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2


Part I – Financial Information
Item 1.
Financial Statements
FIRST FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except per share data)
 
September 30,
2016
 
December 31,
2015
 
   (unaudited)
ASSETS
 

 
 

Cash and due from banks
$
67,396

 
$
88,695

Federal funds sold
44,505

 
9,815

Securities available-for-sale
866,701

 
891,082

Loans:
 

 
 

Commercial
1,083,129

 
1,043,980

Residential
430,346

 
444,447

Consumer
304,840

 
272,896

 
1,818,315

 
1,761,323

(Less) plus:
 

 
 

Net deferred loan costs
3,210

 
2,485

Allowance for loan losses
(19,074
)
 
(19,946
)
 
1,802,451

 
1,743,862

Restricted stock
10,848

 
10,838

Accrued interest receivable
12,846

 
11,733

Premises and equipment, net
49,688

 
50,531

Bank-owned life insurance
83,377

 
82,323

Goodwill
34,355

 
39,489

Other intangible assets
2,253

 
3,178

Other real estate owned
2,772

 
3,466

Other assets
42,131

 
44,573

TOTAL ASSETS
$
3,019,323

 
$
2,979,585

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 

 
 

Deposits:
 

 
 

Non-interest-bearing
$
557,185

 
$
563,302

Interest-bearing:
 

 
 

Certificates of deposit exceeding the FDIC insurance limits
44,778

 
46,753

Other interest-bearing deposits
1,877,278

 
1,832,314

 
2,479,241

 
2,442,369

Short-term borrowings
31,370

 
33,831

FHLB advances
10,132

 
12,677

Other liabilities
76,206

 
80,392

TOTAL LIABILITIES
2,596,949

 
2,569,269

 
 
 
 
Shareholders’ equity
 

 
 

Common stock, $.125 stated value per share;
 
 
 
Authorized shares-40,000,000
 
 
 
Issued shares-14,578,758 in 2016 and 14,557,815 in 2015
 
 
 
Outstanding shares-12,185,737 in 2016 and 12,740,018 in 2015
1,819

 
1,817

Additional paid-in capital
73,907

 
73,396

Retained earnings
419,585

 
395,633

Accumulated other comprehensive loss
(2,412
)
 
(9,401
)
Less: Treasury shares at cost-2,393,021 in 2016 and 1,817,797 in 2015
(70,525
)
 
(51,129
)
TOTAL SHAREHOLDERS’ EQUITY
422,374

 
410,316

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
3,019,323

 
$
2,979,585

See accompanying notes. 

3


FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Dollar amounts in thousands, except per share data) 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2016
 
2015
 
2016
 
2015
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
INTEREST INCOME:
 

 
 

 
 

 
 

Loans, including related fees
$
21,753

 
$
21,478

 
$
64,208

 
$
63,048

Securities:
 

 
 

 
 

 
 

Taxable
3,506

 
3,918

 
11,031

 
11,970

Tax-exempt
1,826

 
1,806

 
5,466

 
5,375

Other
365

 
401

 
1,096

 
1,265

TOTAL INTEREST INCOME
27,450

 
27,603

 
81,801

 
81,658

INTEREST EXPENSE:
 

 
 

 
 

 
 

Deposits
1,016

 
963

 
3,033

 
2,980

Short-term borrowings
51

 
22

 
100

 
54

Other borrowings
32

 
42

 
101

 
129

TOTAL INTEREST EXPENSE
1,099

 
1,027

 
3,234

 
3,163

NET INTEREST INCOME
26,351

 
26,576

 
78,567

 
78,495

Provision for loan losses
1,091

 
1,050

 
2,361

 
3,650

NET INTEREST INCOME AFTER PROVISION
 

 
 

 
 

 
 

FOR LOAN LOSSES
25,260

 
25,526

 
76,206

 
74,845

NON-INTEREST INCOME:
 

 
 

 
 

 
 

Trust and financial services
1,270

 
1,382

 
3,896

 
4,127

Service charges and fees on deposit accounts
2,765

 
2,688

 
7,870

 
7,557

Other service charges and fees
3,062

 
3,080

 
9,211

 
8,918

Securities gains/(losses), net
13

 
9

 
26

 
23

Insurance commissions
35

 
1,693

 
2,340

 
5,202

Gain (loss) on sale of certain assets and liabilities of insurance brokerage operation
(199
)
 

 
12,822

 

Gain on sales of mortgage loans
522

 
611

 
1,407

 
1,512

Other
455

 
488

 
931

 
2,451

TOTAL NON-INTEREST INCOME
7,923

 
9,951

 
38,503

 
29,790

NON-INTEREST EXPENSE:
 

 
 

 
 

 
 

Salaries and employee benefits
12,883

 
14,963

 
39,620

 
45,105

Occupancy expense
1,785

 
1,756

 
5,238

 
5,322

Equipment expense
1,878

 
1,736

 
5,523

 
5,210

FDIC Expense
356

 
468

 
1,210

 
1,348

Other
5,104

 
5,229

 
16,522

 
16,470

TOTAL NON-INTEREST EXPENSE
22,006

 
24,152

 
68,113

 
73,455

INCOME BEFORE INCOME TAXES
11,177

 
11,325

 
46,596

 
31,180

Provision for income taxes
3,015

 
2,927

 
16,527

 
8,098

NET INCOME
8,162

 
8,398

 
30,069

 
23,082

OTHER COMPREHENSIVE INCOME
 

 
 

 
 

 
 

Change in unrealized gains/losses on securities, net of reclassifications and taxes
777

 
4,471

 
6,077

 
1,669

Change in funded status of post retirement benefits, net of taxes
304

 
819

 
912

 
4,102

COMPREHENSIVE INCOME
$
9,243

 
$
13,688

 
$
37,058

 
$
28,853

PER SHARE DATA
 

 
 

 
 

 
 

Basic and Diluted Earnings per Share
$
0.67

 
$
0.65

 
$
2.43

 
$
1.79

Weighted average number of shares outstanding (in thousands)
12,186

 
12,773

 
12,356

 
12,874

See accompanying notes.

4


FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Three Months Ended
September 30, 2016, and 2015
(Dollar amounts in thousands, except per share data)
(Unaudited)
 
 
Common
Stock
 
Additional
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income/(Loss)
 
Treasury
Stock
 
Total
Balance, July 1, 2015
$
1,816

 
$
72,746

 
$
386,363

 
$
(14,048
)
 
$
(47,819
)
 
$
399,058

Net income

 

 
8,398

 

 

 
8,398

Other comprehensive income

 

 

 
5,290

 

 
5,290

Omnibus Equity Incentive Plan
1

 
170

 

 

 

 
171

Treasury shares purchased (130,247 shares)

 

 
$

 
$

 
(4,326
)
 
(4,326
)
Cash dividends

 

 

 
$

 

 

Balance, September 30, 2015
$
1,817

 
$
72,916

 
$
394,761

 
$
(8,758
)
 
$
(52,145
)
 
$
408,591

 
 
 
 
 
 
 
 
 
 
 
 
Balance, July 1, 2016
$
1,818

 
$
73,737

 
$
411,423

 
$
(3,493
)
 
$
(70,261
)
 
$
413,224

Net income

 

 
8,162

 

 

 
8,162

Other comprehensive income

 

 

 
1,081

 

 
1,081

Omnibus Equity Incentive Plan
1

 
170

 

 

 

 
171

Treasury shares purchased (7,444 shares)

 

 

 

 
(264
)
 
(264
)
Cash dividends

 

 

 

 

 

Balance, September 30, 2016
$
1,819

 
$
73,907

 
$
419,585

 
$
(2,412
)
 
$
(70,525
)
 
$
422,374

See accompanying notes.



























5






FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Nine Months Ended
September 30, 2016, and 2015
(Dollar amounts in thousands, except per share data)
(Unaudited)

 
Common
Stock
 
Additional
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income/(Loss)
 
Treasury
Stock
 
Total
Balance, January 1, 2015
$
1,815

 
$
72,405

 
$
377,970

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

Net income

 

 
23,082

 

 

 
23,082

Other comprehensive income

 

 

 
5,771

 

 
5,771

Omnibus Equity Incentive Plan
2

 
511

 

 

 

 
513

Treasury shares purchased (257,989 shares)

 

 

 

 
(8,698
)
 
(8,698
)
Cash dividends, $.49 per share

 

 
(6,291
)
 

 

 
(6,291
)
Balance, September 30, 2015
$
1,817

 
$
72,916

 
$
394,761

 
$
(8,758
)
 
$
(52,145
)
 
$
408,591

 
 
 
 
 
 
 
 
 
 
 
 
Balance, January 1, 2016
$
1,817

 
$
73,396

 
$
395,633

 
$
(9,401
)
 
$
(51,129
)
 
$
410,316

Net income

 

 
30,069

 

 

 
30,069

Other comprehensive income

 

 

 
6,989

 

 
6,989

Omnibus Equity Incentive Plan
2

 
511

 

 

 

 
513

Treasury shares purchased (575,224 shares)

 

 

 

 
(19,396
)
 
(19,396
)
Cash dividends, $.50 per share

 

 
(6,117
)
 

 

 
(6,117
)
Balance, September 30, 2016
$
1,819

 
$
73,907

 
$
419,585

 
$
(2,412
)
 
$
(70,525
)
 
$
422,374

See accompanying notes.



6


FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands, except per share data)  
 
Nine Months Ended 
 September 30,
 
2016
 
2015
 
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
 

 
 

Net Income
$
30,069

 
$
23,082

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

 
 

Net amortization (accretion) of premiums and discounts on investments
2,724

 
2,209

Provision for loan losses
2,361

 
3,650

Securities (gains) losses
(26
)
 
(23
)
(Gain) loss on sale of other real estate
89

 
76

Gain on sale of certain assets and liabilities of insurance brokerage operation
(12,822
)
 

Restricted stock compensation
513

 
513

Depreciation and amortization
3,685

 
4,159

Other, net
820

 
(18
)
NET CASH FROM OPERATING ACTIVITIES
27,413

 
33,648

CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Proceeds from sales of securities available-for-sale

 
3,465

Calls, maturities and principal reductions on securities available-for-sale
114,941

 
110,221

Purchases of securities available-for-sale
(83,544
)
 
(101,766
)
Loans made to customers, net of repayment
(61,262
)
 
11,378

Redemption of restricted stock

 
5,576

Purchase of restricted stock
(10
)
 
(10
)
Purchase of customer list

 
(103
)
Proceeds from sale of certain assets and liabilities of insurance brokerage operation
16,895

 

Proceeds from sales of other real estate owned
1,031

 
1,412

Net change in federal funds sold
(34,690
)
 
8,000

Additions to premises and equipment
(2,358
)
 
(2,562
)
NET CASH FROM INVESTING ACTIVITIES
(48,997
)
 
35,611

CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Net change in deposits
36,823

 
(38,662
)
Net change in short-term borrowings
(2,461
)
 
(24,679
)
Maturities of other borrowings
(6,672
)
 
(30,212
)
Proceeds from other borrowings
4,350

 
30,800

Purchase of treasury stock
(19,396
)
 
(8,698
)
Dividends paid
(12,359
)
 
(12,632
)
NET CASH FROM FINANCING ACTIVITIES
285

 
(84,083
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
(21,299
)
 
(14,824
)
CASH AND DUE FROM BANKS, BEGINNING OF PERIOD
88,695

 
78,102

CASH AND DUE FROM BANKS, END OF PERIOD
$
67,396

 
$
63,278

See accompanying notes.


7


FIRST FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
The accompanying September 30, 2016 and 2015 consolidated financial statements are unaudited. The December 31, 2015 consolidated financial statements are as reported in the First Financial Corporation (the “Corporation”) 2015 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, 2015

1.
Significant Accounting Policies
 
The significant accounting policies followed by the Corporation and its subsidiaries for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. All adjustments which are, in the opinion of management, necessary for a fair statement of the results for the periods reported have been included in the accompanying consolidated financial statements and are of a normal recurring nature. The Corporation reports financial information for only one segment, banking. Some items in the prior year financials were reclassified to conform to the current presentation.
 
The Omnibus Equity Incentive Plan is a long-term incentive plan that was designed to align the interests of participants with the interests of shareholders. Under the plan, awards may be made based on certain performance measures. The grants are made in restricted stock units that are subject to a vesting schedule. These shares vest over 3 years in increments of 33%, 33%, and 34% respectively. In 2016 and 2015, 20,943 and 19,683 shares were awarded, respectively. These shares had a grant date value of $677 thousand and $667 thousand for 2016 and 2015, vest over three years and their grant is not subject to future performance measures. Outstanding shares are increased at the award date for the total shares awarded. 


2.
Allowance for Loan Losses

The following table presents the activity of the allowance for loan losses by portfolio segment for the three months
ended September 30. 
Allowance for Loan Losses:
 
September 30, 2016
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Beginning balance
 
$
10,244

 
$
1,595

 
$
5,258

 
$
2,407

 
$
19,504

Provision for loan losses
 
571

 
40

 
1,275

 
(795
)
 
1,091

Loans charged -off
 
(1,029
)
 
(211
)
 
(1,484
)
 

 
(2,724
)
Recoveries
 
479

 
154

 
570

 

 
1,203

Ending Balance
 
$
10,265

 
$
1,578

 
$
5,619

 
$
1,612

 
$
19,074


Allowance for Loan Losses:
 
September 30, 2015
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Beginning balance
 
$
10,931

 
$
1,760

 
$
4,678

 
$
2,492

 
$
19,861

Provision for loan losses
 
1,338

 
158

 
1,052

 
(1,498
)
 
1,050

Loans charged -off
 
(1,874
)
 
(220
)
 
(1,201
)
 

 
(3,295
)
Recoveries
 
1,694

 
196

 
419

 

 
2,309

Ending Balance
 
$
12,089

 
$
1,894

 
$
4,948

 
$
994

 
$
19,925













8


The following table presents the activity of the allowance for loan losses by portfolio segment for the nine months
ended September 30. 
Allowance for Loan Losses:
 
September 30, 2016
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Beginning balance
 
$
11,482

 
$
1,834

 
$
4,945

 
$
1,685

 
$
19,946

Provision for loan losses
 
(520
)
 
143

 
2,811

 
(73
)
 
2,361

Loans charged -off
 
(1,851
)
 
(682
)
 
(3,673
)
 

 
(6,206
)
Recoveries
 
1,154

 
283

 
1,536

 

 
2,973

Ending Balance
 
$
10,265

 
$
1,578

 
$
5,619

 
$
1,612

 
$
19,074

Allowance for Loan Losses:
 
September 30, 2015
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Beginning balance
 
$
10,915

 
$
1,374

 
$
4,370

 
$
2,180

 
$
18,839

Provision for loan losses
 
1,505

 
811

 
2,520

 
(1,186
)
 
3,650

Loans charged -off
 
(2,482
)
 
(626
)
 
(3,489
)
 

 
(6,597
)
Recoveries
 
2,151

 
335

 
1,547

 

 
4,033

Ending Balance
 
$
12,089

 
$
1,894

 
$
4,948

 
$
994

 
$
19,925


The following table presents the allocation of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on the impairment method at September 30, 2016 and December 31, 2015
Allowance for Loan Losses
 
September 30, 2016
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Individually evaluated for impairment
 
$
748

 
$
109

 
$

 
$

 
$
857

Collectively evaluated for impairment
 
9,369

 
1,469

 
5,619

 
1,612

 
18,069

Acquired with deteriorated credit quality
 
148

 

 

 

 
148

Ending Balance
 
$
10,265

 
$
1,578

 
$
5,619

 
$
1,612

 
$
19,074

 
Loans:
 
September 30, 2016
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
 
 
Total
Individually evaluated for impairment
 
$
10,073

 
$
571

 
$

 
 
 
$
10,644

Collectively evaluated for impairment
 
1,076,103

 
429,413

 
306,065

 
 
 
1,811,581

Acquired with deteriorated credit quality
 
3,760

 
1,489

 

 
 
 
5,249

Ending Balance
 
$
1,089,936

 
$
431,473

 
$
306,065

 
 
 
$
1,827,474


Allowance for Loan Losses:
 
December 31, 2015
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Unallocated
 
Total
Individually evaluated for impairment
 
953

 
206

 

 

 
1,159

Collectively evaluated for impairment
 
10,342

 
1,628

 
4,945

 
1,685

 
18,600

Acquired with deteriorated credit quality
 
187

 

 

 

 
187

Ending Balance
 
$
11,482

 
$
1,834

 
$
4,945

 
$
1,685

 
$
19,946


Loans
 
December 31, 2015
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
 
 
Total
Individually evaluated for impairment
 
8,823

 
902

 

 
 
 
9,725

Collectively evaluated for impairment
 
1,037,086

 
443,224

 
274,134

 
 
 
1,754,444

Acquired with deteriorated credit quality
 
4,092

 
1,529

 

 
 
 
5,621

Ending Balance
 
$
1,050,001

 
$
445,655

 
$
274,134

 
 
 
$
1,769,790



9


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

 
 
 
 
 
 
September 30, 2016
 
 
 
 
 
 
Unpaid
Principal
 
Recorded
 
Allowance
for Loan
Losses
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest
(Dollar amounts in thousands)
 
Balance
 
Investment
 
Allocated
 
Investment
 
Recognized
 
Recognized
With no related allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
1,202

 
$
1,202

 
$

 
$
931

 
$

 
$

Farmland
 
1,560

 
1,561

 

 
757

 

 

Non Farm, Non Residential
 
3,415

 
3,043

 

 
3,121

 

 

Agriculture
 
635

 
635

 

 
318

 

 

All Other Commercial
 
1,395

 
1,395

 

 
1,504

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
26

 
26

 

 
28

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
966

 
966

 
226

 
890

 

 

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 
701

 
701

 
193

 
1,105

 

 

Agriculture
 
635

 
571

 
329

 
143

 

 

All Other Commercial
 

 

 

 
56

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
544

 
544

 
109

 
677

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

TOTAL
 
$
11,079

 
$
10,644

 
$
857

 
$
9,530

 
$

 
$

 




10


 
 
 
 
 
 
December 31, 2015
 
 
 
 
 
 
Unpaid
Principal
 
Recorded
 
Allowance
for Loan
Losses
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest
Income
(Dollar amounts in thousands)
 
Balance
 
Investment
 
Allocated
 
Investment
 
Recognized
 
Recognized
With no related allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
1,516

 
$
1,223

 
$

 
$
1,796

 
$

 
$

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 
3,202

 
3,202

 

 
2,080

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 
1,760

 
1,760

 

 
1,175

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
29

 
29

 

 
18

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
998

 
998

 
212

 
3,463

 

 

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 
1,415

 
1,415

 
741

 
3,682

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 
225

 
225

 

 
483

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
873

 
873

 
206

 
460

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

TOTAL
 
$
10,018

 
$
9,725

 
$
1,159

 
$
13,157

 
$

 
$

 


11


 
 
Three Months Ended 
 September 30, 2016
 
Nine Months Ended 
 September 30, 2016
 
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest Income
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest Income
(Dollar amounts in thousands)
 
Investment
 
Recognized
 
Recognized
 
Investment
 
Recognized
 
Recognized
With no related allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

 
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
719

 
$

 
$

 
$
931

 
$

 
$

Farmland
 
1,513

 

 

 
757

 

 

Non Farm, Non Residential
 
3,064

 

 

 
3,121

 

 

Agriculture
 
635

 

 

 
318

 

 

All Other Commercial
 
1,410

 

 

 
1,504

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
27

 

 

 
28

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
980

 

 

 
890

 

 

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 
915

 

 

 
1,105

 

 

Agriculture
 
286

 

 

 
143

 

 

All Other Commercial
 

 

 

 
56

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
576

 

 

 
677

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

TOTAL
 
$
10,125

 
$

 
$

 
$
9,530

 
$

 
$





12


 
 
Three Months Ended 
 September 30, 2015
 
Nine Months Ended 
 September 30, 2015
 
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest Income
 
Average
Recorded
 
Interest
Income
 
Cash Basis
Interest Income
(Dollar amounts in thousands)
 
Investment
 
Recognized
 
Recognized
 
Investment
 
Recognized
 
Recognized
With no related allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
3,290

 
$

 
$

 
$
1,939

 
$

 
$

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 
3,599

 

 

 
1,800

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 
1,785

 

 

 
1,029

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
31

 

 

 
15

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

 
 

Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
1,714

 

 

 
4,080

 

 

Farmland
 

 

 

 

 

 

Non Farm, Non Residential
 
1,929

 

 

 
4,248

 

 

Agriculture
 

 

 

 

 

 

All Other Commercial
 
393

 

 

 
548

 

 

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
565

 

 

 
357

 

 

Home Equity
 

 

 

 

 

 

Junior Liens
 

 

 

 

 

 

Multifamily
 

 

 

 

 

 

All Other Residential
 

 

 

 

 

 

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 

 

 

 

All Other Consumer
 

 

 

 

 

 

TOTAL
 
$
13,306

 
$

 
$

 
$
14,016

 
$

 
$













13



The tables below presents the recorded investment in non-performing loans.
 
 
September 30, 2016
 
 
Loans Past
Due Over
90 Day Still
 
Troubled
Debt
 
 
(Dollar amounts in thousands)
 
Accruing
 
Accruing
 
Nonaccrual
 
Nonaccrual
Commercial
 
 

 
 

 
 

 
 

Commercial & Industrial
 
$

 
$
4

 
$
393

 
$
3,008

Farmland
 

 

 

 
1,638

Non Farm, Non Residential
 

 
54

 
2,985

 
1,376

Agriculture
 

 

 

 
1,755

All Other Commercial
 

 

 

 
1,514

Residential
 
 

 
 

 
 
 
 

First Liens
 
814

 
3,632

 
1,180

 
5,470

Home Equity
 
38

 

 

 
286

Junior Liens
 
107

 

 

 
192

Multifamily
 

 

 

 

All Other Residential
 

 

 

 
98

Consumer
 
 

 
 

 
 
 
 

Motor Vehicle
 
253

 
70

 

 
203

All Other Consumer
 

 
133

 
497

 
747

TOTAL
 
$
1,212

 
$
3,893

 
$
5,055

 
$
16,287

 
 
December 31, 2015
 
 
Loans Past
Due Over
90 Day Still
 
Troubled
Debt
 
 
(Dollar amounts in thousands)
 
Accruing
 
Accruing
 
Nonaccrual
 
Nonaccrual
Commercial
 
 

 
 

 
 

 
 

Commercial & Industrial
 
$

 
$
5

 
$
422

 
$
3,187

Farmland
 

 

 

 
219

Non Farm, Non Residential
 

 
6

 
3,152

 
2,545

Agriculture
 

 

 

 
378

All Other Commercial
 

 

 

 
1,817

Residential
 
 

 
 

 
 
 
 

First Liens
 
809

 
4,577

 
1,034

 
4,839

Home Equity
 
10

 

 

 
320

Junior Liens
 
45

 

 

 
211

Multifamily
 

 

 

 

All Other Residential
 

 

 

 
111

Consumer
 
 

 
 

 
 
 
 

Motor Vehicle
 
148

 

 
2

 
213

All Other Consumer
 
4

 

 
400

 
794

TOTAL
 
$
1,016

 
$
4,588

 
$
5,010

 
$
14,634


There were $216 thousand of loans covered by loss share agreements with the FDIC included in loans past due over 90 days still on accrual at September 30, 2016 and there were $37 thousand at December 31, 2015. There were $239 thousand of covered

14


loans included in non-accrual loans at September 30, 2016 and there were $242 thousand at December 31, 2015. There were no covered loans at September 30, 2016 or December 31, 2015 that were deemed impaired.

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

The following tables presents the aging of the recorded investment in loans by past due category and class of loans.  
 
 
September 30, 2016
 
 
30-59 Days
 
60-89 Days
 
Greater
than 90 days
 
Total
 
 
 
 
(Dollar amounts in thousands)
 
Past Due
 
Past Due
 
Past Due
 
Past Due
 
Current
 
Total
Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
456

 
$
111

 
$
1,203

 
$
1,770

 
$
468,398

 
$
470,168

Farmland
 
23

 

 
45

 
68

 
111,938

 
112,006

Non Farm, Non Residential
 

 
5

 
190

 
195

 
197,119

 
197,314

Agriculture
 
78

 
1,031

 
218

 
1,327

 
144,571

 
145,898

All Other Commercial
 
109

 

 
30

 
139

 
164,411

 
164,550

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
601

 
1,109

 
1,976

 
3,686

 
274,734

 
278,420

Home Equity
 
133

 
24

 
119

 
276

 
36,427

 
36,703

Junior Liens
 
253

 
54

 
262

 
569

 
35,287

 
35,856

Multifamily
 

 

 

 

 
70,517

 
70,517

All Other Residential
 

 

 

 

 
9,977

 
9,977

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 
3,315

 
554

 
295

 
4,164

 
277,488

 
281,652

All Other Consumer
 
77

 
12

 
6

 
95

 
24,318

 
24,413

TOTAL
 
$
5,045

 
$
2,900

 
$
4,344

 
$
12,289

 
$
1,815,185

 
$
1,827,474

 
 
 
December 31, 2015
 
 
30-59 Days
 
60-89 Days
 
Greater
than 90 days
 
Total
 
 
 
 
(Dollar amounts in thousands)
 
Past Due
 
Past Due
 
Past Due
 
Past Due
 
Current
 
Total
Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
326

 
$
274

 
$
1,405

 
$
2,005

 
$
476,984

 
$
478,989

Farmland
 
135

 

 

 
135

 
106,725

 
106,860

Non Farm, Non Residential
 
1,824

 
90

 
310

 
2,224

 
206,844

 
209,068

Agriculture
 
65

 
38

 
324

 
427

 
143,116

 
143,543

All Other Commercial
 
25

 
32

 

 
57

 
111,484

 
111,541

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
4,960

 
1,181

 
1,671

 
7,812

 
285,913

 
293,725

Home Equity
 
85

 
23

 
114

 
222

 
37,502

 
37,724

Junior Liens
 
179

 
29

 
177

 
385

 
32,876

 
33,261

Multifamily
 

 

 

 

 
70,735

 
70,735

All Other Residential
 
15

 

 

 
15

 
10,195

 
10,210

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 
3,212

 
568

 
181

 
3,961

 
247,882

 
251,843

All Other Consumer
 
38

 
10

 
5

 
53

 
22,238

 
22,291

TOTAL
 
$
10,864

 
$
2,245

 
$
4,187

 
$
17,296

 
$
1,752,494

 
$
1,769,790





15



During the three and nine months ended September 30, 2016 and 2015, the terms of certain loans were modified as troubled debt restructurings (TDRs). The following tables present the activity for TDR's.
 
 
 
 
2016
 
 
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Total
July 1,
 
$
3,453

 
$
5,033

 
$
669

 
$
9,155

    Added
 

 

 
109

 
109

    Charged Off
 

 

 
(13
)
 
(13
)
    Payments
 
(71
)
 
(239
)
 
(55
)
 
(365
)
September 30,
 
$
3,382

 
$
4,794

 
$
710

 
$
8,886

 
 
 
 
2016
 
 
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Total
January 1,
 
3,584

 
5,593

 
683

 
9,860

    Added
 

 
123

 
259

 
382

    Charged Off
 

 
(181
)
 
(39
)
 
(220
)
    Payments
 
(202
)
 
(741
)
 
(193
)
 
(1,136
)
September 30,
 
3,382

 
4,794

 
710

 
8,886

 
 
 
 
2015
 
 
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Total
July 1,
 
8,705

 
5,589

 
657

 
14,951

    Added
 

 
16

 
50

 
66

    Charged Off
 

 

 
(4
)
 
(4
)
    Payments
 
(5,081
)
 
(63
)
 
(41
)
 
(5,185
)
September 30,
 
3,624

 
5,542

 
662

 
9,828

 
 
 
 
2015
 
 
(Dollar amounts in thousands)
 
Commercial
 
Residential
 
Consumer
 
Total
January 1,
 
8,955

 
5,189

 
614

 
14,758

    Added
 

 
668

 
239

 
907

    Charged Off
 

 
(62
)
 
(44
)
 
(106
)
    Payments
 
(5,331
)
 
(253
)
 
(147
)
 
(5,731
)
September 30,
 
3,624

 
5,542

 
662

 
9,828


Modification of the terms of such loans typically include one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan. No modification in 2016 or 2015 resulted in the permanent reduction of the recorded investment in the loan. Modifications involving a reduction of the stated interest rate of the loan were for periods ranging from twelve months to five years. Modifications involving an extension of the maturity date were for periods ranging from twelve months to ten years. Troubled debt restructurings during the three and nine months ended September 30, 2016 and 2015 did not result in any material charge-offs or additional provision expense.

The Corporation has no allocation of specific reserves to customers whose loan terms have been modified in troubled debt restructurings at September 30, 2016 and $36 thousand allocated at September 30, 2015. The Corporation has not committed to lend additional amounts as of September 30, 2016 and 2015 to customers with outstanding loans that are classified as troubled debt restructurings. The charge-offs during the three and nine months ended September 30, 2016 and 2015 were not of any restructurings that had taken place in the previous 12 months. The impact on the provision for new troubled debt restructurings was immaterial.




16




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

Furthermore, non-homogeneous loans which were not individually analyzed, but are 90+ days past due or on non-accrual are classified as substandard. Loans included in homogeneous pools, such as residential or consumer may be classified as substandard due to 90+ days delinquency, non-accrual status, bankruptcy, or loan restructuring.
 
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. Loans listed as not rated are either less than $100 thousand or are included in groups of homogeneous loans. Beginning in July 2016, the Company’s loan rating process no longer includes all loans in a loan relationship. Therefore, certain first lien mortgage loans and consumer loans that were previously rated in a loan relationship have been included in the not rated category as of September 30, 2016. As of September 30, 2016 and December 31, 2015, and based on the most recent analysis performed, the risk category of loans by class of loans are as follows:
 
 
September 30, 2016
(Dollar amounts in thousands)
 
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Not Rated
 
Total
Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
419,984

 
$
17,988

 
$
23,935

 
$
450

 
$
6,481

 
$
468,838

Farmland
 
91,237

 
12,274

 
6,138

 

 
233

 
109,882

Non Farm, Non Residential
 
172,972

 
6,523

 
17,350

 

 

 
196,845

Agriculture
 
117,386

 
13,587

 
12,526

 
24

 
319

 
143,842

All Other Commercial
 
150,953

 
661

 
10,367

 
76

 
1,665

 
163,722

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
43,308

 
1,280

 
5,746

 
23

 
227,234

 
277,591

Home Equity
 
357

 

 
183

 

 
36,108

 
36,648

Junior Liens
 
1,888

 
86

 
432

 
26

 
33,342

 
35,774

Multifamily
 
68,051

 
2,117

 
15

 

 
198

 
70,381

All Other Residential
 

 

 
22

 

 
9,930

 
9,952

Consumer
 
 

 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 

 

 
344

 

 
280,188

 
280,532

All Other Consumer
 

 

 
25

 

 
24,283

 
24,308

TOTAL
 
$
1,066,136

 
$
54,516

 
$
77,083

 
$
599

 
$
619,981

 
$
1,818,315


17


 
 
December 31, 2015
(Dollar amounts in thousands)
 
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Not Rated
 
Total
Commercial
 
 

 
 

 
 

 
 

 
 

 
 

Commercial & Industrial
 
$
417,880

 
$
20,422

 
$
32,778

 
$
757

 
$
5,638

 
$
477,475

Farmland
 
93,418

 
6,387

 
5,208

 

 
16

 
105,029

Non Farm, Non Residential
 
180,659

 
8,114

 
19,857

 

 

 
208,630

Agriculture
 
121,244

 
11,964

 
8,419

 
27

 
170

 
141,824

All Other Commercial
 
95,850

 
2,649

 
10,887

 
101

 
1,535

 
111,022

Residential
 
 

 
 

 
 

 
 

 
 

 
 

First Liens
 
96,146

 
4,594

 
8,598

 
699

 
182,791

 
292,828

Home Equity
 
11,701

 
387

 
669

 
10

 
24,895

 
37,662

Junior Liens
 
7,493

 
86

 
505

 
58

 
25,033

 
33,175

Multifamily
 
68,972

 
1,602

 

 

 
23

 
70,597

All Other Residential
 
886

 

 
24

 

 
9,275

 
10,185

Consumer
 


 
 

 
 

 
 

 
 

 
 

Motor Vehicle
 
10,287

 
356

 
534

 

 
239,543

 
250,720

All Other Consumer
 
2,930

 
77

 
125

 
14

 
19,030

 
22,176

TOTAL
 
$
1,107,466

 
$
56,638

 
$
87,604

 
$
1,666

 
$
507,949

 
$
1,761,323

 

3.
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, 2016
(Dollar amounts in thousands)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
U.S. Government agencies
 
$
14,113

 
$
286

 
$

 
$
14,399

Mortgage Backed Securities - residential
 
225,952

 
7,465

 
(12
)
 
233,405

Mortgage Backed Securities - commercial
 
5

 

 

 
5

Collateralized mortgage obligations
 
378,404

 
5,152

 
(694
)
 
382,862

State and municipal obligations
 
214,927

 
9,663

 
(71
)
 
224,519

Collateralized debt obligations
 
9,299

 
4,092

 
(1,880
)
 
11,511

TOTAL
 
$
842,700

 
$
26,658

 
$
(2,657
)
 
$
866,701

 
 
 
 
 
December 31, 2015
(Dollar amounts in thousands)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
U.S. Government agencies
 
$
10,670

 
$
46

 
$
(23
)
 
$
10,693

Mortgage Backed Securities-residential
 
208,705

 
5,089

 
(630
)
 
213,164

Mortgage Backed Securities-commercial
 
9

 

 

 
9

Collateralized mortgage obligations
 
441,500

 
2,141

 
(6,007
)
 
437,634

State and municipal obligations
 
206,291

 
8,475

 
(59
)
 
214,707

Collateralized debt obligations
 
9,621

 
5,254

 

 
14,875

TOTAL
 
$
876,796

 
$
21,005

 
$
(6,719
)
 
$
891,082

 

18


Contractual maturities of debt securities at September 30, 2016 were as follows. Securities not due at a single maturity or with no maturity date, primarily mortgage-backed and equity securities are shown separately.
 
 
Available-for-Sale
 
 
Amortized
 
Fair
(Dollar amounts in thousands)
 
Cost
 
Value
Due in one year or less
 
$
5,805

 
$
5,843

Due after one but within five years
 
53,736

 
55,141

Due after five but within ten years
 
89,114

 
94,355

Due after ten years
 
89,684

 
95,090

 
 
238,339

 
250,429

Mortgage-backed securities and collateralized mortgage obligations
 
604,361

 
616,272

TOTAL
 
$
842,700

 
$
866,701

 
There were $13 thousand and $26 thousand in gross gains and no losses from investment sales and calls realized by the Corporation for the three and nine months ended September 30, 2016. For the three months and nine months ended September 30, 2015 there were $9 thousand and $23 thousand in gross gains and no losses on sales and calls of investment securities.

 
The following tables show the securities’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in continuous unrealized loss position, at September 30, 2016 and December 31, 2015
 
 
September 30, 2016
 
 
Less Than 12 Months
 
More Than 12 Months
 
 
 
Total
 
 
 
 
Unrealized
 
 
 
Unrealized
 
 
 
Unrealized
(Dollar amounts in thousands)
 
Fair Value
 
Losses
 
Fair Value
 
Losses
 
Fair Value
 
Losses
Mortgage Backed Securities - Residential
 
$
9,803

 
$
(11
)
 
$
154

 
$
(1
)
 
$
9,957

 
$
(12
)
Collateralized mortgage obligations
 
11,433

 
(41
)
 
80,890

 
(653
)
 
92,323

 
(694
)
State and municipal obligations
 
7,987

 
(71
)
 

 

 
7,987

 
(71
)
Collateralized Debt Obligations
 
6,999

 
(1,880
)
 

 

 
6,999

 
(1,880
)
Total temporarily impaired securities
 
$
36,222

 
$
(2,003
)
 
$
81,044

 
$
(654
)
 
$
117,266

 
$
(2,657
)
 
 
 
December 31, 2015
 
 
Less Than 12 Months
 
More Than 12 Months
 
 
 
Total
 
 
 
 
Unrealized
 
 
 
Unrealized
 
 
 
Unrealized
(Dollar amounts in thousands)
 
Fair Value
 
Losses
 
Fair Value
 
Losses
 
Fair Value
 
Losses
US Government entity mortgage-backed securities
 
$
9,455

 
$
(23
)
 
$

 
$

 
$
9,455

 
$
(23
)
Mortgage Backed Securities - Residential
 
$
69,940

 
$
(428
)
 
$
11,766

 
$
(202
)
 
$
81,706

 
$
(630
)
Collateralized mortgage obligations
 
151,484

 
(1,535
)
 
139,435

 
(4,472
)
 
290,919

 
(6,007
)
State and municipal obligations
 
3,547

 
(16
)
 
3,045

 
(43
)
 
6,592

 
(59
)
Total temporarily impaired securities
 
$
234,426

 
$
(2,002
)
 
$
154,246

 
$
(4,717
)
 
$
388,672

 
$
(6,719
)
 
Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI model. Investment securities are generally evaluated for OTTI under FASB ASC 320, Investments - Debt and Equity Securities. However, certain purchased beneficial interests, including non-agency mortgage-backed securities, asset-backed securities, and collateralized debt obligations, that had credit ratings at the time of purchase of below AA are evaluated using the model outlined in FASB ASC 325-40, Beneficial Interests in Securitized Financial Assets.
 

19


When OTTI occurs under either model, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the OTTI shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.
Gross unrealized losses on investment securities were $2.7 million as of September 30, 2016 and $6.7 million as of December 31, 2015. A majority of these losses represent negative adjustments to market value relative to the interest rate environment reflecting the increase in market rates and not losses related to the creditworthiness of the issuer. Based upon our review of the issuers, we do not believe these investments to be other than temporarily impaired. Management does not intend to sell these securities and it is not more likely than not that we will be required to sell them before their anticipated recovery.
There are three collateralized debt obligations securities with previously recorded OTTI but there is no additional OTTI recognized in 2016 or 2015.
Management has consistently used Standard & Poors pricing to value these investments. There are a number of other pricing sources available to determine fair value for these investments. These sources utilize a variety of methods to determine fair value. The result is a wide range of estimates of fair value for these securities. The Standard & Poors pricing ranges from 38.75 to 46.66 while Moody Investor Service pricing ranges from 13.25 to 41.62, with others falling somewhere in between. We recognize that the Standard & Poors pricing utilized is an estimate, but have been consistent in using this source and its estimate of fair value.
 
The table below presents a rollforward of the credit losses recognized in earnings for the three and nine month periods ended September 30, 2016 and 2015:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(Dollar amounts in thousands)
 
2016
 
2015
 
2016
 
2015
Beginning balance
 
$
13,974

 
$
13,995

 
$
13,995

 
$
14,050

Increases to the amount related to the credit
 
 

 
 

 
 

 
 

Loss for which other-than-temporary was previously recognized
 

 

 

 

Reductions for increases in cash flows collected
 


 

 
(21
)
 
(55
)
Amounts realized for securities sold during the period
 

 

 

 

Ending balance
 
$
13,974

 
$
13,995

 
$
13,974

 
$
13,995

 

4.
Fair Value

FASB ASC No. 820-10 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
     
Level 1: Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level I prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
 
The fair value of most securities available for sale is determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).
 

20


For those securities that cannot be priced using quoted market prices or observable inputs a Level 3 valuation is determined. These securities are primarily trust preferred securities, which are priced using Level 3 due to current market illiquidity and certain investments in state and municipal securities. The fair value of the trust preferred securities is obtained from a third party provider without adjustment. As described previously, management obtains values from other pricing sources to validate the Standard & Poors pricing that they currently utilize. The fair value of state and municipal obligations are derived by comparing the securities to current market rates plus an appropriate credit spread to determine an estimated value. Illiquidity spreads are then considered. Credit reviews are performed on each of the issuers. The significant unobservable inputs used in the fair value measurement of the Corporation’s state and municipal obligations are credit spreads related to specific issuers. Significantly higher credit spread assumptions would result in significantly lower fair value measurement. Conversely, significantly lower credit spreads would result in a significantly higher fair value measurements.

The fair value of derivatives is based on valuation models using observable market data as of the measurement date (Level 2 inputs).
 
 
September 30, 2016
 
 
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
(Dollar amounts in thousands)
 
Level 1
 
Level 2
 
Level 3
 
Total
U.S. Government agencies
 
$

 
$
14,399

 
$

 
$
14,399

Mortgage Backed Securities-residential
 

 
233,405

 

 
233,405

Mortgage Backed Securities-commercial
 

 
5

 

 
5

Collateralized mortgage obligations
 

 
382,862

 

 
382,862

State and municipal
 

 
220,309

 
4,210

 
224,519

Collateralized debt obligations
 

 

 
11,511

 
11,511

TOTAL
 
$

 
$
850,980

 
$
15,721

 
$
866,701

Derivative Assets
 
 

 
1,750

 
 

 
 

Derivative Liabilities
 
 

 
(1,750
)
 
 

 
 

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

 
$
10,693

 
$

 
$
10,693

Mortgage Backed Securities-residential
 

 
213,164

 

 
213,164

Mortgage Backed Securities-commercial
 

 
9

 

 
9

Collateralized mortgage obligations
 

 
437,634

 

 
437,634

State and municipal
 

 
209,982

 
4,725

 
214,707

Collateralized debt obligations
 

 

 
14,875

 
14,875

TOTAL
 
$

 
$
871,482

 
$
19,600

 
$
891,082

Derivative Assets
 
 

 
1,176

 
 

 
 

Derivative Liabilities
 
 

 
(1,176
)
 
 

 
 

 
There were no transfers between levels of securities during 2016 and 2015.
 










21


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, 2016 and the year ended December 31, 2015
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
Three Months Ended September 30, 2016
 
State and
municipal
obligations
 
Collateralized
debt
obligations
 
Total
Beginning balance, July 1
$
4,210

 
$
11,436

 
$
15,646

Total realized/unrealized gains or losses
 

 
 

 
 

Included in earnings

 

 

Included in other comprehensive income

 
99

 
99

Transfers

 

 

Settlements

 
(24
)
 
(24
)
Ending balance, September 30
$
4,210

 
$
11,511

 
$
15,721

 
 
 
Nine Months Ended September 30, 2016
 
State and
municipal
obligations
 
Collateralized
debt
obligations
 
Total
Beginning balance, July 1
$
4,725

 
$
14,875

 
$
19,600

Total realized/unrealized gains or losses
 

 
 

 
 

Included in earnings

 

 

Included in other comprehensive income

 
(3,109
)
 
(3,109
)
Transfers

 

 

Settlements
(515
)
 
(255
)
 
(770
)
Ending balance, September 30
$
4,210

 
$
11,511

 
$
15,721

 
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
 
Year Ended December 31, 2015
 
 
State and
municipal
obligations
 
Collateralized
debt
obligations
 
Total
Beginning balance, January 1
 
$
5,900

 
$
15,303

 
$
21,203

Total realized/unrealized gains or losses
 
 

 
 

 
 

Included in earnings
 

 

 

Included in other comprehensive income
 

 
(268
)
 
(268
)
Purchases
 

 

 

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

 
$
14,875

 
$
19,600

  
    








22


The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at September 30, 2016.
 
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Input(s)
 
Range
State and municipal obligations
 
$
4,210

 
Discounted cash flow
 
Discount rate
Probability of default
 
3.05%-5.50% 0%
Other real estate  
 
$
2,772

 
Sales comparison/income approach
 
Discount rate for age of appraisal and market conditions
 
5.00%-20.00%
Impaired Loans
 
$
1,925

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

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

 
Discounted cash flow
 
Discount rate
Probability of default
 
3.05%-5.50% 0%
Other real estate  
 
$
3,466

 
Sales comparison/income approach
 
Discount rate for age of appraisal and market conditions
 
5.00%-20.00%
Impaired Loans
 
2,352

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

Impaired loans disclosed in footnote 2, which are measured for impairment using the fair value of collateral, are valued at Level 3. They are carried at a fair value of $1.9 million, after a valuation allowance of $0.9 million at September 30, 2016 and at a fair value of $2.4 million, net of a valuation allowance of $1.2 million at December 31, 2015. The impact to the provision for loan losses for the three and nine months ended September 30, 2016 and for the 12 months ended December 31, 2015 was a $17 thousand decrease and a $452 thousand decrease for 2016 and a $271 thousand decrease for 2015, respectively. Other real estate owned is valued at Level 3. Other real estate owned at September 30, 2016 with a value of $2.8 million was reduced $1.0 million for fair value adjustment. At September 30, 2016 other real estate owned was comprised of $2.5 million from commercial loans and $272 thousand from residential loans. Other real estate owned at December 31, 2015 with a value of $3.5 million was reduced $743 thousand for fair value adjustment. At December 31, 2015 other real estate owned was comprised of $2.8 million from commercial loans and $655 thousand from residential loans.
 
Fair value of impaired loans is measured based on the value of the collateral securing those loans, and is determined using several methods. Generally the fair value of real estate is determined based on appraisals by qualified licensed appraisers. Appraisals for real estate generally use three methods to derive value: cost, sales or market comparison and income approach. The cost method bases value on the cost to replace current property. The market comparison evaluates the sales price of similar properties in the same market area. The income approach considers net operating income generated by the property and the investor’s required return. The final fair value is based on a reconciliation of these three approaches. If an appraisal is not available, the fair value may be determined by using a cash flow analysis, a broker’s opinion of value, the net present value of future cash flows, or an observable market price from an active market.

Fair value of other real estate is based upon the current appraised values of the properties as determined by qualified licensed appraisers and the Company’s judgment of other relevant market conditions. Appraisals are obtained annually and reductions in value are recorded as a valuation through a charge to expense. The primary unobservable input used by management in estimating fair value are additional discounts to the appraised value to consider market conditions and the age of the appraisal, which are based on management’s past experience in resolving these types of properties. These discounts range from 0% to 50%. Values for non-real estate collateral, such as business equipment, are based on appraisals performed by qualified licensed appraisers or the customers financial statements. Values for non real estate collateral use much higher discounts than real estate collateral. Other real estate and impaired loans carried at fair value are primarily comprised of smaller balance properties.
    




23



The following tables presents loans identified as impaired by class of loans, and carried at fair value on a non-recuring basis, as of September 30, 2016 and December 31, 2015, which are all considered Level 3.
 
 
September 30, 2016
(Dollar amounts in thousands)
 
Carrying
Value
 
Allowance
for Loan
Losses
Allocated
 
Fair Value
Commercial
 
 

 
 

 
 

Commercial & Industrial
 
$
966

 
$
226

 
$
740

Farmland
 

 

 

Non Farm, Non Residential
 
701

 
193

 
508

Agriculture
 
571

 
329

 
242

All Other Commercial
 

 

 

Residential
 
 

 
 

 
 

First Liens
 
544

 
109

 
435

Home Equity
 

 

 

Junior Liens
 

 

 

Multifamily
 

 

 

All Other Residential
 

 

 

Consumer
 
 

 
 

 
 

Motor Vehicle
 

 

 

All Other Consumer
 

 

 

TOTAL
 
$
2,782

 
$
857

 
$
1,925

 
 
December 31, 2015
(Dollar amounts in thousands)
 
Carrying
Value
 
Allowance
for Loan
Losses
Allocated
 
Fair Value
Commercial
 
 

 
 

 
 

Commercial & Industrial
 
$
998

 
$
212

 
$
786

Farmland
 

 

 

Non Farm, Non Residential
 
1,415

 
741

 
674

Agriculture
 

 

 

All Other Commercial
 
225

 

 
225

Residential
 
 

 
 

 
 

First Liens
 
873

 
206

 
667

Home Equity
 

 

 

Junior Liens
 

 

 

Multifamily
 

 

 

All Other Residential
 

 

 

Consumer
 
 

 
 

 
 

Motor Vehicle
 

 

 

All Other Consumer
 

 

 

TOTAL
 
$
3,511

 
$
1,159

 
$
2,352

 
The carrying amounts and estimated fair value of financial instruments at September 30, 2016 and December 31, 2015, are shown below. Carrying amount is the estimated fair value for cash and due from banks, federal funds sold, short-term borrowings, accrued interest receivable and payable, demand deposits, short-term debt and variable-rate loans or deposits that reprice frequently and fully. Security fair values were described previously. For fixed-rate, non-impaired loans or deposits, variable rate loans or deposits with infrequent repricing or repricing limits, and for longer-term borrowings, fair value is based on discounted cash flows using current market rates applied to the estimated life and considering credit risk. The valuation of impaired loans was described

24


previously. Loan fair value estimates do not necessarily represent an exit price. Fair values of loans held for sale are based on market bids on the loans or similar loans. It was not practicable to determine the fair value of Federal Home Loan Bank stock due to restrictions placed on its transferability. Fair value of debt is based on current rates for similar financing. The fair value of off-balance sheet items is not considered material.
 
 
September 30, 2016
 
 
Carrying
 
Fair Value
(Dollar amounts in thousands)
 
Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Cash and due from banks
 
$
67,396

 
$
19,833

 
$
47,563

 
$

 
$
67,396

Federal funds sold
 
44,505

 

 
44,505

 

 
44,505

Securities available-for-sale
 
866,701

 

 
850,980

 
15,721

 
866,701

Restricted stock
 
10,848

 
n/a

 
n/a

 
n/a

 
n/a

Loans, net
 
1,802,451

 

 

 
1,865,027

 
1,865,027

Accrued interest receivable
 
12,846

 

 
3,787

 
9,059

 
12,846

Deposits
 
(2,479,241
)
 

 
(2,480,499
)
 

 
(2,480,499
)
Short-term borrowings
 
(31,370
)
 

 
(31,370
)
 

 
(31,370
)
Federal Home Loan Bank advances
 
(10,132
)
 

 
(10,136
)
 

 
(10,136
)
Accrued interest payable
 
(378
)
 

 
(378
)
 

 
(378
)
 
 
December 31, 2015
 
 
Carrying
 
Fair Value
(Dollar amounts in thousands)
 
Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Cash and due from banks
 
$
88,695

 
$
19,715

 
$
68,980

 
$

 
$
88,695

Federal funds sold
 
9,815

 

 
9,815

 

 
9,815

Securities available-for-sale
 
891,082

 

 
871,482

 
19,600

 
891,082

Restricted stock
 
10,838

 
n/a

 
n/a

 
n/a

 
n/a

Loans, net
 
1,743,862

 

 

 
1,789,938

 
1,789,938

Accrued interest receivable
 
11,733

 

 
3,366

 
8,367

 
11,733

Deposits
 
(2,442,369
)
 

 
(2,442,612
)
 

 
(2,442,612
)
Short-term borrowings
 
(33,831
)
 

 
(33,831
)
 

 
(33,831
)
Federal Home Loan Bank advances
 
(12,677
)
 

 
(12,971
)
 

 
(12,971
)
Accrued interest payable
 
(389
)
 

 
(389
)
 

 
(389
)
 
5.
Short-Term Borrowings
 
Period–end short-term borrowings were comprised of the following:
 
(000 's)
 
September 30, 2016
 
December 31, 2015
Federal Funds Purchased
$
850

 
$
850

Repurchase Agreements
30,520

 
32,981

 
$
31,370

 
$
33,831


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



25



Collateral pledged to repurchase agreements by remaining maturity are as follows:
 
 
September 30, 2016
Repurchase Agreements
 
Remaining Contractual Maturity of the Agreements
(Dollar amounts in thousands)
 
Overnight and continuous
 
Up to 30 days
 
30 - 90 days
 
Greater than 90 days
 
Total
Mortgage Backed Securities - Residential and Collateralized Mortgage Obligations
 
$
10,750

 
$

 
$

 
$
19,770

 
$
30,520


 
 
December 31, 2015
Repurchase Agreements
 
Remaining Contractual Maturity of the Agreements
(Dollar amounts in thousands)
 
Overnight and continuous
 
Up to 30 days
 
30 - 90 days
 
Greater than 90 days
 
Total
Mortgage Backed Securities - Residential and Collateralized Mortgage Obligations
 
$
10,420

 
$
11,049

 
$
10,794

 
$
718

 
$
32,981




6.
Components of Net Periodic Benefit Cost
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
(000's)
 
(000's)
 
 
Pension Benefits
 
Post-Retirement
Health Benefits
 
Pension Benefits
 
Post-Retirement
Health Benefits
 
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Service cost
 
$
470

 
$
538

 
$
14

 
$
16

 
$
1,411

 
$
1,615

 
$
41

 
$
47

Interest cost
 
932

 
879

 
46

 
43

 
2,797

 
2,637

 
139

 
130

Expected return on plan assets
 
(857
)
 
(863
)
 

 

 
(2,572
)
 
(2,589
)
 

 

Amortization of transition obligation
 

 

 

 

 

 

 

 

Net amortization of prior service cost
 

 

 

 

 
1

 
1

 

 

Net amortization of net (gain) loss
 
484

 
1,185

 

 

 
1,451

 
3,555

 

 

Net Periodic Benefit Cost
 
$
1,029

 
$
1,739

 
$
60

 
$
59

 
$
3,088

 
$
5,219

 
$
180

 
$
177

 
Employer Contributions
 
First Financial Corporation previously disclosed in its financial statements for the year ended December 31, 2015 that it expected to contribute $2.7 million and $1.1 million respectively to its Pension Plan and ESOP and $262 thousand to the Post Retirement Health Benefits Plan in 2016. Contributions of $2.1 million have been made to the Pension Plan thus far in 2016. Contributions of $151 thousand have been made through the first nine months of 2016 for the Post Retirement Health Benefits plan. No contributions have been made in 2016 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 2016 and 2015 there has been $1.2 million and $1.1 million of expense accrued for potential contributions to these alternative retirement benefit options.
 

7.
New accounting standards
 
In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, amending ASU Subtopic 825-10. The amendments in this update make targeted improvements to generally accepted accounting principles (GAAP) as follows: 1) Require equity investments to be measured at fair value with changes in fair value

26


recognized in net income.; 2) Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment.; 3) Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities.; 4) Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.; 5) Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.; 6) Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.; 7) Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements.; and 8) Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The amendments in this update are effective for fiscal years beginning after December 15, 2017. The Corporation has not yet made a determination of the impact on the financial statements of the provisions for ASU 2016-01.
In February 2016, the FASB issued ASU No. 2016-02, "Leases." Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases): 1) a lease liability, which is the present value of a lessee's obligation to make lease payments, and 2) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Lessor accounting under the new guidance remains largely unchanged as it is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases. Leveraged leases have been eliminated, although lessors can continue to account for existing leveraged leases using the current accounting guidance. Other limited changes were made to align lessor accounting with the lessee accounting model and the new revenue recognition standard. All entities will classify leases to determine how to recognize lease-related revenue and expense. Quantitative and qualitative disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The intention is to require enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. ASU No. 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. All entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. They have the option to use certain relief; full retrospective application is prohibited. The Corporation is currently evaluating the provisions of ASU No. 2016-02 and will be closely monitoring developments and additional guidance to determine the potential impact the new standard will have on the Corporation's Consolidated Financial Statements.
In March 2016, the FASB issued ASU No. 2016-09, "Improvements to Employee Share-Based Payment Accounting.” This ASU includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. Some of the key provisions of this new ASU include: (1) companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, and APIC pools will be eliminated. The guidance also eliminates the requirement that excess tax benefits be realized before companies can recognize them. In addition, the guidance requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity; (2) increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation. The new guidance will also require an employer to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on its statement of cash flows (current guidance did not specify how these cash flows should be classified); and (3) permit companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures can be estimated, as required today, or recognized when they occur. ASU No. 2016-09 is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted, but all of the guidance must be adopted in the same period. The Corporation is currently evaluating the provisions of ASU No. 2016-09 to determine the potential impact the new standard will have on the Corporation's Consolidated Financial Statements.
In June 2016 ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), was issued and requires entities to use a current expected credit loss ("CECL") model which is a new impairment model based on expected losses rather than incurred losses. Under this model an entity would recognize an impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from financial assets measured at amortized cost. The entity's estimate would consider relevant information about past events, current conditions, and reasonable and supportable forecasts, which will result in recognition of lifetime expected credit losses upon loan origination. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for annual reporting periods beginning after December 15, 2018. We are currently assessing the impact the adoption of ASU 2016-13 will have on our consolidated financial statements

27




In August of 2016 ASU 2016-15 "Statement of Cash Flows (Topic 230)" ("ASU 2016-15") was issued and is intended to reduce the diversity in practice around how certain transactions are classified within the statement of cash flows. ASU 2016-15 is effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted with retrospective application. The Corporation is assessing ASU 2016-15 but does not expect a significant impact on its accounting and disclosures.
8.
Acquisitions, Divestitures and FDIC Indemnification Asset
 
The Bank is party to a loss sharing agreement with the FDIC as a result of a 2009 acquisition. Under the loss-sharing agreement (“LSA”), the Bank will share in the losses on assets covered under the agreement (referred to as covered assets). On losses up to $29 million, the FDIC has agreed to reimburse the Bank for 80 percent of the losses. On losses exceeding $29 million, the FDIC has agreed to reimburse the Bank for 95 percent of the losses. The loss-sharing agreement is subject to following servicing procedures as specified in the agreement with the FDIC. Loans acquired that are subject to the loss-sharing agreement with the FDIC are referred to as covered loans for disclosure purposes. Since the acquisition date the Bank has been reimbursed $19.5 million for losses and carrying expenses and currently carries an immaterial balance in the indemnification asset. The balance of loans covered by the loss share agreement at September 30, 2016 and December 31, 2015 totaled $5.7 million and $6.5 million, respectively. The only loans still covered by the loss share agreement are the single family loans; however recoveries on non-single family loans are still subject to sharing with the FDIC until 2017.
 
FASB ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, applies to a loan with evidence of deterioration of credit quality since origination, acquired by completion of a transfer for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable. FASB ASC 310-30 prohibits carrying over or creating an allowance for loan losses upon initial recognition. The carrying amount of loans accounted for in accordance with FASB ASC 310-30 at September 30, 2016 and 2015 are shown in the following table:
 
 
 
 
 
 
2016
(Dollar amounts in thousands)
 
Commercial
 
Consumer
 
Total
Beginning balance, July 1,
 
$
3,912

 
$
1,456

 
$
5,368

Discount accretion
 

 

 

Disposals
 
(125
)
 
(13
)
 
(138
)
ASC 310-30 Loans, September 30,
 
$
3,787

 
$
1,443

 
$
5,230

 
 
 
 
 
 
2016
(Dollar amounts in thousands)
 
Commercial
 
Consumer
 
Total
Beginning balance, January 1,
 
$
4,122

 
$
1,480

 
$
5,602

Discount accretion
 

 

 

Disposals
 
(335
)
 
(37
)
 
(372
)
ASC 310-30 Loans, September 30,
 
$
3,787

 
$
1,443

 
$
5,230

 
 
 
 
 
 
2015
(Dollar amounts in thousands)
 
Commercial
 
Consumer
 
Total
Beginning balance, July 1,
 
$
4,329

 
$
1,547

 
$
5,876

Discount accretion
 

 

 

Disposals
 
(105
)
 
(9
)
 
(114
)
ASC 310-30 Loans, September 30,
 
$
4,224

 
$
1,538

 
$
5,762

 
 
 
 
 
 
2015
(Dollar amounts in thousands)
 
Commercial
 
Consumer
 
Total
Beginning balance, January 1,
 
$
4,803

 
$
1,571

 
$
6,374

Discount accretion
 

 

 

Disposals
 
(579
)
 
(33
)
 
(612
)
ASC 310-30 Loans, September 30,
 
$
4,224

 
$
1,538

 
$
5,762


28



During the quarter ended March 31, 2016 the Corporation sold a significant portion of the assets and liabilities of the insurance operation for a gain of $12.8 million. Settlement of the transaction has been completed and the original gain was reduced by $199 thousand during the third quarter of 2016. The total assets, total revenues and net income of the insurance operation for 2015 were $13.0 million, $7.6 million and $168 thousand, respectively. For 2014 they were $15.8 million, $8.3 million and $554 thousand, respectively. The Corporation has chosen to focus its resources on the core banking activities. The sale of the insurance operations eliminated the goodwill of $5.1 million from the original acquisition.                                    


9.
Accumulated Other Comprehensive Income
The following table summarizes the changes, net of tax within each classification of accumulated other comprehensive income for the three and nine months ended September 30, 2016 and 2015
 
 
Unrealized
 
 
 
 
 
 
gains and
 
2016
 
 
Losses on
available-
for-sale
 
Retirement
 
 
(Dollar amounts in thousands)
 
Securities
 
plans
 
Total
Beginning balance, July 1,
 
$
14,353

 
$
(17,846
)
 
$
(3,493
)
Change in other comprehensive income before reclassification
 
786

 

 
786

Amounts reclassified from accumulated other comprehensive income
 
(9
)
 
304

 
295

Net Current period other comprehensive other income
 
777

 
304

 
1,081

Ending balance, September 30,
 
$
15,130

 
$
(17,542
)
 
$
(2,412
)
 
 
Unrealized
 
 
 
 
 
 
gains and
 
2016
 
 
Losses on
available-
for-sale
 
Retirement
 
 
(Dollar amounts in thousands)
 
Securities
 
plans
 
Total
Beginning balance, January 1,
 
$
9,053

 
$
(18,454
)
 
$
(9,401
)
Change in other comprehensive income before reclassification
 
6,094

 

 
6,094

Amounts reclassified from accumulated other comprehensive income
 
(17
)
 
912

 
895

Net Current period other comprehensive other income
 
6,077

 
912

 
6,989

Ending balance, September 30,
 
$
15,130

 
$
(17,542
)
 
$
(2,412
)
 
 
Unrealized
 
 
 
 
 
 
gains and
 
2015
 
 
Losses on
available-
for-sale
 
Retirement
 
 
(Dollar amounts in thousands)
 
Securities
 
plans
 
Total
Beginning balance, July 1,
 
$
7,476

 
$
(21,524
)
 
$
(14,048
)
Change in other comprehensive income before reclassification
 
4,464

 

 
4,464

Amounts reclassified from accumulated other comprehensive income
 
7

 
819

 
826

Net Current period other comprehensive other income
 
4,471

 
819

 
5,290

Ending balance, September 30,
 
$
11,947

 
$
(20,705
)
 
$
(8,758
)

29


 
 
Unrealized
 
 
 
 
 
 
gains and
 
2015
 
 
Losses on
available-
for-sale
 
Retirement
 
 
(Dollar amounts in thousands)
 
Securities
 
plans
 
Total
Beginning balance, January 1,
 
$
10,278

 
$
(24,807
)
 
$
(14,529
)
Change in other comprehensive income before reclassification
 
1,654

 

 
1,654

Amounts reclassified from accumulated other comprehensive income
 
15

 
4,102

 
4,117

Net Current period other comprehensive other income
 
1,669

 
4,102

 
5,771

Ending balance, September 30,
 
$
11,947

 
$
(20,705
)
 
$
(8,758
)
 
 
Balance
at
 
Current
Period
 
Balance
at
(Dollar amounts in thousands)
 
7/1/2016
 
Change
 
9/30/2016
Unrealized gains (losses) on securities available-for-sale
 
 
 
 
 
 
without other than temporary impairment
 
$
13,120

 
$
663

 
$
13,783

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

 
 

 
 

with other than temporary impairment
 
1,233

 
114

 
1,347

Total unrealized loss on securities available-for-sale
 
$
14,353

 
$
777

 
$
15,130

Unrealized loss on retirement plans
 
(17,846
)
 
304

 
(17,542
)
TOTAL
 
$
(3,493
)
 
$
1,081

 
$
(2,412
)
 
 
 
 
 
 
 
 
 
Balance
at
 
Current
Period
 
Balance
at
(Dollar amounts in thousands)
 
1/1/2016
 
Change
 
9/30/2016
Unrealized gains (losses) on securities available-for-sale
 
 

 
 

 
 

without other than temporary impairment
 
$
6,083

 
$
7,700

 
$
13,783

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

 
 

 
 

with other than temporary impairment
 
2,970

 
(1,623
)
 
1,347

Total unrealized loss on securities available-for-sale
 
$
9,053

 
$
6,077

 
$
15,130

Unrealized loss on retirement plans
 
(18,454
)
 
912

 
(17,542
)
TOTAL
 
$
(9,401
)
 
$
6,989

 
$
(2,412
)
 
 
Balance
at
 
Current
Period
 
Balance
at
(Dollar amounts in thousands)
 
7/1/2015
 
Change
 
9/30/2015
Unrealized gains (losses) on securities available-for-sale
 
 

 
 

 
 

without other than temporary impairment
 
$
4,429

 
$
4,231

 
$
8,660

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

 
 

 
 

with other than temporary impairment
 
3,047

 
240

 
3,287

Total unrealized loss on securities available-for-sale
 
$
7,476

 
$
4,471

 
$
11,947

Unrealized loss on retirement plans
 
(21,524
)
 
819

 
(20,705
)
TOTAL
 
$
(14,048
)
 
$
5,290

 
$
(8,758
)

30


 
 
Balance
at
 
Current
Period
 
Balance
at
(Dollar amounts in thousands)
 
1/1/2015
 
Change
 
9/30/2015
Unrealized gains (losses) on securities available-for-sale
 
 

 
 

 
 

without other than temporary impairment
 
$
7,164

 
$
1,496

 
$
8,660

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

 
 

 
 

with other than temporary impairment
 
3,114

 
173

 
3,287

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

 
$
1,669

 
$
11,947

Unrealized loss on retirement plans
 
(24,807
)
 
4,102

 
(20,705
)
TOTAL
 
$
(14,529
)
 
$
5,771

 
$
(8,758
)
 
 
Three Months Ended September 30, 2016
 
 
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
 
$
13

 
Securities gains/(losses), net
on available-for-sale
 
(4
)
 
Provision for income taxes
securities
 
$
9

 
Net of tax
 
 
 
 
 
Amortization of
 
$
507

 
(a) Salaries and employee benefits
retirement plan items
 
(203
)
 
Provision for income taxes
 
 
$
304

 
Net of tax
Total reclassifications for the period
 
$
313

 
Net of tax
 
(a) Included in the computation of net periodic benefit cost. (see Footnote 7 for additional details).
 
 
Nine Months Ended September 30, 2016
 
 
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
 
$
26

 
Securities gains/(losses), net
on available-for-sale
 
(9
)
 
Provision for income taxes
securities
 
$
17

 
Net of tax
 
 
 
 
 
Amortization of
 
$
1,521

 
(a) Salaries and employee benefits
retirement plan items
 
(609
)
 
Provision for income taxes
 
 
$
912

 
Net of tax
Total reclassifications for the period
 
$
929

 
Net of tax

31


 
 
Three Months Ended September 30, 2015
 
 
Details about accumulated
 
Amount reclassified from
 
Affected line item in
other comprehensive
 
accumulated other
 
the statement where
income components
 
comprehensive income
 
net income is presented
 
 
(in thousands)
 
 
Unrealized gains and losses
 
$
9

 
Securities gains/(losses), net
on available-for-sale
 
(2
)
 
Provision for income taxes
securities
 
$
7

 
Net of tax
 
 
 
 
 
Amortization of
 
$
1,365

 
(a) Salaries and employee benefits
retirement plan items
 
(546
)
 
Provision for income taxes
 
 
$
819

 
Net of tax
Total reclassifications for the period
 
$
826

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

 
 
Nine Months Ended September 30, 2015
 
 
Details about accumulated
 
Amount reclassified from
 
Affected line item in
other comprehensive
 
accumulated other
 
the statement where
income components
 
comprehensive income
 
net income is presented
 
 
(in thousands)
 
 
Unrealized gains and losses
 
$
23

 
Securities gains/(losses), net
on available-for-sale
 
(8
)
 
Provision for income taxes
securities
 
$
15

 
Net of tax
 
 
 
 
 
Amortization of
 
$
6,837

 
(a) Salaries and employee benefits
retirement plan items
 
(2,735
)
 
Provision for income taxes
 
 
$
4,102

 
Net of tax
Total reclassifications for the period
 
$
4,117

 
Net of tax



32



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 2015 in the 10-K filed for the fiscal year ended December 31, 2015.
 
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, 2015, and subsequent filings with the United States Securities and Exchange Commission (SEC). Copies of these filings are available at no cost on the SEC’s Web site at www.sec.gov or on the Corporation’s Web site at www.first-online.com. Management may elect to update forward-looking statements at some future point; however, it specifically disclaims any obligation to do so.
 
Critical Accounting Policies
 
Certain of the Corporation’s accounting policies are important to the portrayal of the Corporation’s financial condition and results of operations, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, without limitation, changes in interest rates, in the performance of the economy or in the financial condition of borrowers. Management believes that its critical accounting policies include determining the allowance for loan losses and the valuation of goodwill and valuing investment securities. See further discussion of these critical accounting policies in the 2015 Form 10-K.
 
Summary of Operating Results
 
Net income for the three months ended September 30, 2016 was $8.2 million, compared to $8.4 million for the same period of 2015. Basic earnings per share increased to $0.67 for the third quarter of 2016 compared to $0.65 for same period of 2015. Return on Assets and Return on Equity were 1.10% and 7.23% respectively, for the three months ended September 30, 2016 compared to 1.14% and 8.36% for the three months ended September 30, 2015. Net income for the nine months ended September 30, 2016 was $30.1 million, compared to $23.1 million for the same period of 2015. Basic earnings per share increased to $2.43 for the first nine months of 2016 compared to $1.79 for same period of 2015. Return on Assets and Return on Equity were 1.35% and 9.56% respectively, for the nine months ended September 30, 2016 compared to 1.03% and 7.61% for the nine months ended September 30, 2015.

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 $225 thousand in the three months ended September 30, 2016 to $26.4 million from $26.6 million in the same period in 2015. The net interest margin for the three months ended September 30, 2016 is 4.05% compared to 4.12% for the same period of 2015, a 0.07% decrease, driven by a greater increase in the costs of funding while income on earning assets decreased. Net interest income increased $72 thousand in the nine months ended September 30, 2016 to $78.6 million from $78.5 million in the same period in 2015. The net interest margin for the nine months ended September 30, 2016 is 4.05% compared to 4.04% for the same period of 2015.

33



 
Non-Interest Income

     Non-interest income for the three months ended September 30, 2016 was $7.9 million compared to $10.0 million for the same period of 2015. Reduced insurance commission income of $1.7 million resulting from the sale of assets and liabilities of the insurance brokerage operation in the first quarter of 2016 is the main component of this decrease. Service charges on deposit accounts increased by $77 thousand. Non-interest income for the nine months ended September 30, 2016 was $38.5 million compared to $29.8 million for the same period of 2015. Gain on the sale of assets and liabilities of the insurance brokerage operation of $12.8 million was the main component of this increase.

Non-Interest Expenses

     The Corporation’s non-interest expense for the quarter ended September 30, 2016 decreased by $2.1 million to $22.0 million compared to the same period in 2015. Salaries and employee benefits decreased $2.1 million. A portion of the decrease related to reduced pension cost. The pension plan was frozen for the majority of employees as of December 31, 2012. Additional savings were realized with lower health insurance costs. The Corporation’s non-interest expense for the nine months ended September 30, 2016 decreased by $5.3 million to $68.1 million compared to the same period in 2015. Salaries and employee benefits decreased $5.5 million. The sale of a significant portion of the assets and liabilities of the insurance operation reduced the number of full time equivalent employees of the Corporation.
 
Allowance for Loan Losses

The Corporation’s provision for loan losses increased $41 thousand to $1.09 million for the third quarter of 2016 compared to $1.05 million for the same period of 2015. Net charge offs for the third quarter of 2016 were $1.5 million compared to $1.0 million for the same period of 2015. The provision for loan losses decreased $1.3 million to $2.4 million for nine months ended September 30, 2016 compared to $3.6 million for the same period of 2015. Net charge offs for the first nine months of 2016 were $3.2 million compared to $2.7 million for the same period of 2015. Reduced non-performing loans at September 30, 2016 has reduced the need for the level of the allowance for loan losses thus reducing the amount of provision for loan losses relative to the same period of the previous year.

Based on management’s analysis of the current portfolio, an evaluation that includes consideration of historical loss experience, non-performing loans trends, and probable incurred losses on identified problem loans, management believes the allowance is adequate to cover probable incurred losses.

Income Tax Expense

The Corporation’s effective income tax rate for the first quarter of 2016 increased dramatically due to the sale of certain assets and liabilities of the Forrest Sherer insurance operation which eliminated the goodwill of $5.1 million from the original acquisition. That goodwill was not deductible for tax purposes which had the effect of increasing the tax gain on the sale compared to the book gain, resulting in additional tax expense.

Non-performing Loans

Non-performing loans consist of (1) non-accrual loans on which the ultimate collectability of the full amount of interest is uncertain, (2) loans which have been renegotiated to provide for a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower, and (3) loans past due ninety days or more as to principal or interest. Non-performing loans increased to $26.3 million at September 30, 2016 compared to $25.5 million at December 31, 2015. Nonperforming loans decreased 3.3% to $26.3 million as of September 30, 2016 versus $27.6 million as of September 30, 2015. A summary of non-performing loans at September 30, 2016 and December 31, 2015 follows:
 

34


 
(000's)
 
September 30, 2016
 
December 31,
2015
Non-accrual loans
$
16,235

 
$
14,634

Accruing restructured loans
3,831

 
4,851

Nonaccrual restructured loans
5,055

 
5,009

Accruing loans past due over 90 days
1,144

 
964

 
$
26,265

 
$
25,458

Ratio of the allowance for loan losses
 

 
 

as a percentage of non-performing loans
72.6
%
 
78.3
%
The following loan categories comprise significant components of the nonperforming non-restructured loans: 
 
(000's)
 
September 30, 2016
 
December 31,
2015
Non-accrual loans
 

 
 

Commercial loans
$
9,239

 
$
8,146

Residential loans
6,046

 
5,481

Consumer loans
950

 
1,007

 
$
16,235

 
$
14,634

Past due 90 days or more
 

 
 

Commercial loans
$

 
$

Residential loans
905

 
820

Consumer loans
239

 
144

 
$
1,144

 
$
964




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.


35


The table below shows the Corporation’s estimated sensitivity profile as of September 30, 2016. The change in interest rates assumes a parallel shift in interest rates of 100 and 200 basis points. Given a 100 basis point increase in rates, net interest income would increase 3.87% over the next 12 months and increase 8.23% over the following 12 months. Given a 100 basis point decrease in rates, net interest income would decrease 0.59% over the next 12 months and decrease 2.09% over the following 12 months. These estimates assume all rate changes occur overnight and management takes no action as a result of this change. 
Basis Point
 
Percentage Change in Net Interest Income
Interest Rate Change
 
12 months
 
24 months
 
36 months
Down 200
 
-0.89
 %
 
-3.44
 %
 
-5.74
 %
Down 100
 
-0.59

 
-2.09

 
-3.45

Up 100
 
3.87

 
8.23

 
12.79

Up 200
 
4.04

 
11.88

 
20.80

     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 $5.9 million of investments that mature throughout the next 12 months. The Corporation also anticipates $134.3 million of principal payments from mortgage-backed securities. Given the current rate environment, the Corporation anticipates $30.7 million in securities to be called within the next 12 months. The Corporation also has unused borrowing capacity available with the Federal Home Loan Bank of Indianapolis and several correspondent banks. With these many sources of funds, the Corporation currently anticipates adequate liquidity to meet the expected obligations of its customers.

Financial Condition 

Comparing the first nine months of 2016 to the same period in 2015, loans, net of deferred loan costs, have increased $53.1 million to $1.8 billion. Deposits remained stable at $2.5 billion at September 30, 2016 compared to $2.4 billion at September 30, 2015. Shareholders' equity increased 3.3% or $13.3 million. This financial performance increased book value per share 7.8% to $34.66 at September 30, 2016 from $32.16 at September 30, 2015. Book value per share is calculated by dividing the total shareholders' equity by the number of shares outstanding.

 Capital Adequacy 

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

36


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 phase in of the capital conservation buffer will have the minimum ratios for common equity Tier 1 capital at 7%, the Tier 1 capital at 8.5% ant the total capital at 10.5% in 2019 when fully phased in. Currently the Corporation exceeds all of these minimums.
 
September 30, 2016
 
December 31, 2015
 
To Be Well Capitalized
Common equity tier 1 capital
 
 
 
 
 
Corporation
17.46
%
 
17.69
%
 
N/A

First Financial Bank
16.77
%
 
17.23
%
 
6.50
%
Total risk-based capital
 

 
 

 
 

Corporation
18.31
%
 
18.62
%
 
N/A

First Financial Bank
17.52
%
 
18.05
%
 
10.00
%
Tier I risk-based capital
 

 
 

 
 

Corporation
17.46
%
 
17.69
%
 
N/A

First Financial Bank
16.77
%
 
17.23
%
 
8.00
%
Tier I leverage capital
 

 
 

 
 

Corporation
13.23
%
 
12.92
%
 
N/A

First Financial Bank
12.72
%
 
12.50
%
 
5.00
%


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ITEM 4.
Controls and Procedures
 
First Financial Corporation’s management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of September 30, 2016, 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, 2016 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, 2016 that has materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting.


38


 
PART II – Other Information

ITEM 1.
Legal Proceedings.
 
There are no material pending legal proceedings, other than routine litigation incidental to the business of the Corporation or its subsidiaries, to which the Corporation or any of the subsidiaries is a party to or of which any of their respective property is subject. Further, there is no material legal proceeding in which any director, officer, principal shareholder, or affiliate of the Corporation or any of its subsidiaries, or any associate of such director, officer, principal shareholder or affiliate is a party, or has a material interest, adverse to the Corporation or any of its subsidiaries.
 
ITEM 1A.
Risk Factors.
 
There have been no material changes in the risk factors from those disclosed in the Corporation’s 2015 financial statements in the Form 10-K filed for December 31, 2015

ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 
(a) None.
 
(b) Not applicable.
 
(c) Purchases of Equity Securities
 
The Corporation periodically acquires shares of its common stock directly from shareholders in individually negotiated transactions. On February 3, 2016 First Financial Corporation issued a press release announcing that its Board of Directors has authorized a stock repurchase program pursuant to which up to 5% of the Corporations outstanding shares of common stock, or approximately 637,500 shares may be repurchased.
Following is certain information regarding shares of common stock purchased by the Corporation during the quarter covered by this report.
 
 
 
 
 
(c)
 
 
 
 
 
 
 
Total Number Of Shares
 
 
 
 
 
 
 
Purchased As Part Of
 
 (c) Maximum
 
 (a) Total Number Of
 
 (b) Average Price
 
Publicly Announced Plans
 
Number of Shares That May Yet
 
Shares Purchased
 
Paid Per Share
 
Or Programs *
 
Be Purchased *
July 1-31, 2016
7,444

 
35.47

 
7,444
 
71,882
August 1-31, 2016

 

 
 
September 1-30, 2016

 

 
 
Total
7,444

 
35.47

 
7,444
 
71,882

ITEM 3.
Defaults upon Senior Securities.
 
Not applicable.

ITEM 4.
Mine Safety Disclosures
 
Not applicable.

ITEM 5.
Other Information.
 
Not applicable.

39


ITEM 6.
Exhibits.
Exhibit No.:
Description of Exhibit:
3.1
Amended and Restated Articles of Incorporation of First Financial Corporation, incorporated by reference to Exhibit 3(i) of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.
3.2
Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3(ii) of the Corporation’s Form 8-K filed on August 24, 2012.
10.1*
Employment Agreement for Norman L. Lowery, dated and effective July 1, 2016, incorporated by reference to Exhibit 10.01 of the Corporation’s Form 8-K filed on September 9, 2016.
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 2011 Omnibus Equity Incentive Plan incorporated by reference to Exhibit 10.11 of the Corporation’s Form 10-Q for the quarter ended March 31, 2011 filed on May 9, 2011.
10.12*
Form of Restricted Stock Award Agreement under the First Financial Corporation 2011 Omnibus Equity Incentive Plan
10.13*
Employment Agreement for Norman D. Lowery, dated December 28, 2015, incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K filed December 29, 2015
10.14*
Employment Agreement for Rodger A. McHargue, dated December 28, 2015, incorporated by reference to Exhibit 10.2 of the Corporation’s Form 8-K filed December 29, 2015.
10.15*
Employment Agreement for Steven H. Holliday, dated December 28, 2015, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 8-K filed December 29, 2015.
10.16*
Employment Agreement for Karen L. Stinson-Milienu, dated December 28, 2015, incorporated by reference to Exhibit 10.4 of the Corporation’s Form 8-K filed December 29, 2015
31.1
Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 by Principal Executive Officer, dated November 3, 2016.
31.2
Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 by Principal Financial Officer, dated November 3, 2016.
32.1
Certification, dated November 3, 2016, 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, 2016.
101.1
Financial statements from the Quarterly Report on Form 10-Q of the Corporation for the quarter ended September 30, 2016, 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.

40



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 3, 2016
 
By     /s/ Norman L. Lowery
 
 
 
Norman L. Lowery, Vice Chairman, President and CEO
 
 
 
(Principal Executive Officer)
 
 
 
 
Date:
November 3, 2016
 
By     /s/ Rodger A. McHargue
 
 
 
Rodger A. McHargue, Treasurer and CFO
 
 
 
(Principal Financial Officer)


41