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Account
First Financial
THFF
#6401
Rank
C$1.03 B
Marketcap
๐บ๐ธ
United States
Country
C$87.22
Share price
1.15%
Change (1 day)
26.96%
Change (1 year)
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Annual Reports (10-K)
First Financial
Quarterly Reports (10-Q)
Financial Year FY2020 Q1
First Financial - 10-Q quarterly report FY2020 Q1
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended March 31, 2020
Commission File Number
0-16759
FIRST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA
35-1546989
(State or other jurisdiction
(I.R.S. Employer
incorporation or organization)
Identification No.)
One First Financial Plaza, Terre Haute, IN
47807
(Address of principal executive office)
(Zip Code)
(812)238-6000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
ý
No
¨
.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
ý
No
¨
.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
Accelerated filer
ý
Non-accelerated filer (Do not check if a smaller reporting company)
¨
Smaller reporting company
¨
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
¨
No
ý
.
As of
May 4, 2020
, the registrant had outstanding 13,714,524 shares of common stock, without par value.
Table of Contents
FIRST FINANCIAL CORPORATION
FORM 10-Q
INDEX
Page No.
PART I. Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets
3
Consolidated Statements of Income and Comprehensive Income
4
Consolidated Statements of Shareholders’ Equity
5
Consolidated Statements of Cash Flows
6
Notes to Consolidated Financial Statements
7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
35
Item 3. Quantitative and Qualitative Disclosures about Market Risk
38
Item 4. Controls and Procedures
41
PART II. Other Information:
Item 1. Legal Proceedings
42
Item 1A. Risk Factors
42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
43
Item 3. Defaults upon Senior Securities
43
Item 4. Mine Safety Disclosures
43
Item 5. Other Information
43
Item 6. Exhibits
44
Signatures
45
2
Table of Contents
Part I – Financial Information
Item 1.
Financial Statements
FIRST FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except per share data)
March 31,
2020
December 31,
2019
(unaudited)
ASSETS
Cash and due from banks
$
211,034
$
127,426
Federal funds sold
1
7,500
Securities available-for-sale
932,041
926,717
Loans:
Commercial
1,567,340
1,584,447
Residential
663,060
682,077
Consumer
387,980
386,006
2,618,380
2,652,530
(Less) plus:
Net deferred loan costs
4,257
3,860
Allowance for loan losses
(21,063
)
(19,943
)
2,601,574
2,636,447
Restricted stock
15,400
15,394
Accrued interest receivable
17,098
18,523
Premises and equipment, net
63,140
62,576
Bank-owned life insurance
94,633
94,251
Goodwill
78,592
78,592
Other intangible assets
10,236
10,643
Other real estate owned
3,894
3,625
Other assets
34,771
41,556
TOTAL ASSETS
$
4,062,414
$
4,023,250
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest-bearing
$
531,758
$
547,189
Interest-bearing:
Certificates of deposit exceeding the FDIC insurance limits
118,162
126,738
Other interest-bearing deposits
2,641,311
2,601,430
3,291,231
3,275,357
Short-term borrowings
83,784
80,119
Other borrowings
27,494
30,973
Other liabilities
78,134
79,193
TOTAL LIABILITIES
3,480,643
3,465,642
Shareholders’ equity
Common stock, $.125 stated value per share;
Authorized shares-40,000,000
Issued shares-16,075,154 in 2020 and 16,055,466 in 2019
Outstanding shares-13,714,524 in 2020 and 13,741,825 in 2019
2,005
2,005
Additional paid-in capital
139,898
139,694
Retained earnings
504,236
492,055
Accumulated other comprehensive income/(loss)
6,001
(7,501
)
Less: Treasury shares at cost-2,360,630 in 2020 and 2,313,641 in 2019
(70,369
)
(68,645
)
TOTAL SHAREHOLDERS’ EQUITY
581,771
557,608
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
4,062,414
$
4,023,250
See accompanying notes.
3
Table of Contents
FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Dollar amounts in thousands, except per share data)
Three Months Ended
March 31,
2020
2019
(unaudited)
(unaudited)
INTEREST INCOME:
Loans, including related fees
$
35,034
$
26,754
Securities:
Taxable
4,029
3,681
Tax-exempt
1,938
1,867
Other
402
314
TOTAL INTEREST INCOME
41,403
32,616
INTEREST EXPENSE:
Deposits
4,530
2,817
Short-term borrowings
267
323
Other borrowings
256
50
TOTAL INTEREST EXPENSE
5,053
3,190
NET INTEREST INCOME
36,350
29,426
Provision for loan losses
2,690
1,470
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES
33,660
27,956
NON-INTEREST INCOME:
Trust and financial services
1,534
1,204
Service charges and fees on deposit accounts
2,998
2,624
Other service charges and fees
3,330
3,114
Securities gains (losses), net
194
(4
)
Gain on sales of mortgage loans
698
420
Other
341
278
TOTAL NON-INTEREST INCOME
9,095
7,636
NON-INTEREST EXPENSE:
Salaries and employee benefits
15,972
12,755
Occupancy expense
1,929
1,815
Equipment expense
2,461
1,817
FDIC Expense
(230
)
140
Other
7,422
7,166
TOTAL NON-INTEREST EXPENSE
27,554
23,693
INCOME BEFORE INCOME TAXES
15,201
11,899
Provision for income taxes
3,020
2,217
NET INCOME
12,181
9,682
OTHER COMPREHENSIVE INCOME (LOSS)
Change in unrealized gains/(losses) on securities, net of reclassifications and taxes
13,098
10,224
Change in funded status of post retirement benefits, net of taxes
404
303
COMPREHENSIVE INCOME
$
25,683
$
20,209
PER SHARE DATA
Basic and Diluted Earnings per Share
$
0.89
$
0.79
Weighted average number of shares outstanding (in thousands)
13,740
12,282
See accompanying notes.
4
Table of Contents
FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Three Months Ended
March 31, 2020
, and
2019
(Dollar amounts in thousands, except per share data)
(Unaudited)
Common
Stock
Additional
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income/(Loss)
Treasury
Stock
Total
Balance, January 1, 2019
$
1,824
$
76,774
$
456,716
$
(23,454
)
$
(69,159
)
$
442,701
Net income
—
—
9,682
—
—
9,682
Other comprehensive income
—
—
—
10,527
—
10,527
Omnibus Equity Incentive Plan
1
200
—
—
—
201
Treasury shares purchased (7,866 shares)
—
—
—
—
(315
)
(315
)
Balance, March 31, 2019
$
1,825
$
76,974
$
466,398
$
(12,927
)
$
(69,474
)
$
462,796
Balance, January 1, 2020
$
2,005
$
139,694
$
492,055
$
(7,501
)
$
(68,645
)
$
557,608
Net income
—
—
12,181
—
—
12,181
Other comprehensive income
—
—
—
13,502
—
13,502
Omnibus Equity Incentive Plan
—
204
—
—
—
204
Treasury shares purchased (46,989 shares)
—
—
—
—
(1,724
)
(1,724
)
Balance, March 31, 2020
$
2,005
$
139,898
$
504,236
$
6,001
$
(70,369
)
$
581,771
See accompanying notes.
5
Table of Contents
FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands, except per share data)
Three Months Ended
March 31,
2020
2019
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income
$
12,181
$
9,682
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization (accretion) of premiums and discounts on investments
1,462
900
Provision for loan losses
2,690
1,470
Securities (gains) losses
(194
)
4
Gain on sales of mortgage loans
(698
)
(420
)
(Gain) Loss on sale of other real estate
23
8
Restricted stock compensation
204
201
Depreciation and amortization
1,400
1,000
Other, net
8,611
1,185
NET CASH FROM OPERATING ACTIVITIES
25,679
14,030
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available-for-sale
27,604
—
Calls, maturities and principal reductions on securities available-for-sale
46,517
27,321
Purchases of securities available-for-sale
(63,516
)
(16,214
)
Loans made to customers, net of repayment
33,764
(30,828
)
Purchase of restricted stock
(6
)
(22
)
Proceeds from sales of other real estate owned
44
13
Net change in federal funds sold
7,499
(2,000
)
Additions to premises and equipment
(1,557
)
(309
)
NET CASH FROM INVESTING ACTIVITIES
50,349
(22,039
)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits
16,281
(17,171
)
Net change in short-term borrowings
3,665
(13,008
)
Maturities of other borrowings
(5,000
)
(92,000
)
Proceeds from other borrowings
1,500
117,000
Purchase of treasury stock
(1,724
)
(315
)
Dividends paid
(7,142
)
(6,258
)
NET CASH FROM FINANCING ACTIVITIES
7,580
(11,752
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
83,608
(19,761
)
CASH AND DUE FROM BANKS, BEGINNING OF PERIOD
127,426
74,388
CASH AND DUE FROM BANKS, END OF PERIOD
$
211,034
$
54,627
See accompanying notes.
6
Table of Contents
FIRST FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accompanying
March 31, 2020
and
2019
consolidated financial statements are unaudited. The
December 31, 2019
consolidated financial statements are as reported in the First Financial Corporation (the “Corporation”)
2019
annual report. The information presented does not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. The following notes should be read together with notes to the consolidated financial statements included in the 10-K filed with the Securities and Exchange Commission for the fiscal year ended
December 31, 2019
.
1.
Significant Accounting Policies
The significant accounting policies followed by the Corporation and its subsidiaries for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. All adjustments which are, in the opinion of management, necessary for a fair statement of the results for the periods reported have been included in the accompanying consolidated financial statements and are of a normal recurring nature. The Corporation reports financial information for only
one
segment, banking. Some items in the prior year financials were reclassified to conform to the current presentation.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law. It contains substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The CARES Act also includes a range of other provisions designed to support the U.S. economy and mitigate the impact of COVID-19 on financial institutions and their customers, including through the authorization of various programs and measures that the U.S. Department of the Treasury, the Small Business Administration, the Federal Reserve Board, and other federal banking agencies may or are required to implement. Further, in response to the COVID-19 outbreak, the Federal Reserve Board has implemented or announced a number of facilities to provide emergency liquidity to various segments of the U.S. economy and financial market.
The CARES Act includes a provision that permits a financial institution to elect to suspend temporarily troubled debt restructuring accounting under ASC Subtopic 310-40 in certain circumstances (“section 4013”). To be eligible under section 4013, a loan modification must be (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020. In response to this section of the CARES Act, the federal banking agencies issued a revised interagency statement on April 7, 2020 that, in consultation with the Financial Accounting Standards Board, confirmed that for loans not subject to section 4013, short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not troubled debt restructurings under ASC Subtopic 310-40. This includes short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented.
The Omnibus Equity Incentive Plan is a long-term incentive plan that was designed to align the interests of participants with the interests of shareholders. Under the plan, awards may be made based on certain performance measures. The grants are made in restricted stock units that are subject to a vesting schedule. These shares vest over
3
years in increments of
33%
,
33%
, and
34%
respectively. For the three months ended
2020
and
2019
,
19,688
and
19,783
shares were awarded, respectively. These shares had a grant date value of
$837 thousand
and
$841 thousand
for
2020
and
2019
, vest over three years, and their grant is not subject to future performance measures. Outstanding shares are increased at the award date for the total shares awarded.
The extent to which the COVID-19 pandemic impacts the Corporation’s business, liquidity, asset valuations, results of operations, and financial condition, as well as its regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic. Moreover, the effects of the COVID-19 pandemic may have a material adverse effect on all or a combination of valuation impairments on the Corporation's intangible assets, investments, loans, or deferred tax assets.
7
Table of Contents
2.
Allowance for Loan Losses
The following table presents the activity of the allowance for loan losses by portfolio segment for the three months
ended March 31.
Allowance for Loan Losses:
March 31, 2020
(Dollar amounts in thousands)
Commercial
Residential
Consumer
Unallocated
Total
Beginning balance
$
8,945
$
1,302
$
8,304
$
1,392
$
19,943
Provision for loan losses
520
251
1,780
139
2,690
Loans charged -off
(533
)
(257
)
(2,114
)
—
(2,904
)
Recoveries
391
156
787
—
1,334
Ending Balance
$
9,323
$
1,452
$
8,757
$
1,531
$
21,063
Allowance for Loan Losses:
March 31, 2019
(Dollar amounts in thousands)
Commercial
Residential
Consumer
Unallocated
Total
Beginning balance
$
9,848
$
1,313
$
7,481
$
1,794
$
20,436
Provision for loan losses
(640
)
296
941
873
1,470
Loans charged -off
(256
)
(302
)
(1,551
)
—
(2,109
)
Recoveries
287
185
691
—
1,163
Ending Balance
$
9,239
$
1,492
$
7,562
$
2,667
$
20,960
The following table presents the allocation of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on the impairment method at
March 31, 2020
and
December 31, 2019
.
Allowance for Loan Losses
March 31, 2020
(Dollar amounts in thousands)
Commercial
Residential
Consumer
Unallocated
Total
Individually evaluated for impairment
$
42
$
—
$
—
$
—
$
42
Collectively evaluated for impairment
9,281
1,452
8,757
1,531
21,021
Acquired with deteriorated credit quality
—
—
—
—
—
Ending Balance
$
9,323
$
1,452
$
8,757
$
1,531
$
21,063
Loans:
March 31, 2020
(Dollar amounts in thousands)
Commercial
Residential
Consumer
Total
Individually evaluated for impairment
$
6,152
$
3,579
$
—
$
9,731
Collectively evaluated for impairment
1,563,334
661,353
389,649
2,614,336
Acquired with deteriorated credit quality
6,549
—
—
6,549
Ending Balance
$
1,576,035
$
664,932
$
389,649
$
2,630,616
Allowance for Loan Losses:
December 31, 2019
(Dollar amounts in thousands)
Commercial
Residential
Consumer
Unallocated
Total
Individually evaluated for impairment
48
—
—
—
48
Collectively evaluated for impairment
8,897
1,302
8,304
1,392
19,895
Acquired with deteriorated credit quality
—
—
—
—
—
Ending Balance
$
8,945
$
1,302
$
8,304
$
1,392
$
19,943
8
Table of Contents
Loans
December 31, 2019
(Dollar amounts in thousands)
Commercial
Residential
Consumer
Total
Individually evaluated for impairment
3,161
3,952
—
7,113
Collectively evaluated for impairment
1,584,169
680,069
387,655
2,651,893
Acquired with deteriorated credit quality
7,436
—
—
7,436
Ending Balance
$
1,594,766
$
684,021
$
387,655
$
2,666,442
9
Table of Contents
The following tables present loans individually evaluated for impairment by class of loans.
March 31, 2020
Unpaid
Principal
Recorded
Allowance
for Loan
Losses
Average
Recorded
Interest
Income
Cash Basis
Interest
(Dollar amounts in thousands)
Balance
Investment
Allocated
Investment
Recognized
Recognized
With no related allowance recorded:
Commercial
Commercial & Industrial
$
1,679
$
1,149
$
—
$
1,069
$
—
$
—
Farmland
1,324
1,324
—
1,661
—
—
Non Farm, Non Residential
3,512
3,512
—
1,756
—
—
Agriculture
—
—
—
—
—
—
All Other Commercial
26
26
—
27
—
—
Residential
First Liens
3,579
3,579
—
3,766
—
—
Home Equity
—
—
—
—
—
—
Junior Liens
—
—
—
—
—
—
Multifamily
—
—
—
—
—
—
All Other Residential
—
—
—
—
—
—
Consumer
Motor Vehicle
—
—
—
—
—
—
All Other Consumer
—
—
—
—
—
—
With an allowance recorded:
Commercial
Commercial & Industrial
141
141
42
145
—
—
Farmland
—
—
—
—
—
—
Non Farm, Non Residential
—
—
—
—
—
—
Agriculture
—
—
—
—
—
—
All Other Commercial
—
—
—
—
—
—
Residential
First Liens
—
—
—
—
—
—
Home Equity
—
—
—
—
—
—
Junior Liens
—
—
—
—
—
—
Multifamily
—
—
—
—
—
—
All Other Residential
—
—
—
—
—
—
Consumer
Motor Vehicle
—
—
—
—
—
—
All Other Consumer
—
—
—
—
—
—
TOTAL
$
10,261
$
9,731
$
42
$
8,424
$
—
$
—
10
Table of Contents
December 31, 2019
Unpaid
Principal
Recorded
Allowance
for Loan
Losses
Average
Recorded
Interest
Income
Cash Basis
Interest
Income
(Dollar amounts in thousands)
Balance
Investment
Allocated
Investment
Recognized
Recognized
With no related allowance recorded:
Commercial
Commercial & Industrial
$
1,519
$
989
$
—
$
848
$
—
$
—
Farmland
1,997
1,997
—
1,999
—
—
Non Farm, Non Residential
—
—
—
—
—
—
Agriculture
—
—
—
—
—
—
All Other Commercial
27
27
—
461
—
—
Residential
First Liens
3,952
3,952
—
4,055
—
—
Home Equity
—
—
—
—
—
—
Junior Liens
—
—
—
—
—
—
Multifamily
—
—
—
—
—
—
All Other Residential
—
—
—
—
—
—
Consumer
Motor Vehicle
—
—
—
—
—
—
All Other Consumer
—
—
—
—
—
—
With an allowance recorded:
Commercial
Commercial & Industrial
148
148
48
1,108
—
—
Farmland
—
—
—
84
—
—
Non Farm, Non Residential
—
—
—
—
—
Agriculture
—
—
—
138
—
—
All Other Commercial
—
—
—
—
—
—
Residential
First Liens
—
—
—
—
—
—
Home Equity
—
—
—
—
—
—
Junior Liens
—
—
—
—
—
—
Multifamily
—
—
—
—
—
—
All Other Residential
—
—
—
—
—
—
Consumer
Motor Vehicle
—
—
—
—
—
—
All Other Consumer
—
—
—
—
—
—
TOTAL
$
7,643
$
7,113
$
48
$
8,693
$
—
$
—
11
Table of Contents
Three Months Ended
March 31, 2020
Average
Recorded
Interest
Income
Cash Basis
Interest Income
(Dollar amounts in thousands)
Investment
Recognized
Recognized
With no related allowance recorded:
Commercial
Commercial & Industrial
$
1,069
$
—
$
—
Farmland
1,661
—
—
Non Farm, Non Residential
1,756
—
—
Agriculture
—
—
—
All Other Commercial
27
—
—
Residential
First Liens
3,766
—
—
Home Equity
—
—
—
Junior Liens
—
—
—
Multifamily
—
—
—
All Other Residential
—
—
—
Consumer
Motor Vehicle
—
—
—
All Other Consumer
—
—
—
With an allowance recorded:
Commercial
Commercial & Industrial
145
—
—
Farmland
—
—
—
Non Farm, Non Residential
—
—
—
Agriculture
—
—
—
All Other Commercial
—
—
—
Residential
First Liens
—
—
—
Home Equity
—
—
—
Junior Liens
—
—
—
Multifamily
—
—
—
All Other Residential
—
—
—
Consumer
Motor Vehicle
—
—
—
All Other Consumer
—
—
—
TOTAL
$
8,424
$
—
$
—
12
Table of Contents
Three Months Ended
March 31, 2019
Average
Recorded
Interest
Income
Cash Basis
Interest Income
(Dollar amounts in thousands)
Investment
Recognized
Recognized
With no related allowance recorded:
Commercial
Commercial & Industrial
$
788
$
—
$
—
Farmland
930
—
—
Non Farm, Non Residential
2,442
—
—
Agriculture
116
—
—
All Other Commercial
1,218
—
—
Residential
First Liens
2,032
—
—
Home Equity
—
—
—
Junior Liens
18
—
—
Multifamily
—
—
—
All Other Residential
—
—
—
Consumer
Motor Vehicle
—
—
—
All Other Consumer
—
—
—
With an allowance recorded:
Commercial
Commercial & Industrial
488
—
—
Farmland
3,041
—
—
Non Farm, Non Residential
—
—
—
Agriculture
537
—
—
All Other Commercial
—
—
—
Residential
First Liens
221
—
—
Home Equity
—
—
—
Junior Liens
—
—
—
Multifamily
—
—
—
All Other Residential
—
—
—
Consumer
Motor Vehicle
—
—
—
All Other Consumer
—
—
—
TOTAL
$
11,831
$
—
$
—
13
Table of Contents
The tables below presents the recorded investment in non-performing loans.
March 31, 2020
Loans Past
Due Over
90 Days Still
Troubled
Debt Restructured
Nonaccrual Excluding
(Dollar amounts in thousands)
Accruing
Accruing
Nonaccrual
TDR
Commercial
Commercial & Industrial
$
21
$
—
$
4
$
2,882
Farmland
6
—
—
1,534
Non Farm, Non Residential
—
—
—
3,980
Agriculture
—
—
—
3
All Other Commercial
—
—
—
62
Residential
First Liens
1,138
2,960
401
2,604
Home Equity
136
—
—
43
Junior Liens
21
83
8
99
Multifamily
—
—
—
—
All Other Residential
41
—
—
48
Consumer
Motor Vehicle
115
—
14
233
All Other Consumer
12
190
510
523
TOTAL
$
1,490
$
3,233
$
937
$
12,011
December 31, 2019
Loans Past
Due Over
90 Days Still
Troubled
Debt Restructured
Nonaccrual Excluding
(Dollar amounts in thousands)
Accruing
Accruing
Nonaccrual
TDR
Commercial
Commercial & Industrial
$
—
$
—
$
11
$
2,191
Farmland
5
—
—
2,410
Non Farm, Non Residential
—
—
—
441
Agriculture
—
—
—
485
All Other Commercial
—
—
—
114
Residential
First Liens
625
3,007
396
2,876
Home Equity
12
—
—
61
Junior Liens
51
94
9
175
Multifamily
—
—
—
—
All Other Residential
738
—
—
203
Consumer
Motor Vehicle
227
—
15
138
All Other Consumer
4
239
444
452
TOTAL
$
1,662
$
3,340
$
875
$
9,546
14
Table of Contents
Non-performing loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.
The following tables presents the aging of the recorded investment in loans by past due category and class of loans.
March 31, 2020
30-59 Days
60-89 Days
Greater
than 90 days
Total
(Dollar amounts in thousands)
Past Due
Past Due
Past Due
Past Due
Current
Total
Commercial
Commercial & Industrial
$
3,593
$
2,695
$
1,635
$
7,923
$
609,765
$
617,688
Farmland
115
—
1,417
1,532
133,247
134,779
Non Farm, Non Residential
4,842
7
44
4,893
379,990
384,883
Agriculture
—
6
—
6
144,779
144,785
All Other Commercial
929
—
43
972
292,928
293,900
Residential
First Liens
6,972
344
1,497
8,813
365,938
374,751
Home Equity
181
23
157
361
68,207
68,568
Junior Liens
379
4
29
412
55,153
55,565
Multifamily
1,621
—
—
1,621
143,192
144,813
All Other Residential
69
—
41
110
21,125
21,235
Consumer
Motor Vehicle
5,215
534
199
5,948
353,305
359,253
All Other Consumer
319
15
14
348
30,048
30,396
TOTAL
$
24,235
$
3,628
$
5,076
$
32,939
$
2,597,677
$
2,630,616
December 31, 2019
30-59 Days
60-89 Days
Greater
than 90 days
Total
(Dollar amounts in thousands)
Past Due
Past Due
Past Due
Past Due
Current
Total
Commercial
Commercial & Industrial
$
2,885
$
766
$
1,379
$
5,030
$
594,925
$
599,955
Farmland
132
—
2,089
2,221
137,730
139,951
Non Farm, Non Residential
3,749
104
—
3,853
398,854
402,707
Agriculture
277
128
—
405
162,794
163,199
All Other Commercial
—
—
109
109
288,845
288,954
Residential
First Liens
6,452
1,292
1,458
9,202
375,924
385,126
Home Equity
124
63
34
221
70,813
71,034
Junior Liens
384
43
137
564
54,533
55,097
Multifamily
—
—
—
—
148,282
148,282
All Other Residential
1,082
—
890
1,972
22,510
24,482
Consumer
Motor Vehicle
6,488
983
270
7,741
347,950
355,691
All Other Consumer
228
42
2
272
31,692
31,964
TOTAL
$
21,801
$
3,421
$
6,368
$
31,590
$
2,634,852
$
2,666,442
15
Table of Contents
During the three months ended
March 31, 2020
and
2019
, the terms of certain loans were modified as troubled debt restructurings (TDRs). The following tables present the activity for TDRs.
2020
(Dollar amounts in thousands)
Commercial
Residential
Consumer
Total
January 1,
$
11
$
3,485
$
698
$
4,194
Added
—
60
94
154
Charged Off
—
(6
)
(35
)
(41
)
Payments
(7
)
(101
)
(43
)
(151
)
March 31,
$
4
$
3,438
$
714
$
4,156
2019
(Dollar amounts in thousands)
Commercial
Residential
Consumer
Total
January 1,
145
4,043
618
4,806
Added
—
122
71
193
Charged Off
—
(16
)
(16
)
(32
)
Payments
(9
)
(130
)
(54
)
(193
)
March 31,
136
4,019
619
4,774
Modification of the terms of such loans typically include one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan. No modification in
2020
or
2019
resulted in the permanent reduction of the recorded investment in the loan. Modifications involving a reduction of the stated interest rate of the loan were for periods ranging from twelve months to five years. Modifications involving an extension of the maturity date were for periods ranging from twelve months to ten years. Troubled debt restructurings during the three months ended
March 31, 2020
and
2019
did not result in any material charge-offs or additional provision expense.
The Corporation has no allocations of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of
March 31, 2020
and
2019
. The Corporation has not committed to lend additional amounts as of
March 31, 2020
and
2019
to customers with outstanding loans that are classified as troubled debt restructurings. None of the charge-offs during the three months ended
March 31, 2020
and
2019
were of restructurings that had occurred in the previous 12 months.
The CARES Act includes a provision that permits a financial institution to elect to suspend temporarily troubled debt restructuring accounting under ASC Subtopic 310-40 in certain circumstances (“section 4013”). To be eligible under section 4013, a loan modification must be (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020. In response to this section of the CARES Act, the federal banking agencies issued a revised interagency statement on April 7, 2020 that, in consultation with the Financial Accounting Standards Board, confirmed that for loans not subject to section 4013, short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not troubled debt restructurings under ASC Subtopic 310-40. This includes short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. In the first quarter ending March 31, 2020, 81 loans totaling $110 million were modified, related to COVID-19, that were not considered troubled debt restructurings.
16
Table of Contents
Credit Quality Indicators:
The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Corporation analyzes loans individually by classifying the loans as to credit risk. This analysis includes non-homogeneous loans, such as commercial loans, with an outstanding balance greater than
$100 thousand
. Any consumer loans outstanding to a borrower who had commercial loans analyzed will be similarly risk rated. This analysis is performed on a quarterly basis. The Corporation uses the following definitions for risk ratings:
Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
Substandard: Loans classified as substandard are inadequately protected by the current net worth and debt service capacity of the borrower or of any pledged collateral. These loans have a well-defined weakness or weaknesses which have clearly jeopardized repayment of principal and interest as originally intended. They are characterized by the distinct possibility that the institution will sustain some future loss if the deficiencies are not corrected.
Doubtful: Loans classified as doubtful have all the weaknesses inherent in those graded substandard, with the added characteristic that the severity of the weaknesses makes collection or liquidation in full highly questionable or improbable based upon currently existing facts, conditions, and values.
Furthermore, non-homogeneous loans which were not individually analyzed, but are 90+ days past due or on non-accrual are classified as substandard. Loans included in homogeneous pools, such as residential or consumer may be classified as substandard due to 90+ days delinquency, non-accrual status, bankruptcy, or loan restructuring.
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. Loans listed as not rated are either those with an outstanding balance less than
$100 thousand
or are included in groups of homogeneous loans. As of
March 31, 2020
and
December 31, 2019
, and based on the most recent analysis performed, the risk category of loans by class of loans are as follows:
March 31, 2020
(Dollar amounts in thousands)
Pass
Special
Mention
Substandard
Doubtful
Not Rated
Total
Commercial
Commercial & Industrial
$
568,957
$
16,870
$
22,758
$
—
$
7,333
$
615,918
Farmland
115,976
9,213
7,753
—
62
133,004
Non Farm, Non Residential
366,697
4,427
12,149
—
685
383,958
Agriculture
118,014
3,999
19,193
—
498
141,704
All Other Commercial
288,600
3,095
1,025
—
36
292,756
Residential
First Liens
103,047
1,026
4,089
—
265,416
373,578
Home Equity
2,466
—
170
—
65,743
68,379
Junior Liens
2,189
34
171
—
53,045
55,439
Multifamily
143,064
110
1,315
—
—
144,489
All Other Residential
8,255
—
52
—
12,868
21,175
Consumer
Motor Vehicle
495
—
546
—
356,688
357,729
All Other Consumer
369
—
50
—
29,832
30,251
TOTAL
$
1,718,129
$
38,774
$
69,271
$
—
$
792,206
$
2,618,380
17
Table of Contents
December 31, 2019
(Dollar amounts in thousands)
Pass
Special
Mention
Substandard
Doubtful
Not Rated
Total
Commercial
Commercial & Industrial
$
549,341
$
19,253
$
26,349
$
5
$
2,761
$
597,709
Farmland
119,858
8,673
8,644
—
100
137,275
Non Farm, Non Residential
381,404
4,424
12,269
—
3,678
401,775
Agriculture
127,144
4,507
27,490
—
985
160,126
All Other Commercial
283,266
3,141
1,120
—
35
287,562
Residential
First Liens
174,338
926
4,382
—
204,266
383,912
Home Equity
18,417
—
134
11
52,280
70,842
Junior Liens
2,839
64
178
76
51,817
54,974
Multifamily
146,497
112
1,315
—
19
147,943
All Other Residential
12,624
—
205
—
11,577
24,406
Consumer
Motor Vehicle
2,880
—
538
—
350,780
354,198
All Other Consumer
3,155
—
38
—
28,615
31,808
TOTAL
$
1,821,763
$
41,100
$
82,662
$
92
$
706,913
$
2,652,530
18
Table of Contents
3.
Securities
The amortized cost and fair value of the Corporation’s investments are shown below. All securities are classified as available-for-sale.
March 31, 2020
(Dollar amounts in thousands)
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
U.S. Government agencies
$
98,780
$
2,762
$
(38
)
$
101,504
Mortgage Backed Securities - residential
235,774
9,082
—
244,856
Mortgage Backed Securities - commercial
21,891
798
—
22,689
Collateralized mortgage obligations
276,125
8,461
(220
)
284,366
State and municipal obligations
259,907
12,410
(188
)
272,129
Municipal taxable
725
1
—
726
U.S. Treasury
2,501
37
—
2,538
Collateralized debt obligations
—
3,233
—
3,233
TOTAL
$
895,703
$
36,784
$
(446
)
$
932,041
December 31, 2019
(Dollar amounts in thousands)
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
U.S. Government agencies
$
102,490
$
1,293
$
(150
)
$
103,633
Mortgage Backed Securities-residential
240,753
2,979
(350
)
243,382
Mortgage Backed Securities-commercial
22,036
73
(5
)
22,104
Collateralized mortgage obligations
280,797
1,735
(1,221
)
281,311
State and municipal obligations
253,277
11,265
(108
)
264,434
Municipal taxable
728
2
—
730
U.S. Treasury
7,494
10
—
7,504
Collateralized debt obligations
—
3,619
—
3,619
TOTAL
$
907,575
$
20,976
$
(1,834
)
$
926,717
Contractual maturities of debt securities at
March 31, 2020
were as follows. Securities not due at a single maturity or with no maturity date, primarily mortgage-backed and equity securities are shown separately.
Available-for-Sale
Amortized
Fair
(Dollar amounts in thousands)
Cost
Value
Due in one year or less
$
10,297
$
10,359
Due after one but within five years
57,759
59,055
Due after five but within ten years
43,921
45,180
Due after ten years
249,936
265,536
361,913
380,130
Mortgage-backed securities and collateralized mortgage obligations
533,790
551,911
TOTAL
$
895,703
$
932,041
There were
$244 thousand
in gross gains and $50 thousand in losses from investment sales/calls realized by the Corporation for the three months ended
March 31, 2020
. For the three months ended
March 31, 2019
there were
$2 thousand
in gross gains and $6 thousand in losses on sales of investment securities.
19
Table of Contents
The following tables show the securities’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in continuous unrealized loss position, at
March 31, 2020
and
December 31, 2019
.
March 31, 2020
Less Than 12 Months
More Than 12 Months
Total
Unrealized
Unrealized
Unrealized
(Dollar amounts in thousands)
Fair Value
Losses
Fair Value
Losses
Fair Value
Losses
U.S. Government agencies
$
3,756
$
(38
)
$
—
$
—
$
3,756
$
(38
)
Mortgage Backed Securities - Residential
$
—
$
—
$
—
$
—
$
—
$
—
Collateralized mortgage obligations
9,178
(220
)
—
—
9,178
(220
)
State and municipal obligations
8,587
(131
)
464
(57
)
9,051
(188
)
U.S. Treasury
—
—
—
—
—
—
Total temporarily impaired securities
$
21,521
$
(389
)
$
464
$
(57
)
$
21,985
$
(446
)
December 31, 2019
Less Than 12 Months
More Than 12 Months
Total
Unrealized
Unrealized
Unrealized
(Dollar amounts in thousands)
Fair Value
Losses
Fair Value
Losses
Fair Value
Losses
US Government Agencies
$
29,183
$
(150
)
$
—
$
—
$
29,183
$
(150
)
Mortgage Backed Securities - Residential
$
55,665
$
(243
)
$
18,724
$
(107
)
$
74,389
$
(350
)
Mortgage Backed Securities - Commercial
4,391
(5
)
—
—
4,391
(5
)
Collateralized mortgage obligations
33,398
(314
)
61,781
(907
)
95,179
(1,221
)
State and municipal obligations
8,996
(61
)
461
(47
)
9,457
(108
)
Total temporarily impaired securities
$
131,633
$
(773
)
$
80,966
$
(1,061
)
$
212,599
$
(1,834
)
Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI model. Investment securities are generally evaluated for OTTI under FASB ASC 320,
Investments - Debt and Equity Securities
. However, certain purchased beneficial interests, including non-agency mortgage-backed securities, asset-backed securities, and collateralized debt obligations, that had credit ratings at the time of purchase of below AA are evaluated using the model outlined in FASB ASC 325-40,
Beneficial Interests in Securitized Financial Assets.
When OTTI occurs under either model, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the OTTI shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.
Gross unrealized losses on investment securities were
$446 thousand
as of
March 31, 2020
and
$1.8 million
as of
December 31, 2019
. A majority of these losses represent negative adjustments to market value relative to the interest rate environment reflecting the increase in market rates and not losses related to the creditworthiness of the issuer. Based upon our review of the issuers, we do not believe these investments to be other than temporarily impaired. Management does not intend to sell these securities and it is not more likely than not that we will be required to sell them before their anticipated recovery.
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There is one remaining collateralized debt obligations security with previously recorded OTTI but there was no additional OTTI recorded in
2020
or
2019
. During the quarter ended June 30, 2018, an obligation was called, resulting in the elimination of the OTTI associated with that obligation. A recovery of previously recorded OTTI of $4.2 million was received and recognized in non-interest income for the period. In addition the Corporation received $2.4 million of interest income associated with the call.
The table below presents a rollforward of the credit losses recognized in earnings for the three month period ended
March 31, 2020
and
2019
:
Three Months Ended March 31,
(Dollar amounts in thousands)
2020
2019
Beginning balance
$
2,974
$
2,974
Increases to the amount related to the credit
Loss for which other-than-temporary was previously recognized
—
—
Reductions for increases in cash flows collected
—
—
Reductions for securities called during the period
—
—
Ending balance
$
2,974
$
2,974
4.
Fair Value
FASB ASC No. 820-10 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1: Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level I prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The fair value of most securities available for sale is determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).
For those securities that cannot be priced using quoted market prices or observable inputs a Level 3 valuation is determined. These securities are primarily trust preferred securities, which are priced using Level 3 due to current market illiquidity and certain investments in state and municipal securities. The fair value of the trust preferred securities is obtained from a third party provider without adjustment. As described previously, management obtains values from other pricing sources to validate the Standard & Poors pricing that they currently utilize. The fair value of state and municipal obligations are derived by comparing the securities to current market rates plus an appropriate credit spread to determine an estimated value. Illiquidity spreads are then considered. Credit reviews are performed on each of the issuers. The significant unobservable inputs used in the fair value measurement of the Corporation’s state and municipal obligations are credit spreads related to specific issuers. Significantly higher credit spread assumptions would result in significantly lower fair value measurement. Conversely, significantly lower credit spreads would result in a significantly higher fair value measurements.
The fair value of derivatives is based on valuation models using observable market data as of the measurement date (Level 2 inputs).
March 31, 2020
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
(Dollar amounts in thousands)
Level 1
Level 2
Level 3
Total
U.S. Government agencies
$
—
$
101,504
$
—
$
101,504
Mortgage Backed Securities-residential
—
244,856
—
244,856
Mortgage Backed Securities-commercial
—
22,689
—
22,689
Collateralized mortgage obligations
—
284,366
—
284,366
State and municipal
—
269,894
2,235
272,129
Municipal taxable
—
726
—
726
U.S. Treasury
—
2,538
—
2,538
Collateralized debt obligations
—
—
3,233
3,233
TOTAL
$
—
$
926,573
$
5,468
$
932,041
Derivative Assets
2,742
Derivative Liabilities
(2,742
)
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December 31, 2019
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
(Dollar amounts in thousands)
Level 1
Level 2
Level 3
Total
U.S. Government agencies
$
—
$
103,633
$
—
$
103,633
Mortgage Backed Securities-residential
—
243,382
—
243,382
Mortgage Backed Securities-commercial
—
22,104
—
22,104
Collateralized mortgage obligations
—
281,311
—
281,311
State and municipal
—
261,869
2,565
264,434
Municipal taxable
—
730
—
730
U.S. Treasury
—
7,504
—
7,504
Collateralized debt obligations
—
—
3,619
3,619
TOTAL
$
—
$
920,533
$
6,184
$
926,717
Derivative Assets
828
Derivative Liabilities
(828
)
There were no transfers between Level 1 and Level 2 during
2020
and
2019
.
The tables below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended
March 31, 2020
and the year ended
December 31, 2019
.
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Three Months Ended March 31, 2020
(Dollar amounts in thousands)
State and
municipal
obligations
Collateralized
debt
obligations
Total
Beginning balance, January 1
$
2,565
$
3,619
$
6,184
Total realized/unrealized gains or losses
Included in earnings
—
—
—
Included in other comprehensive income
—
(386
)
(386
)
Transfers
—
—
—
Settlements
(330
)
—
(330
)
Ending balance, March 31
$
2,235
$
3,233
$
5,468
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Year Ended December 31, 2019
(Dollar amounts in thousands)
State and
municipal
obligations
Collateralized
debt
obligations
Total
Beginning balance, January 1
$
3,135
$
3,258
$
6,393
Total realized/unrealized gains or losses
Included in earnings
—
—
—
Included in other comprehensive income
—
498
498
Purchases
—
—
—
Settlements
(570
)
(137
)
(707
)
Ending balance, December 31
$
2,565
$
3,619
$
6,184
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The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at
March 31, 2020
.
(Dollar amounts in thousands)
Fair Value
Valuation Technique(s)
Unobservable Input(s)
Range
State and municipal obligations
$
2,235
Discounted cash flow
Discount rate
Probability of default
3.09%-4.44% 0%
Other real estate
$
3,894
Sales comparison/income approach
Discount rate for age of appraisal and market conditions
5.00%-20.00%
Impaired Loans
$
99
Sales comparison/income approach
Discount rate for age of appraisal and market conditions
0.00%-50.00%
The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at
December 31, 2019
.
(Dollar amounts in thousands)
Fair Value
Valuation Technique(s)
Unobservable Input(s)
Range
State and municipal obligations
$
2,565
Discounted cash flow
Discount rate
Probability of default
2.87%-4.44% 0%
Other real estate
$
3,625
Sales comparison/income approach
Discount rate for age of appraisal and market conditions
5.00%-20.00%
Impaired Loans
100
Sales comparison/income approach
Discount rate for age of appraisal and market conditions
0.00%-50.00%
Impaired loans disclosed in footnote 2, which are measured for impairment using the fair value of collateral, are valued at Level 3. They are carried at a fair value of
$99 thousand
, after a valuation allowance of
$42 thousand
at
March 31, 2020
and at a fair value of
$100 thousand
, net of a valuation allowance of
$48 thousand
at
December 31, 2019
. The impact to the provision for loan losses for the three months ended
March 31, 2020
and for the twelve months ended
December 31, 2019
was a
$6 thousand
decrease, and a
$689 thousand
decrease, respectively. Other real estate owned is valued at Level 3. Other real estate owned at
March 31, 2020
with a value of
$3.9 million
was reduced
$50 thousand
for fair value adjustment. At
March 31, 2020
other real estate owned was comprised of
$3.5 million
from commercial loans and
$411 thousand
from residential loans. Other real estate owned at
December 31, 2019
with a value of
$3.6 million
was reduced
$64 thousand
for fair value adjustment. At
December 31, 2019
other real estate owned was comprised of
$3.5 million
from commercial loans and
$142 thousand
from residential loans.
Fair value is measured based on the value of the collateral securing those loans, and is determined using several methods. Generally the fair value of real estate is determined based on appraisals by qualified licensed appraisers. Appraisals for real estate generally use three methods to derive value: cost, sales or market comparison and income approach. The cost method bases value on the cost to replace current property. The market comparison evaluates the sales price of similar properties in the same market area. The income approach considers net operating income generated by the property and the investor’s required return. The final fair value is based on a reconciliation of these three approaches. If an appraisal is not available, the fair value may be determined by using a cash flow analysis, a broker’s opinion of value, the net present value of future cash flows, or an observable market price from an active market. Fair value of other real estate is based upon the current appraised values of the properties as determined by qualified licensed appraisers and the Company’s judgment of other relevant market conditions. Appraisals are obtained annually and reductions in value are recorded as a valuation through a charge to expense. The primary unobservable input used by management in estimating fair value are additional discounts to the appraised value to consider market conditions and the age of the appraisal, which are based on management’s past experience in resolving these types of properties. These discounts range from
0%
to
50%
. Values for non-real estate collateral, such as business equipment, are based on appraisals performed by qualified licensed appraisers or the customers financial statements. Values for non real estate collateral use much higher discounts than real estate collateral. Other real estate and impaired loans carried at fair value are primarily comprised of smaller balance properties.
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Table of Contents
The following tables presents loans identified as impaired by class of loans, and carried at fair value on a non-recurring basis, as of
March 31, 2020
and
December 31, 2019
, which are all considered Level 3.
March 31, 2020
(Dollar amounts in thousands)
Carrying
Value
Allowance
for Loan
Losses
Allocated
Fair Value
Commercial
Commercial & Industrial
$
141
$
42
$
99
Farmland
—
—
—
Non Farm, Non Residential
—
—
—
Agriculture
—
—
—
All Other Commercial
—
—
—
Residential
First Liens
—
—
—
Home Equity
—
—
—
Junior Liens
—
—
—
Multifamily
—
—
—
All Other Residential
—
—
—
Consumer
Motor Vehicle
—
—
—
All Other Consumer
—
—
—
TOTAL
$
141
$
42
$
99
December 31, 2019
(Dollar amounts in thousands)
Carrying
Value
Allowance
for Loan
Losses
Allocated
Fair Value
Commercial
Commercial & Industrial
$
148
$
48
$
100
Farmland
—
—
—
Non Farm, Non Residential
—
—
—
Agriculture
—
—
—
All Other Commercial
—
—
—
Residential
First Liens
—
—
—
Home Equity
—
—
—
Junior Liens
—
—
—
Multifamily
—
—
—
All Other Residential
—
—
—
Consumer
Motor Vehicle
—
—
—
All Other Consumer
—
—
—
TOTAL
$
148
$
48
$
100
The carrying amounts and estimated fair value of financial instruments at
March 31, 2020
and
December 31, 2019
, are shown below. Carrying amount is the estimated fair value for cash and due from banks, federal funds sold, short-term borrowings, accrued interest receivable and payable, demand deposits, short-term debt and variable-rate loans or deposits that reprice frequently and fully. Security fair values were described previously. For fixed-rate, non-impaired loans or deposits, variable rate loans or deposits with infrequent repricing or repricing limits, and for longer-term borrowings, fair value is based on discounted cash flows using current market rates applied to the estimated life and considering credit risk. The valuation of impaired loans was described previously. Loan fair value estimates represent an exit price. Fair values of loans held for sale are based on market bids on the
24
Table of Contents
loans or similar loans. It was not practicable to determine the fair value of Federal Home Loan Bank stock due to restrictions placed on its transferability. Fair value of debt is based on current rates for similar financing. The fair value of off-balance sheet items is not considered material.
March 31, 2020
Carrying
Fair Value
(Dollar amounts in thousands)
Value
Level 1
Level 2
Level 3
Total
Cash and due from banks
$
211,034
$
31,450
$
179,584
$
—
$
211,034
Federal funds sold
1
—
1
—
1
Securities available-for-sale
932,041
—
926,573
5,468
932,041
Restricted stock
15,400
n/a
n/a
n/a
n/a
Loans, net
2,601,574
—
—
2,703,088
2,703,088
Accrued interest receivable
17,098
—
5,000
12,098
17,098
Deposits
(3,291,231
)
—
(3,302,047
)
—
(3,302,047
)
Short-term borrowings
(83,784
)
—
(83,784
)
—
(83,784
)
Other borrowings
(27,494
)
—
(27,938
)
—
(27,938
)
Accrued interest payable
(1,481
)
—
(1,481
)
—
(1,481
)
December 31, 2019
Carrying
Fair Value
(Dollar amounts in thousands)
Value
Level 1
Level 2
Level 3
Total
Cash and due from banks
$
127,426
$
26,275
$
101,151
$
—
$
127,426
Federal funds sold
7,500
—
7,500
—
7,500
Securities available-for-sale
926,717
—
920,533
6,184
926,717
Restricted stock
15,394
n/a
n/a
n/a
n/a
Loans, net
2,636,447
—
—
2,648,692
2,648,692
Accrued interest receivable
18,523
—
3,583
14,940
18,523
Deposits
(3,275,357
)
—
(3,278,099
)
—
(3,278,099
)
Short-term borrowings
(80,119
)
—
(80,119
)
—
(80,119
)
Other borrowings
(30,973
)
—
(31,143
)
—
(31,143
)
Accrued interest payable
(1,739
)
—
(1,739
)
—
(1,739
)
5.
Short-Term Borrowings
Period–end short-term borrowings were comprised of the following:
(000 's)
March 31, 2020
December 31, 2019
Federal Funds Purchased
$
2,150
$
900
Repurchase Agreements
81,634
79,219
$
83,784
$
80,119
The Corporation enters into sales of securities under agreements to repurchase. The amounts received under these agreements represent short-term borrowings and are reflected as a liability in the consolidated balance sheets. The securities underlying these agreements are included in investment securities in the consolidated balance sheets. The Corporation has no control over the market value of the securities, which fluctuates due to market conditions. However, the Corporation is obligated to promptly transfer additional securities if the market value of the securities falls below the repurchase agreement price. The Corporation manages this risk by maintaining an unpledged securities portfolio that it believes is sufficient to cover a decline in the market value of the securities sold under agreements to repurchase.
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Table of Contents
Collateral pledged to repurchase agreements by remaining maturity are as follows:
March 31, 2020
Repurchase Agreements
Remaining Contractual Maturity of the Agreements
(Dollar amounts in thousands)
Overnight and continuous
Up to 30 days
30 - 90 days
Greater than 90 days
Total
Mortgage Backed Securities - Residential and Collateralized Mortgage Obligations
$
75,739
$
90
$
65
$
5,740
$
81,634
December 31, 2019
Repurchase Agreements
Remaining Contractual Maturity of the Agreements
(Dollar amounts in thousands)
Overnight and continuous
Up to 30 days
30 - 90 days
Greater than 90 days
Total
Mortgage Backed Securities - Residential and Collateralized Mortgage Obligations
$
69,709
$
1,927
$
6,552
$
1,031
$
79,219
6.
Components of Net Periodic Benefit Cost
Three Months Ended March 31,
(000's)
Pension Benefits
Post-Retirement
Health Benefits
2020
2019
2020
2019
Service cost
$
325
$
304
$
10
$
9
Interest cost
779
866
31
36
Expected return on plan assets
(1,050
)
(896
)
—
—
Net amortization of prior service cost
—
—
—
—
Net amortization of net (gain) loss
492
389
—
(4
)
Net Periodic Benefit Cost
$
546
$
663
$
41
$
41
Employer Contributions
First Financial Corporation previously disclosed in its financial statements for the year ended
December 31, 2019
that it expected to contribute
$3.7 million
and $
736 thousand
respectively to its Pension Plan and ESOP and
$251 thousand
to the Post Retirement Health Benefits Plan in
2020
. Contributions of
$435 thousand
have been made to the Pension Plan thus far in
2020
. Contributions of
$60 thousand
have been made through the first three months of
2020
for the Post Retirement Health Benefits plan. No contributions have been made in
2020
for the ESOP. The Pension plan was frozen for most employees at the end of 2012 and for those employees there will be discretionary contributions to the ESOP plan and a 401K plan in place of the former Pension benefit. In the first three months of
2020
and
2019
there has been
$412 thousand
and
$390 thousand
of expense accrued for potential contributions to these alternative retirement benefit options.
7.
New accounting standards
Accounting Pronouncements Adopted:
In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. ASU No. 2017-04 is effective for interim and annual reporting
26
Table of Contents
periods beginning after December 15, 2019, applied prospectively. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Corporation adopted ASU 2017-04 on January 1, 2020. There was not a significant impact to accounting and disclosures.
In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.
This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU No. 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. The Corporation adopted ASU 2018-13 on January 1, 2020. As ASU No. 2018-13 only revises disclosure requirements, it did not have a material impact on the Corporation’s financial statements.
In September 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This ASU requires an entity in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. Capitalized implementation costs should be presented in the same line item on the balance sheet as amounts prepaid for the hosted service, if any (generally as an “other asset”). The capitalized costs will be amortized over the term of the hosting arrangement, with the amortization expense being presented in the same income statement line item as the fees paid for the hosted service. ASU 2018-15 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. The Corporation adopted ASU 2018-15 on January 1, 2020. ASU 2018-15 did not have a material impact on the Corporation’s financial statements.
Recent Accounting Pronouncements:
In June 2016 ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments (ASU 2016-13), was issued and requires entities to use a current expected credit loss ("CECL") model which is a
new impairment model based on expected losses rather than incurred losses. Under this model an entity would recognize an
impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from
financial assets measured at amortized cost. The entity's estimate would consider relevant information about past events,
current conditions, and reasonable and supportable forecasts, which will result in recognition of lifetime expected credit losses
upon loan origination. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019,
with early adoption permitted for annual reporting periods beginning after December 15, 2018.
The Corporation formed a cross-functional internal management committee and engaged a third party vendor to assist with the
transition to the guidance set forth in this update. The new allowance model implemented by the Corporation estimates credit
losses over the expected life of the portfolio and includes a qualitative framework to account for the drivers of losses that are
not captured by the quantitative model. The results continue to be utilized to refine our models and estimation techniques.
Documentation of new methodologies and internal controls that will be implemented as part of CECL as well as model
validation is also being finalized. While the committee continues to analyze and modify calculations, the Corporation currently
expects the adoption of ASU 2016-13 will result in an increase in allowance for loan losses amount at January 1, 2020 in the
range of $15 million to $25 million. The allowance for credit losses also increased due to the requirement to record an
allowance on acquired loan portfolios, previously recorded at fair value. Once finalized, the cumulative effect adjustment, as a
result of the adoption of this guidance, was originally to be recorded on January 1, 2020, net of tax, as an adjustment to retained earnings. This estimate is subject to change as key assumptions are refined and model validations are finalized.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed by the President of the United States that included an option for entities to delay the implementation of ASU 2016-13 until the earlier of the termination date of the national emergency declaration by the President or December 31, 2020. Due to the uncertainty on the economy and unemployment from COVID-19, the Corporation has determined to delay its implementation of ASU 2016-13 and has calculated and recorded its provision for loan losses under the incurred loss model that existed prior to ASU 2016-13.
In August 2018, the FASB issued ASU No. 2018-14, Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans.
This ASU makes minor changes to the disclosure requirements for employers that sponsor defined benefit pension and/or other postretirement benefit plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020; early adoption is permitted. As ASU 2018-14 only revises disclosure requirements, it will not have a material impact on the Corporation’s financial statements.
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Table of Contents
In December 2019, the FASB issued ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” These amendments remove specific exceptions to the general principles in Topic 740 in GAAP. It eliminates the need for an organization to analyze whether the following apply in a given period: exception to the incremental approach for intraperiod tax allocation; exceptions to accounting for basis differences where there are ownership changes in foreign investments; and exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. It also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacts changes in tax laws in interim periods. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Corporation is assessing ASU 2019-12 and its impact on its accounting and disclosure.
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Table of Contents
8.
Revenue from Contracts with Customers
All of the Corporation's revenue from contracts with customers in the scope of ASC 606 is recognized within Non-Interest Income. The following table presents the Corporation's sources of Non-Interest Income for the three months ended
March 31, 2020
and
2019
. Items outside the scope of ASC 606 are noted as such.
Three Months Ended March 31,
(Dollar amounts in thousands)
2020
2019
Non-interest income
Service charges on deposits and debit card fee income
$
5,482
$
2,988
Asset management fees
1,291
1,147
Interchange income
91
74
Net gains on sales of loans
(a)
698
420
Loan servicing fees
(a)
325
318
Net gains/(losses) on sales of securities
(a)
194
(4
)
Other service charges and fees
(a)
392
2,320
Other
(b)
622
373
Total non-interest income
$
9,095
$
7,636
(a)
Not within the scope of ASC 606.
(b)
The Other category includes gains/(losses) on the sale of OREO for the three months ended March 31, 2020 and March 31, 2019, totaling
$(6) thousand
and
$(20) thousand
, respectively, which is within the scope of ASC 606; the remaining balance is outside the scope of ASC 606.
Service charges on deposits
: The Corporation earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Corporation fulfills the customer's request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Corporation satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer's account balance.
Asset management fees
: The Corporation earns asset management fees from its contracts with trust customers to manage assets for investment, and/or to transact on their accounts. These fees are primarily earned over time as the Corporation provides the contracted monthly or quarterly services and are generally assessed based on a tiered scale of the market value of assets under management at month-end. Fees that are transaction based, including trade execution services, are recognized at the point in time that the transaction is executed, i.e. the trade date. Other related services provided and the fees the Corporation earns, which are based on a fixed fee schedule, are recognized when the services are rendered.
Interchange income
: The Corporation earns interchange fees from debit and credit cardholder transactions conducted through the payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.
Gains/Losses on sales of OREO
: The Corporation records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Corporation finances the sale of OREO to the buyer, the Corporation assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Corporation adjusts the transaction price and related gain (loss) on sale if a significant financing component is present.
29
Table of Contents
9.
Acquisitions
On July 27, 2019, the Corporation completed its acquisition of HopFed Bancorp, Inc. and its banking subsidiary, Heritage Bank. Therefore, the results of HopFed have been included in the results of operations beginning on July 27, 2019. Pursuant to the terms of the merger agreement, each issued and outstanding share of HopFed common stock, $0.01 par value per share, was converted into the right to receive, at the stockholder's election, either (or a combination of) 0.444 shares of Corporation common stock, without par value, or $21.00 in cash, subject to proration provisions specified in the merger agreement that provide for an aggregate split of 50% of shares of HopFed Common Stock being exchanged for Corporation Common Stock and 50% for cash, with cash to be paid in lieu of fractional shares. Each outstanding share of Corporation common stock remained outstanding and was unaffected by the merger. Acquisition-related costs of $3.3 million are included in the Corporation's income statement for the year ended December 31, 2019.
Goodwill of $44.2 million arising from the acquisition consisted largely of synergies and the cost savings resulting from the combining of the operations of the companies. The goodwill is not deductible for income tax purposes as the transaction was accounted for as a tax-free exchange. The following table summarizes the consideration paid and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date.
(Dollar amounts in thousands)
As Initially Reported
Measurement Period Adjustments
As Adjusted
Consideration
Cash consideration
$
67,348
$
—
$
67,348
Stock consideration
61,878
—
61,878
Fair value of total consideration transferred
$
129,226
$
—
$
129,226
Assets acquired
Cash
$
34,518
$
34,518
Investment securities available-for-sale
174,851
174,851
Bank owned life insurance
10,693
10,693
Federal Home Loan Bank stock
4,428
4,428
Loans
657,179
1,719
658,898
Premises and equipment
25,316
(6,494
)
18,822
Core deposit intangibles
10,369
10,369
Other real estate owned
3,364
3,364
Other assets
6,596
1,600
8,196
Total assets acquired
927,314
(3,175
)
924,139
Liabilities assumed
Deposits
735,526
735,526
FHLB advances
20,775
20,775
Other borrowings
75,783
75,783
Other liabilities
7,066
7,066
Total liabilities assumed
839,150
—
839,150
Net identifiable assets
88,164
(3,175
)
84,989
Goodwill
$
41,062
$
3,175
$
44,237
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The fair value of net assets acquired includes fair value adjustments to certain receivables that were not considered impaired as of the acquisition date. The fair value adjustments were determined using discounted contractual cash flows. However, the Corporation believes that all contractual cash flows related to these financial instruments will be collected. As such, these receivables were not considered impaired at the acquisition date and were not subject to guidance relating to purchase credit impaired loans, which have shown evidence of credit deterioration since origination.
The following table presents supplemental pro forma information as if the acquisition had occurred at the beginning of 2018. The unaudited pro forma information includes adjustments for interest income on loans and securities acquired, interest expense on deposits acquired, and the related income tax effects. The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transactions been effected on the assumed dates.
Year ended December 31,
(Dollar amounts in thousands, except per share data)
2019
2018
Net interest income
$
147,581
$
145,136
Net income
$
51,088
$
52,252
Basic and diluted earnings per share
$
3.97
$
4.26
FASB ASC 310-30,
Loans and Debt Securities Acquired with Deteriorated Credit Quality,
applies to a loan with evidence of deterioration of credit quality since origination, acquired by completion of a transfer for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable. FASB ASC 310-30 prohibits carrying over or creating an allowance for loan losses upon initial recognition.
Purchase credit impaired loans purchased during the year ended December 31, 2019, for which it was probable at acquisition that all contractually required payments would not be collected are as follows:
(Dollar amount in thousands)
As Initially Reported
Measurement Period Adjustments
As Adjusted
Contractually required payments receivable of loans purchased during the year:
Commercial
$
16,530
$
(3,523
)
$
13,007
Consumer
391
(296
)
95
$
16,921
$
(3,819
)
$
13,102
Fair value of acquired loans at acquisition
$
8,870
$
(1,857
)
$
7,013
The carrying amount of loans accounted for in accordance with FASB ASC 310-30 at
March 31, 2020
and
2019
are shown in the following tables:
2020
(Dollar amounts in thousands)
Commercial
Consumer
Total
Beginning balance, January 1,
$
7,269
$
—
$
7,269
Discount accretion
—
—
—
Disposals
(922
)
—
(922
)
ASC 310-30 Loans, March 31,
$
6,347
$
—
$
6,347
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Table of Contents
2019
(Dollar amounts in thousands)
Commercial
Consumer
Total
Beginning balance, January 1,
$
1,530
$
—
$
1,530
Discount accretion
—
—
—
Disposals
(36
)
—
(36
)
ASC 310-30 Loans, March 31,
$
1,494
$
—
$
1,494
10.
Accumulated Other Comprehensive Income
The following tables summarize the changes, net of tax, within each classification of accumulated other comprehensive income/(loss) for the three months ended
March 31, 2020
and
2019
.
Unrealized
gains and
2020
(Losses) on
available-
for-sale
Retirement
(Dollar amounts in thousands)
Securities
plans
Total
Beginning balance, January 1,
$
14,893
$
(22,394
)
$
(7,501
)
Change in other comprehensive income (loss) before reclassification
13,244
—
13,244
Amounts reclassified from accumulated other comprehensive income
(146
)
404
258
Net current period other comprehensive income (loss)
13,098
404
13,502
Ending balance, March 31,
$
27,991
$
(21,990
)
$
6,001
Unrealized
gains and
2019
(Losses) on
available-
for-sale
Retirement
(Dollar amounts in thousands)
Securities
plans
Total
Beginning balance, January 1,
$
(6,105
)
$
(17,349
)
$
(23,454
)
Change in other comprehensive income (loss) before reclassification
10,221
—
10,221
Amounts reclassified from accumulated other comprehensive income
3
303
306
Net current period other comprehensive income (loss)
10,224
303
10,527
Ending balance, March 31,
$
4,119
$
(17,046
)
$
(12,927
)
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Table of Contents
Balance
at
Current
Period
Balance
at
(Dollar amounts in thousands)
1/1/2020
Change
3/31/2020
Unrealized gains (losses) on securities available-for-sale
without other than temporary impairment
$
12,178
$
13,388
$
25,566
Unrealized gains (losses) on securities available-for-sale
with other than temporary impairment
2,715
(290
)
2,425
Total unrealized loss on securities available-for-sale
$
14,893
$
13,098
$
27,991
Unrealized gain (loss) on retirement plans
(22,394
)
404
(21,990
)
TOTAL
$
(7,501
)
$
13,502
$
6,001
Balance
at
Current
Period
Balance
at
(Dollar amounts in thousands)
1/1/2019
Change
3/31/2019
Unrealized gains (losses) on securities available-for-sale
without other than temporary impairment
$
(8,446
)
$
10,166
$
1,720
Unrealized gains (losses) on securities available-for-sale
with other than temporary impairment
2,341
58
2,399
Total unrealized gain (loss) on securities available-for-sale
$
(6,105
)
$
10,224
$
4,119
Unrealized loss on retirement plans
(17,349
)
303
(17,046
)
TOTAL
$
(23,454
)
$
10,527
$
(12,927
)
Three Months Ended March 31, 2020
Details about accumulated
Amount reclassified from
Affected line item in
other comprehensive
accumulated other
the statement where
income components
comprehensive income
net income is presented
(in thousands)
Unrealized gains and losses
$
194
Net securities gains (losses)
on available-for-sale
(48
)
Income tax expense
securities
$
146
Net of tax
Amortization of
$
(492
)
(a) Salary and benefits
retirement plan items
88
Income tax expense
$
(404
)
Net of tax
Total reclassifications for the period
$
(258
)
Net of tax
(a) Included in the computation of net periodic benefit cost. (see Footnote 6 for additional details).
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Table of Contents
Three Months Ended March 31, 2019
Details about accumulated
Amount reclassified from
Affected line item in
other comprehensive
accumulated other
the statement where
income components
comprehensive income
net income is presented
(in thousands)
Unrealized gains and losses
$
(4
)
Net securities gains (losses)
on available-for-sale
1
Income tax expense
securities
$
(3
)
Net of tax
Amortization of
$
(389
)
(a) Salary and benefits
retirement plan items
86
Income tax expense
$
(303
)
Net of tax
Total reclassifications for the period
$
(306
)
Net of tax
(a) Included in the computation of net periodic benefit cost. (see Footnote 6 for additional details).
34
Table of Contents
11.
Leases
The Corporation leases certain branches under operating leases. At
March 31, 2020
, the Corporation had lease liabilities totaling $5,845,000 and right-of-use assets totaling $5,831,000 related to these leases. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively. For the three months ended
March 31, 2020
, the weighted average remaining lease term for operating leases was 11.4 years and the weighted average discount rate used in the measurement of operating lease liabilities was 2.92%.
The calculated amount of the lease liabilities and right-of-use assets are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Corporation's lease agreements often include one or more options to renew at the Corporation's discretion. If at lease inception, the Corporation considers the exercising of a renewal option to be reasonably certain, the Corporation will include the extended term in the calculation of the lease liability and right-of-use asset. Regarding the discount rate, the new standard requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Corporation utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was used.
The following table represents lease costs and other lease information. As the Corporation elected, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities.
Lease costs were as follows:
(Dollar amounts in thousands)
Three Months Ended March 31, 2020
Operating lease cost
$
250
Short-term lease cost
27
Variable lease cost
7
Total lease cost
$
284
Other information:
Cash paid for amounts included in the measurement of operating lease liabilities
213
Right-of-use assets obtained in exchange for new operating lease liabilities
6,643
Future minimum payments for operating leases with initial or remaining terms of one year or more as of
March 31, 2020
were as follows:
(Dollar amounts in thousands)
March 31, 2020
Twelve Months Ended March 31,
2021
$
786
2022
763
2023
763
2024
683
2025
636
Thereafter
3,268
Total Future Minimum Lease Payments
6,899
Amounts Representing Interest
(1,054
)
Present Value of Net Future Minimum Lease Payments
$
5,845
35
Table of Contents
ITEMS 2. and 3.
Management's Discussion and Analysis of Financial Condition and Results of Operations
and Quantitative and Qualitative Disclosures About Market Risk
The purpose of this discussion is to point out key factors in the Corporation’s recent performance compared with earlier periods. The discussion should be read in conjunction with the financial statements beginning on page three of this report. All figures are for the consolidated entities. It is presumed the readers of these financial statements and of the following narrative have previously read the Corporation’s financial statements for
2019
in the 10-K filed for the fiscal year ended
December 31, 2019
.
This Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, the Corporation’s ability to effectively execute its business plans; changes in general economic and financial market conditions; changes in interest rates; changes in the competitive environment; continuing consolidation in the financial services industry; new litigation or changes in existing litigation; losses, customer bankruptcy, claims and assessments; changes in banking regulations or other regulatory or legislative requirements affecting the Corporation’s business; and changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies. Risks related to COVID-19 include the disruption of local, regional, national and global economic activity caused by infectious disease outbreaks, including the recent outbreak of coronavirus, or COVID-19, and the significant impact that such outbreak has had and may have on our growth, operations, earnings and asset quality; changes in asset quality, including increases in default rates on loans and higher levels of nonperforming loans and loan charge-offs generally, and specifically resulting from the economic dislocation caused by the COVID-19 pandemic; inaccuracy of the assumptions and estimates that the management of our Corporation makes in establishing reserves for probable loan losses and other estimates generally, and specifically as a result of the effect of the COVID-19 pandemic; and an increase in the rate of personal or commercial customers' bankruptcies generally, and specifically as a result of the COVID-19 pandemic. Additional information concerning factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements is available in the Corporation’s Form 10-K for the year ended
December 31, 2019
, and subsequent filings with the United States Securities and Exchange Commission (SEC). Copies of these filings are available at no cost on the SEC’s Web site at www.sec.gov or on the Corporation’s Web site at www.first-online.com. Management may elect to update forward-looking statements at some future point; however, it specifically disclaims any obligation to do so.
Critical Accounting Policies
Certain of the Corporation’s accounting policies are important to the portrayal of the Corporation’s financial condition and results of operations, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, without limitation, changes in interest rates, in the performance of the economy or in the financial condition of borrowers. Management believes that its critical accounting policies include determining the allowance for loan losses and the valuation of goodwill and valuing investment securities. See further discussion of these critical accounting policies in the
2019
Form 10-K.
Summary of Operating Results
Net income for the three months ended
March 31, 2020
was $
12.2 million
, compared to
$9.7 million
for the same period of
2019
. Basic earnings per share increased to
$0.89
for the first quarter of
2020
compared to
$0.79
for the same period in
2019
. Return on Assets and Return on Equity were
1.21
% and
8.55
% respectively, for the three months ended
March 31, 2020
compared to
1.29
% and
8.59
% for the three months ended
March 31, 2019
. These quarterly comparisons and the ones following include the Corporation's acquisition of HopFed Bancorp, Hopkinsville, Kentucky on July 27, 2019. Total assets acquired were $927 million, including $675 million in loans. The acquisition also included $736 millions for deposits.
In March 2020, the outbreak of the Coronavirus Disease 2019 (COVID-19) was recognized as a pandemic by the World Health Organization. The spread of COVID-19 has caused economic and social disruption resulting in unprecedented uncertainty, volatility and disruption in financial markets, and has placed significant health, economic and other major pressures throughout the communities we serve, the United States and globally. While some industries have been impacted more severely than others, all businesses have been impacted to some degree. This disruption has resulted in the shuttering of businesses across the country, significant job loss, material decreases in oil and gas prices and in business valuations, changes in consumer behavior related to pandemic fears, and aggressive measures by the federal government.
36
Table of Contents
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law. It contains substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The CARES Act also includes a range of other provisions designed to support the U.S. economy and mitigate the impact of COVID-19 on financial institutions and their customers, including through the authorization of various programs and measures that the U.S. Department of the Treasury, the Small Business Administration, the Federal Reserve Board, and other federal banking agencies may or are required to implement. Further, in response to the COVID-19 outbreak, the Federal Reserve Board has implemented or announced a number of facilities to provide emergency liquidity to various segments of the U.S. economy and financial market.
The primary components of income and expense affecting net income are discussed in the following analysis.
Net Interest Income
The Corporation's primary source of earnings is net interest income, which is the difference between the interest earned on loans and other investments and the interest paid for deposits and other sources of funds. Net interest income increased $6.9 million in the three months ended
March 31, 2020
to
$36.4 million
from
$29.4 million
in the same period in
2019
. The net interest margin for the three months ended
March 31, 2020
is
4.13
% compared to
4.31
% for the same period of
2019
, a 4.18% decrease.
Non-Interest Income
Non-interest income for the three months ended
March 31, 2020
was
$9.1 million
compared to
$7.6 million
for the same period of
2019
.
Non-Interest Expenses
The Corporation’s non-interest expense for the quarter ended
March 31, 2020
was
$27.6 million
compared to $
23.7 million
for the same period in
2019
.
Allowance for Loan Losses
The Corporation’s provision for loan losses increased to $
2.7 million
for first quarter of
2020
as compared to $
1.5 million
for the same period of
2019
. The Corporation established a $1.0 million allowance for loan and lease losses in the first quarter of 2020 directly related to the initial estimate of losses resulting from the COVID-19 pandemic. Also, as provided by the Coronavirus Aid Relief and Economic Security Act, the Corporation elected to delay the implementation of the Current Expected Credit Loss accounting standard. Net charge offs for the first quarter of
2020
were $1.57 million compared to $496 thousand for the same period of
2019
. Based on management’s analysis of the current portfolio, an evaluation that includes consideration of historical loss experience, non-performing loans trends, and probable incurred losses on identified problem loans, management believes the allowance is adequate with the adjustments made for the estimates relating to the COVID-19 pandemic.
Income Tax Expense
The Corporation’s effective income tax rate for the first three months of
2020
was 19.87% compared to 18.63% for the same period in
2019
.
37
Table of Contents
Non-performing Loans
Non-performing loans consist of (1) non-accrual loans on which the ultimate collectability of the full amount of interest is uncertain, (2) loans which have been renegotiated to provide for a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower, and (3) loans past due ninety days or more as to principal or interest. Non-performing loans increased to $
17.6
million at
March 31, 2020
compared to $
15.3
million at
December 31, 2019
. Nonperforming loans increased
9.4%
compared to $
16.1
million as of
March 31, 2019
. A summary of non-performing loans at
March 31, 2020
and
December 31, 2019
follows:
(000's)
March 31, 2020
December 31, 2019
Non-accrual loans
$
12,011
$
9,535
Accruing restructured loans
3,227
3,318
Nonaccrual restructured loans
929
876
Accruing loans past due over 90 days
1,430
1,610
$
17,597
$
15,339
Ratio of the allowance for loan losses
as a percentage of non-performing loans
119.7
%
130.0
%
The following loan categories comprise significant components of the nonperforming non-restructured loans:
(000's)
March 31, 2020
December 31, 2019
Non-accrual loans
Commercial loans
$
8,461
$
5,630
Residential loans
2,794
3,315
Consumer loans
756
590
$
12,011
$
9,535
Past due 90 days or more
Commercial loans
$
25
$
5
Residential loans
1,286
1,383
Consumer loans
119
222
$
1,430
$
1,610
The CARES Act includes a provision that permits a financial institution to elect to suspend temporarily troubled debt restructuring accounting under ASC Subtopic 310-40 in certain circumstances (“section 4013”). To be eligible under section 4013, a loan modification must be (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020. In response to this section of the CARES Act, the federal banking agencies issued a revised interagency statement on April 7, 2020 that, in consultation with the Financial Accounting Standards Board, confirmed that for loans not subject to section 4013, short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not troubled debt restructurings under ASC Subtopic 310-40. This includes short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. In the first quarter ending March 31, 2020, 81 loans totaling $110 million were modified, related to COVID-19, that were not considered troubled debt restructurings.
Interest Rate Sensitivity and Liquidity
First Financial Corporation has established risk measures, limits and policy guidelines for managing interest rate risk and liquidity. Responsibility for management of these functions resides with the Asset Liability Committee. The primary goal of the Asset Liability Committee is to maximize net interest income within the interest rate risk limits approved by the Board of Directors.
38
Table of Contents
Interest Rate Risk
Management considers interest rate risk to be the Corporation’s most significant market risk. Interest rate risk is the exposure to changes in net interest income as a result of changes in interest rates. Consistency in the Corporation’s net interest income is largely dependent on the effective management of this risk.
The Asset Liability position is measured using sophisticated risk management tools, including earning simulation and market value of equity sensitivity analysis. These tools allow management to quantify and monitor both short-term and long-term exposure to interest rate risk. Simulation modeling measures the effects of changes in interest rates, changes in the shape of the yield curve and the effects of embedded options on net interest income. This measure projects earnings in the various environments over the next three years. It is important to note that measures of interest rate risk have limitations and are dependent on various assumptions. These assumptions are inherently uncertain and, as a result, the model cannot precisely predict the impact of interest rate fluctuations on net interest income. Actual results will differ from simulated results due to timing, frequency and amount of interest rate changes as well as overall market conditions. The Committee has performed a thorough analysis of these assumptions and believes them to be valid and theoretically sound. These assumptions are continuously monitored for behavioral changes.
The Corporation from time to time utilizes derivatives to manage interest rate risk. Management continuously evaluates the merits of such interest rate risk products but does not anticipate the use of such products to become a major part of the Corporation’s risk management strategy.
The table below shows the Corporation’s estimated sensitivity profile as of
March 31, 2020
. The change in interest rates assumes a parallel shift in interest rates of 100 and 200 basis points. Given a 100 basis point increase in rates, net interest income would increase
3.47
% over the next 12 months and increase
7.20
% over the following 12 months. Given a 100 basis point decrease in rates, net interest income would decrease
1.36
% over the next 12 months and decrease
3.82
% over the following 12 months. These estimates assume all rate changes occur overnight and management takes no action as a result of this change.
Basis Point
Percentage Change in Net Interest Income
Interest Rate Change
12 months
24 months
36 months
Down 100
-1.36
-3.82
-5.60
Up 100
3.47
7.20
10.83
Up 200
3.81
10.75
17.90
Typical rate shock analysis does not reflect management’s ability to react and thereby reduce the effect of rate changes, and represents a worst-case scenario.
Liquidity Risk
Liquidity represents an institution’s ability to provide funds to satisfy demands from depositors, borrowers, and other creditors by either converting assets into cash or accessing new or existing sources of incremental funds. Generally the Corporation relies on deposits, loan repayments and repayments of investment securities as its primary sources of funds. The Corporation has $
10.4
million of investments that mature throughout the next 12 months. The Corporation also anticipates $
199
million of principal payments from mortgage-backed securities. Given the current rate environment, the Corporation anticipates $
28.1
million in securities to be called within the next 12 months. The Corporation also has unused borrowing capacity available with the Federal Home Loan Bank of Indianapolis and several correspondent banks. With these sources of funds, the Corporation currently anticipates adequate liquidity to meet the expected obligations of its customers.
Financial Condition
Comparing the first three months of
2020
to the same period in
2019
, loans, net of deferred loan costs, have increased $639 million to $
2.6
billion. Deposits increased 36.03% to $
3.3
billion at
March 31, 2020
compared to
March 31, 2019
. Shareholders' equity increased 25.7% or $119.0 million. This financial performance increased book value per share 12.65% to$
42.42
at
March 31, 2020
from $
37.66
at
March 31, 2019
. Book value per share is calculated by dividing the total shareholders' equity by the number of shares outstanding. These comparisons include the Corporation's acquisition of HopFed Bancorp, Hopkinsville, Kentucky on July 27, 2019. Total assets acquired were $926 million, including $675 million in loans. The acquisition also included $736 million in deposits.
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Table of Contents
Capital Adequacy
The Federal Reserve, OCC and Federal Deposit Insurance Corporation (collectively, joint agencies) establish regulatory capital guidelines for U.S. banking organizations. Regulatory capital guidelines require that capital be measured in relation to the credit and market risks of both on- and off-balance sheet items using various risk weights. On January 1, 2015, the Basel 3 rules became effective and include transition provisions through January 1, 2019. Under Basel 3, Total capital consists of two tiers of capital, Tier 1 and Tier 2. Tier 1 capital is further composed of Common equity tier 1 capital and additional tier 1 capital.
Common equity tier 1 capital primarily includes qualifying common shareholders’ equity, retained earnings and certain minority interests. Goodwill, disallowed intangible assets and certain disallowed deferred tax assets are excluded from Common equity tier 1 capital.
Additional tier 1 capital primarily includes qualifying non-cumulative preferred stock, trust preferred securities (Trust Securities) subject to phase-out and certain minority interests. Certain deferred tax assets are also excluded.
Tier 2 capital primarily consists of qualifying subordinated debt, a limited portion of the allowance for loan and lease losses, Trust Securities subject to phase-out and reserves for unfunded lending commitments. The Corporation’s Total capital is the sum of Tier 1 capital plus Tier 2 capital.
To meet adequately capitalized regulatory requirements, an institution must maintain a Tier 1 capital ratio of 8.50 percent and a Total capital ratio of 10.50 percent. A “well-capitalized” institution must generally maintain capital ratios 200 bps higher than the minimum guidelines. The risk-based capital rules have been further supplemented by a Tier 1 leverage ratio, defined as Tier 1 capital divided by quarterly average total assets, after certain adjustments. BHCs must have a minimum Tier 1 leverage ratio of at least 4.0 percent. National banks must maintain a Tier 1 leverage ratio of at least 5.0 percent to be classified as “well capitalized.” Failure to meet the capital requirements established by the joint agencies can lead to certain mandatory and discretionary actions by regulators that could have a material adverse effect on the Corporation’s financial position. Below are the capital ratios for the Corporation and lead bank.
The fully phased in capital conservation buffer set the minimum ratios for common equity Tier 1 capital at 7%, the Tier 1 capital at 8.5% and the total capital at 10.5%. Currently the Corporation exceeds all of these minimums.
March 31, 2020
December 31, 2019
To Be Well Capitalized
Common equity tier 1 capital
Corporation
16.19
%
15.51
%
N/A
First Financial Bank
15.98
%
15.40
%
6.50
%
Total risk-based capital
Corporation
16.89
%
16.16
%
N/A
First Financial Bank
16.54
%
15.91
%
10.00
%
Tier I risk-based capital
Corporation
16.19
%
15.51
%
N/A
First Financial Bank
15.98
%
15.40
%
8.00
%
Tier I leverage capital
Corporation
12.38
%
12.04
%
N/A
First Financial Bank
12.11
%
11.93
%
5.00
%
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Table of Contents
ITEM 4.
Controls and Procedures
First Financial Corporation’s management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of
March 31, 2020
, an evaluation was performed under the supervision and with the participation of management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures. Based on that evaluation, management, including the principal executive officer and principal financial officer, concluded that the Corporation’s disclosure controls and procedures as of
March 31, 2020
were effective in ensuring material information required to be disclosed in this Quarterly Report on Form 10-Q was recorded, processed, summarized, and reported on a timely basis. Additionally, there was no change in the Corporation's internal control over financial reporting that occurred during the quarter ended
March 31, 2020
that has materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting.
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Table of Contents
PART II – Other Information
ITEM 1.
Legal Proceedings.
There are no material pending legal proceedings, other than routine litigation incidental to the business of the Corporation or its subsidiaries, to which the Corporation or any of the subsidiaries is a party to or of which any of their respective property is subject. Further, there is no material legal proceeding in which any director, officer, principal shareholder, or affiliate of the Corporation or any of its subsidiaries, or any associate of such director, officer, principal shareholder or affiliate is a party, or has a material interest, adverse to the Corporation or any of its subsidiaries.
ITEM 1A.
Risk Factors.
There have been no material changes in the risk factors from those disclosed in the Corporation’s
2019
Form 10-K filed for
December 31, 2019
.
In addition to the risk factors disclosed in these reports and registration statements, you should note the following additional risk factor:
The recent global coronavirus pandemic is likely to impact the financial condition and earnings prospects of the Corporation.
In December 2019, a novel strain of coronavirus, COVID-19, was reported in Wuhan, China. The coronavirus has since spread rapidly to many other countries, including the United States, and the World Health Organization formally declared the coronavirus outbreak a pandemic in March 2020. In response, federal and many state governments have implemented “stay at home” orders restricting the operations of businesses and the activities of individuals. These orders and other effects of the coronavirus pandemic have had significant and widespread effects on the macroeconomic environment, leading to lower interest rates, depressed market valuations, heightened unemployment, heightened volatility in the financial, commodities and other markets, and significant disruption in banking and other financial activity in the areas in which the Corporation operates. The pandemic has also had a significant economic impact on a broad range of industries in which the customers of the Corporation operate. If the effects of the outbreak are prolonged or result in a lengthy recession, the risk factors set forth in the Corporation's Form 10-K could be exacerbated.
The coronavirus pandemic has created heightened credit risk. The financial performance of the Corporation is dependent upon the ability of borrowers to repay their loans and the value of the collateral supporting loans. The outbreak has caused and is likely to cause significant disruption in the business of our customers. Continued unfavorable market conditions and uncertainty due to the coronavirus pandemic may result in a deterioration in the credit quality of borrowers, an increase in the number of loan delinquencies, defaults and charge-offs, additional provisions for loan losses, adverse asset values of the collateral securing loans and an overall material adverse effect on the quality of the loan portfolio of the Corporation. Various state governments and federal agencies are requiring lenders to provide forbearance and other relief to borrowers. These regulatory programs and governmental policy, including the CARES Act Paycheck Protection Program (PPP) in which the Corporation is participating, may impact the Corporation’s ability to resolve credit delinquencies as well as create heightened litigation risk and risk of holding PPP loans at unfavorable interest rates.
In addition, following the coronavirus outbreak, market interest rates have declined significantly to historic lows. The reductions in interest rates, and continued fluctuations in the interest rate environment as a result of changes in monetary policies of the Federal Reserve Board, including in connection with efforts to address the economic fallout from the coronavirus outbreak, could have significant adverse effects on the yields received by the Corporation on its earning assets and otherwise compress the Corporation’s net interest margin which is an important component of the Corporation’s earnings. Continued volatility in interest rates could have a significant adverse effect on the Corporation’s earnings, financial condition and results of operations.
The spread of the coronavirus has caused the Corporation to change its business operations, including adopting a “drive thru banking” model at branch facilities and implementation of a work from home model for non-branch personnel. These changes may have detrimental impacts on the Corporation’s business due to reduced effectiveness of operations, unavailability of personnel, and increased cybersecurity risks related to the use of remote technology. The change in business operations and continued market uncertainty could also have a detrimental effect on the Corporation’s relationship with its customers as well as reduce demand for loans and other products and services offered by the Corporation upon which it relies to drive growth.
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Table of Contents
The extent to which the coronavirus pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus pandemic and the actions required to contain and treat it, reactions by companies, clients, investors, governmental entities and financial, commodities and other markets to such actions, and the effect of the pandemic on short- and long-term general economic conditions, among other factors. There can be no assurance that efforts by the Corporation to address the adverse impacts of the coronavirus will be effective. If the significant effects of the outbreak are prolonged and if the Corporation is unable to recover from this business disruption on a timely basis, the Corporation’s business, financial condition and results of operations may be significantly adversely affected.
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
(a) None.
(b) Not applicable.
(c) Purchases of Equity Securities
The Corporation periodically acquires shares of its common stock directly from shareholders in individually negotiated transactions. On February 3, 2016 First Financial Corporation issued a press release announcing that its Board of Directors has authorized a stock repurchase program pursuant to which up to 5% of the Corporations outstanding shares of common stock, or approximately 637,500 shares may be repurchased.
Following is certain information regarding shares of common stock purchased by the Corporation during the quarter covered by this report.
(c)
Total Number Of Shares
Purchased As Part Of
(c) Maximum
(a) Total Number Of
(b) Average Price
Publicly Announced Plans
Number of Shares That May Yet
Shares Purchased
Paid Per Share
Or Programs *
Be Purchased *
January 1-31, 2020
—
—
N/A
N/A
February 1-29, 2020
—
—
—
—
March 1-31, 2020
39,266
34.92
39,266
32,616
Total
39,266
34.92
39,266
32,616
ITEM 3.
Defaults upon Senior Securities.
Not applicable.
ITEM 4.
Mine Safety Disclosures
Not applicable.
ITEM 5.
Other Information.
Not applicable.
43
Table of Contents
ITEM 6.
Exhibits.
Exhibit No.:
Description of Exhibit:
3.1
Amended and Restated Articles of Incorporation of First Financial Corporation, incorporated by reference to Exhibit 3(i) of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.
3.2
Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3(ii) of the Corporation’s Form 8-K filed on August 24, 2012.
3.3
Resolution to Amend Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3(iii) of the Corporation’s Form 8-K filed on April 13, 2020.
10.1*
Employment Agreement for Norman L. Lowery, dated and effective July 1, 2019, incorporated by reference to Exhibit 10.01 of the Corporation’s Form 8-K filed on April 3, 2019.
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 incorporated by reference to Exhibit 10.12 of the Corporation's Form 10-Q for the quarter ended March 31, 2012 filed on May 10, 2012.
10.13*
Employment Agreement for Norman D. Lowery, effective January 1, 2020, incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K filed April 2, 2020.
10.14*
Employment Agreement for Rodger A. McHargue, effective January 1, 2020, incorporated by reference to Exhibit 10.2 of the Corporation’s Form 8-K filed April 2, 2020.
10.15*
Employment Agreement for Steven H. Holliday, effective January 1, 2020, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 8-K filed April 2, 2020.
10.16*
Employment Agreement for Karen L. Stinson-Milienu, effective January 1, 2020, incorporated by reference to Exhibit 10.4 of the Corporation’s Form 8-K filed April 2, 2020.
31.1
Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 by Principal Executive Officer, dated May 7, 2020.
31.2
Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 by Principal Financial Officer, dated May 7, 2020.
32.1
Certification, dated May 6, 2020, of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2005 on Form 10-Q for the quarter ended March 31, 2020.
101.1
Financial statements from the Quarterly Report on Form 10-Q of the Corporation for the quarter ended March 31, 2020, formatted in XBRL pursuant to Rule 405 : (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Shareholders’ Equity, and (v) Notes to Consolidated Financial Statements, as blocks of text and in detail**.
*Management contract or compensatory plan or arrangement.
**Furnished, not filed, for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FIRST FINANCIAL CORPORATION
(Registrant)
Date:
May 7, 2020
By /s/ Norman L. Lowery
Norman L. Lowery, Vice Chairman, President and CEO
(Principal Executive Officer)
Date:
May 7, 2020
By /s/ Rodger A. McHargue
Rodger A. McHargue, Treasurer and CFO
(Principal Financial Officer)
45