Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended September 30, 2024
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-16759
FIRST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Indiana
35-1546989
(State or other jurisdiction
(I.R.S. Employer
incorporation or organization)
Identification No.)
One First Financial Plaza, Terre Haute, IN
47807
(Address of principal executive office)
(Zip Code)
(812)
238-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.125 per share
THFF
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company)
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑.
As of November 1, 2024, the registrant had outstanding 11,808,304 shares of common stock, without par value.
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
7
Notes to Consolidated Financial Statements
8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
36
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
42
PART II. Other Information:
Item 1. Legal Proceedings
43
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
44
Signatures
45
2
Part I – Financial Information
Item 1.Financial Statements
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except per share data)
September 30,
December 31,
2024
2023
(unaudited)
ASSETS
Cash and due from banks
$
77,312
76,759
Federal funds sold
1,356
282
Securities available-for-sale
1,271,992
1,259,137
Loans:
Commercial
2,112,738
1,817,526
Residential
924,276
695,788
Consumer
671,353
646,758
3,708,367
3,160,072
(Less) plus:
Net deferred loan (fees)/costs
6,868
7,749
Allowance for credit losses
(46,169)
(39,767)
3,669,066
3,128,054
Restricted stock
15,366
15,364
Accrued interest receivable
25,386
24,877
Premises and equipment, net
82,213
67,286
Bank-owned life insurance
128,242
114,122
Goodwill
97,295
86,985
Other intangible assets
23,131
5,586
Other real estate owned
169
107
Other assets
93,084
72,587
TOTAL ASSETS
5,484,612
4,851,146
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest-bearing
831,575
750,335
Interest-bearing:
Certificates of deposit exceeding the FDIC insurance limits
159,618
92,921
Other interest-bearing deposits
3,726,296
3,246,812
4,717,489
4,090,068
Short-term borrowings
84,363
67,221
Other borrowings
30,456
108,577
Other liabilities
86,353
57,304
TOTAL LIABILITIES
4,918,661
4,323,170
Shareholders’ equity
Common stock, $0.125 stated value per share; Authorized shares - 40,000,000; Issued shares-16,165,023 in 2024 and 16,137,220 in 2023; Outstanding shares - 11,808,304 in 2024 and 11,795,024 in 2023
2,016
2,014
Additional paid-in capital
144,785
144,152
Retained earnings
677,155
663,726
Accumulated other comprehensive loss
(102,800)
(127,087)
Less: Treasury shares at cost - 4,356,719 in 2024 and 4,342,196 in 2023
(155,205)
(154,829)
TOTAL SHAREHOLDERS’ EQUITY
565,951
527,976
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
See accompanying notes.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Three Months Ended
Nine Months Ended
INTEREST INCOME:
Loans, including related fees
61,367
49,146
162,878
140,220
Securities:
Taxable
6,319
6,164
18,083
18,631
Tax-exempt
2,715
2,661
7,919
7,937
Other
1,294
752
2,989
2,864
TOTAL INTEREST INCOME
71,695
58,723
191,869
169,652
INTEREST EXPENSE:
Deposits
22,197
13,627
59,622
35,111
993
1,923
2,928
4,025
1,335
2,023
3,935
2,844
TOTAL INTEREST EXPENSE
24,525
17,573
66,485
41,980
NET INTEREST INCOME
47,170
41,150
125,384
127,672
Provision for credit losses
9,400
1,200
14,166
4,800
NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES
37,770
39,950
111,218
122,872
NON-INTEREST INCOME:
Trust and financial services
1,251
1,140
3,903
3,642
Service charges and fees on deposit accounts
8,139
7,099
21,576
20,971
Other service charges and fees
191
213
700
613
Securities gains (losses), net
103
—
104
Interchange income
177
490
47
Loan servicing fees
274
447
957
997
Gain on sales of mortgage loans
411
321
886
811
677
2,407
1,943
4,374
TOTAL NON-INTEREST INCOME
11,223
11,627
30,559
31,455
NON-INTEREST EXPENSE:
Salaries and employee benefits
18,521
17,159
53,231
51,263
Occupancy expense
2,556
2,389
7,116
7,120
Equipment expense
4,280
3,580
12,736
10,404
FDIC Expense
558
1,721
1,977
12,649
8,524
29,833
25,168
TOTAL NON-INTEREST EXPENSE
38,564
32,265
104,637
95,932
INCOME BEFORE INCOME TAXES
10,429
19,312
37,140
58,395
Provision for income taxes
1,688
3,027
6,106
10,143
NET INCOME
8,741
16,285
31,034
48,252
OTHER COMPREHENSIVE INCOME (LOSS)
Change in unrealized gains/(losses) on securities, net of reclassifications and taxes
31,628
(34,934)
24,067
(36,504)
Change in funded status of post retirement benefits, net of taxes
73
146
220
440
COMPREHENSIVE INCOME (LOSS)
40,442
(18,503)
55,321
12,188
PER SHARE DATA
Basic and Diluted Earnings per Share
0.74
1.37
2.63
4.02
Weighted average number of shares outstanding (in thousands)
11,808
11,901
11,809
11,993
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
September 30, 2024, and 2023
(Unaudited)
Accumulated
Common
Additional
Retained
Comprehensive
Treasury
Stock
Capital
Earnings
Income/(Loss)
Total
Balance, July 1, 2023
2,013
143,632
640,325
(141,250)
(147,832)
496,888
Net income
Other comprehensive income (loss)
(34,788)
Omnibus Equity Incentive Plan
1
223
224
Treasury shares purchased (228,457 shares)
(8,441)
Balance, September 30, 2023
143,855
656,610
(176,038)
(156,273)
470,168
Balance, July 1, 2024
144,632
673,728
(134,501)
530,670
31,701
153
Cash dividends, $.45 per share
(5,314)
Balance, September 30, 2024
Balance, January 1, 2023
2,012
143,185
614,829
(139,974)
(144,759)
475,293
(36,064)
670
672
Treasury shares purchased (319,664 shares)
(11,514)
Cash dividends, $.54 per share
(6,471)
Balance, January 1, 2024
Cumulative change in accounting principle ASU 2023-02
(1,659)
24,287
633
635
Treasury shares purchased (8,734 shares)
(376)
Cash dividends, $.90 per share
(15,946)
6
CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization (accretion) of premiums and discounts on investments
3,489
3,817
Securities (gains)/losses
(104)
Depreciation and amortization
6,617
4,903
Restricted stock compensation
Gain on sale of mortgage loans
(886)
(811)
(Gain) Loss on sale of other real estate
(60)
26
Other, net
(10,376)
4,534
NET CASH FROM OPERATING ACTIVITIES
44,515
66,193
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available-for-sale
50,662
Calls, maturities and principal reductions on securities available-for-sale
82,204
83,640
Purchases of securities available-for-sale
(40,096)
(29,650)
Loans made to customers, net of repayment
(85,682)
(54,314)
Net change in federal funds sold
(1,074)
8,686
Redemption of restricted stock
745
Purchase of restricted stock
(21)
(20)
Cash received (disbursed) from acquisitions, net
28,152
Proceeds from sales of other real estate owned
316
270
Additions to premises and equipment
(5,070)
(5,282)
NET CASH FROM INVESTING ACTIVITIES
30,136
3,330
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits
4,947
(327,334)
Net change in short-term borrowings
17,142
61,859
Dividends paid
(15,934)
(15,383)
Purchase of treasury stock
Proceeds from other borrowings
1,525,000
1,430,000
Maturities of other borrowings
(1,604,877)
(1,355,000)
NET CASH FROM FINANCING ACTIVITIES
(74,098)
(217,372)
NET CHANGE IN CASH AND CASH EQUIVALENTS
553
(147,849)
CASH AND DUE FROM BANKS, BEGINNING OF PERIOD
222,517
CASH AND DUE FROM BANKS, END OF PERIOD
74,668
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accompanying September 30, 2024 and 2023 consolidated financial statements are unaudited. The December 31, 2023 consolidated financial statements are as reported in the First Financial Corporation (the “Corporation”) 2023 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, 2023.
1. Significant Accounting Policies
The significant accounting policies followed by the Corporation and its subsidiaries for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. All adjustments which are, in the opinion of management, necessary for a fair statement of the results for the periods reported have been included in the accompanying consolidated financial statements and are of a normal recurring nature. The Corporation reports financial information for only one segment, banking. Some items in the prior year financials were reclassified to conform to the current presentation.
The Omnibus Equity Incentive Plan is a long-term incentive plan that was designed to align the interests of participants with the interests of shareholders. Under the plan, awards may be made based on certain performance measures. The grants are made in restricted stock units that are subject to a vesting schedule. These shares vest over 3 years in increments of 33%, 33%, and 34% respectively. For the nine months ended 2024 and 2023, 27,803 and 22,228 shares were awarded, respectively. These shares had a grant date value of $1.0 million and $1.0 million for 2024 and 2023, 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.
On July 1, 2024, the Corporation completed its acquisition of SimplyBank. Therefore, the results of SimplyBank have been included in the results of operations beginning on July 1, 2024. See footnote 12, Acquisitions, for more information.
2. New accounting standards
Accounting Pronouncements Adopted:
In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-03 “Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. ASU 2022-03 is effective for the Corporation for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption is permitted. The Corporation adopted ASU 2022-03 January 1, 2024, and it had no impact on its consolidated financial statements and related disclosures.
In March 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards (ASU) No. 2023-02 “Investments Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. This guidance is effective for public business entities for fiscal years including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted in any interim period. The Corporation adopted ASU 2023-02 January 1, 2024 on a modified retrospective basis. As a result of the adoption, other assets was increased $19 million, other liabilities was increased $21 million, and retained earnings was decreased $1.7 million.
Recent Accounting Pronouncements:
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments require, among other things, that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 208. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments
retrospectively to all periods presented in the financial statements. The Corporation is assessing ASU 2023-07 and its effect on its consolidated financial statements and related disclosures.
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” Among other things, these amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate.) The amendments also require that all entities disclose on an annual basis the following information about income taxes paid: (1) the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and (2) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than five percent of total income taxes paid (net of refunds received.) This guidance is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied on a prospective basis although retrospective application is permitted. The Corporation is assessing ASU 2023-09 and its effect on its consolidated financial statements and related disclosures.
9
3. Allowance for Credit Losses
The following table presents the activity of the allowance for credit losses by portfolio segment for the three months ended September 30.
Allowance for Credit Losses:
September 30, 2024
(Dollar amounts in thousands)
Unallocated
Beginning balance
12,015
14,324
11,986
38,334
PCD ACL on acquired loans
3,006
4,246
2,766
2,113
275
Loans charged-off
(3,800)
(58)
(3,078)
(6,936)
Recoveries
1,197
93
1,075
2,365
Ending Balance
16,664
17,125
12,096
284
46,169
September 30, 2023
12,450
15,268
11,653
536
39,907
(199)
(747)
2,303
(157)
(187)
(50)
(3,364)
(3,601)
67
1,284
1,528
12,241
14,538
11,876
379
39,034
The following table presents the activity of the allowance for credit losses by portfolio segment for the nine months ended September 30.
13,264
14,327
11,797
39,767
6,328
2,686
5,247
(95)
Loans charged -off
(7,579)
(114)
(8,526)
(16,219)
1,645
226
3,578
5,449
12,949
14,568
12,104
158
39,779
(630)
(81)
5,290
221
(702)
(192)
(10,626)
(11,520)
624
243
5,108
5,975
10
The tables below present the recorded investment in non-performing loans by class of loans.
Loans Past
Nonaccrual
Due Over
With No
90 Days Still
Allowance
Accruing
For Credit Loss
Commercial & Industrial
41
2,771
555
Farmland
1,066
806
Non Farm, Non Residential
1,615
994
Agriculture
736
714
All Other Commercial
1,240
956
First Liens
893
1,404
446
Home Equity
361
125
Junior Liens
175
89
27
Multifamily
85
436
367
All Other Residential
470
348
Motor Vehicle
2,403
All Other Consumer
262
TOTAL
1,558
12,617
5,213
December 31, 2023
13,971
860
1,221
1,201
995
1,011
1,147
1,103
1,046
1,027
620
960
32
68
239
543
373
427
2,933
218
988
23,596
5,575
11
The following tables present the amortized cost basis of collateral dependent loans by class of loans:
Collateral Type
Real Estate
597
7,111
1,224
4,345
1,161
616
414
8,751
7,825
1,454
12,056
1,633
3,919
49
1,054
349
8,836
13,110
12
The following tables presents the aging of the recorded investment in loans by past due category and class of loans.
90 Days
30-59 Days
60-89 Days
and Greater
Past Due
Current
902
1,553
3,088
592,702
595,790
549
34
1,389
132,243
133,632
1,193
162
1,355
753,333
754,688
304
733
1,037
131,616
132,653
83
190
273
508,500
508,773
2,297
682
1,529
4,508
442,827
447,335
831
459
1,704
84,715
86,419
154
251
629
61,778
62,407
233
290
608
284,492
285,100
426
471
45,756
46,227
7,635
1,126
891
9,652
632,007
641,659
431
122
101
654
31,966
32,620
14,109
4,073
7,186
25,368
3,701,935
3,727,303
668
488
1,136
2,292
649,801
652,093
58
1,259
132,147
133,406
439,009
1,141
139,900
141,041
464,776
2,841
816
924
4,581
354,711
359,292
360
188
71
619
65,191
65,810
462
124
848
57,985
58,833
117
140
630
191,104
191,734
554
601
21,961
22,562
12,491
1,754
761
15,006
602,442
617,448
397
102
13
512
31,857
32,369
17,948
3,612
5,929
27,489
3,150,884
3,178,373
Loan Modifications Made to Borrowers Experiencing Financial Difficulty:
Modification of the terms of such loans typically include one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan.
The following table presents the amortized cost of loans and leases at September 30, 2024 that were both experiencing financial difficulty and modified during the twelve months ended September 30, 2024, by class and by type of modification. The percentage of the amortized cost of loans and leases that were modified to borrowers in financial distress as compared to the amortized cost of each class of financial receivable is also presented below.
Combination
Term
Extension and
Extension
Class of
Principal
Payment
Interest Rate
Financing
Forgiveness
Delay
Reduction
Receivable
25
0.01
%
64
0.15
0.13
248
98
96
0.08
90
0.03
The Corporation has no commitments to lend additional amounts to the borrowers included in the table above.
The Corporation closely monitors the performance of loans and leases that have been modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. All loans and leases that have been modified during the twelve months ended September 30, 2024 are in a current status of repayment.
The following table presents the financial effect of loan and lease modifications presented above to borrowers experiencing financial difficulty for the twelve months ended September 30, 2024.
Weighted-
Average
1.38
1.25
276
57
3.05
21
1.66
142
14
The following table presents the amortized cost basis of loans that had a payment default during the twelve months ended September 30, 2024 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.
Upon the Corporation’s determination that a modified loan has subsequently been deemed uncollectible, the loan is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.
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.
15
The following tables present the commercial loan portfolio by risk category. These balances do not include accrued interest:
Term Loans at Amortized Cost Basis by Origination Year
Revolving
2022
2021
2020
Prior
Loans
Commercial and Industrial
Pass
72,582
39,119
138,029
78,560
36,878
100,287
83,865
549,320
Special Mention
92
606
9,622
3,268
895
14,576
Substandard
3,214
8,135
732
1,514
130
6,892
5,368
25,985
Doubtful
Not Rated
1,056
1,047
458
217
3,694
Subtotal
76,852
48,393
140,198
90,154
40,493
108,159
89,326
593,575
Current period gross charge-offs
-
1,982
4,716
54
48
6,800
9,196
20,060
15,688
20,659
7,842
53,995
486
127,926
1,007
246
40
1,512
1,834
15,724
20,905
7,882
56,528
130,781
72,876
85,192
164,821
183,541
41,400
173,560
19,247
740,637
684
964
820
2,468
52
179
2,770
5,031
8,790
663
63
726
73,530
85,244
165,684
187,275
42,167
179,474
752,621
7,190
8,475
9,801
5,482
5,107
25,304
64,219
125,578
84
506
2,395
2,990
742
30
24
17
88
7,203
9,915
5,506
5,129
26,556
66,614
129,398
53
Other Commercial
28,973
49,417
104,025
110,152
94,226
106,102
10,959
503,854
777
1,262
29
430
105,010
110,163
94,262
107,579
506,363
626
100
Multifamily >5 Residential
23,934
65,706
63,063
56,596
23,180
27,783
2,110
262,372
12,882
346
6,329
19,557
1,085
688
1,773
75,945
57,681
23,526
35,167
284,069
214,751
267,969
495,427
454,990
208,633
487,031
180,886
2,309,687
14,256
10,586
3,619
10,334
2,488
41,375
3,868
8,187
1,903
4,541
299
14,814
38,980
1,069
890
1,567
908
6,765
219,688
277,295
512,476
471,684
213,459
513,463
188,742
2,396,807
16
2019
80,873
131,522
112,811
47,445
44,257
100,872
81,551
599,331
10,025
3,442
323
866
17,598
3,620
4,734
1,842
981
1,789
5,354
7,932
26,252
3,476
1,352
847
144
6,343
87,975
137,829
125,525
52,299
46,513
107,185
92,198
649,524
72
78
271
21,232
16,025
20,794
8,310
52,357
287
127,795
363
710
1,077
309
1,370
1,720
20,798
8,351
9,462
54,451
130,606
73,740
123,319
69,477
23,965
22,550
106,752
7,606
427,409
845
2,572
479
6,356
6,937
678
65
743
73,842
124,051
70,472
24,643
23,874
113,173
437,661
10,764
11,299
6,614
6,118
7,443
25,678
64,476
132,392
86
605
3,618
4,317
55
50
1,067
1,172
51
31
35
141
11,491
6,645
6,161
7,517
27,350
68,094
138,022
27,401
105,046
104,307
94,029
4,774
112,159
9,177
456,893
2,478
830
3,308
1,043
457
469
106,085
104,323
96,507
113,446
461,713
675
20
695
34,551
62,845
32,273
22,590
6,397
23,215
382
182,253
357
6,571
6,928
1,102
1,353
33,375
22,947
30,410
190,907
248,561
450,056
346,276
202,457
94,211
421,033
163,479
1,926,073
1,039
11,024
6,285
1,531
9,582
6,333
35,800
3,722
5,816
1,858
1,022
2,627
14,520
37,497
1,415
1,980
1,144
168
880
9,063
255,765
458,326
361,138
210,908
98,537
446,015
177,744
2,008,433
The Corporation evaluates the credit quality of its other loan portfolios, which includes residential real estate, consumer and lease financing loans, based primarily on the aging status of the loan and payment activity. Accordingly, loans on non-accrual status and loans past due 90 days or more and still accruing interest are considered to be nonperforming for purposes of credit quality evaluation. The following table presents the other loan portfolio based on the credit risk profile of loans that are performing and loans that are nonperforming. These balances do not include accrued interest:
Performing
46,141
51,929
91,555
70,498
39,216
141,406
2,465
443,210
Non-performing
2,447
2,671
39,440
143,853
445,881
194
928
327
28
1,349
82,724
85,595
483
370
1,432
83,040
86,078
22
10,225
13,310
13,236
6,924
5,472
9,962
2,838
61,967
39
62
123
265
13,349
6,965
5,534
10,085
62,232
Other Residential
15,182
7,597
4,485
639
1,723
178
45,528
61
422
4,546
644
2,145
46,016
198,130
206,446
157,178
44,248
25,608
4,890
636,511
1,059
385
111
2,379
198,182
206,872
158,237
44,633
25,954
5,001
638,890
295
2,122
3,682
524
8,085
Other Consumer
9,802
8,204
4,062
2,475
1,382
826
5,403
32,154
9,822
8,288
4,109
2,573
1,414
5,427
32,463
147
23
129
441
279,674
296,541
273,955
128,658
72,362
160,156
93,619
1,304,965
1,149
585
3,190
340
6,595
Total other loans
279,746
297,090
275,104
129,243
73,072
163,346
93,959
1,311,560
18
70,952
65,232
36,751
15,185
118,087
356,419
121
1,504
1,747
71,073
36,816
15,242
119,591
358,166
167
378
64,102
65,482
60
99
926
65,581
15,050
15,431
8,248
5,557
8,094
1,698
58,358
305
15,484
8,293
5,661
8,197
58,663
6,432
9,477
3,100
421
641
1,511
415
21,997
46
390
38
474
3,146
1,031
1,549
22,471
264,933
215,125
70,926
46,939
12,038
2,177
612,138
232
973
520
532
134
2,421
265,165
216,098
71,446
47,471
12,172
2,207
614,559
841
7,722
3,101
1,448
499
174
13,785
12,561
6,895
3,778
2,189
659
692
5,203
31,977
145
222
6,915
3,923
2,228
676
5,204
32,199
37
149
529
348,183
317,948
151,284
91,864
33,181
131,427
72,484
1,146,371
1,189
756
757
598
1,735
5,268
348,415
319,137
152,040
92,621
33,779
133,162
72,485
1,151,639
19
4. Securities
The amortized cost and fair value of the Corporation’s investments are shown below. All securities are classified as available-for-sale.
Amortized
Unrealized
Cost
Gains
Losses
Fair Value
U.S. Government agencies
94,500
59
(8,828)
85,731
Mortgage Backed Securities - residential
648,034
1,226
(65,958)
583,302
Mortgage Backed Securities - commercial
16,246
203
(201)
16,248
Collateralized mortgage obligations
195,631
77
(22,306)
173,402
State and municipal obligations
397,643
1,257
(26,061)
372,839
Municipal taxable
41,166
(4,155)
37,122
U.S. Treasury
473
(1)
472
Collateralized debt obligations
2,876
1,393,693
5,809
(127,510)
102,978
(11,542)
91,440
Mortgage Backed Securities-residential
653,507
(83,675)
569,885
Mortgage Backed Securities-commercial
(436)
7,483
209,398
(28,575)
180,829
397,413
1,407
(28,009)
370,811
39,872
(5,599)
34,285
1,411
(9)
1,402
3,002
1,412,498
4,484
(157,845)
Contractual maturities of debt securities at September 30, 2024 were as follows.
Available-for-Sale
Fair
Value
Due in one year or less
7,469
7,394
Due after one but within five years
46,959
45,931
Due after five but within ten years
114,073
112,550
Due after ten years
365,281
333,165
533,782
499,040
Mortgage-backed securities and collateralized mortgage obligations
859,911
772,952
For the three and nine months ended September 30, 2024, there were $132 thousand and $133 thousand in gross gains and $29 thousand in gross losses for both periods. There were no gross gains and losses from investment sales/calls realized by the Corporation for the three and nine months ended September 30, 2023.
The following tables show the securities’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in continuous unrealized loss position, at September 30, 2024 and December 31, 2023.
Less Than 12 Months
More Than 12 Months
91
81,452
(8,819)
81,543
Mortgage Backed Securities - Residential
518,811
Mortgage Backed Securities - Commercial
1,959
(2)
7,609
9,568
168,489
18,228
(65)
245,087
(25,996)
263,315
33,143
Total temporarily impaired securities
20,750
(77)
1,054,591
(127,433)
1,075,341
3,757
(73)
87,291
(11,469)
91,048
3,810
(41)
556,414
(83,634)
560,224
12,981
(303)
164,871
(28,272)
177,852
45,154
(319)
212,022
(27,690)
257,176
31,958
67,104
(745)
1,060,039
(157,100)
1,127,143
Management evaluates securities for impairment related to credit losses at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for impairment related to credit losses by segregating the portfolio into two general segments.
In evaluating for impairment, management considers the reason for the decline, the extent of the decline, the duration of the decline and whether the Corporation intends to sell a security or is more likely than not to be required to sell a security before recovery of its amortized cost. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, the security’s amortized cost is written down to fair value through income. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of applicable taxes.
Gross unrealized losses on investment securities were $127.5 million as of September 30, 2024 and $157.8 million as of December 31, 2023. Management believes these losses represent negative adjustments to market value relative to the interest rate environment reflecting the increase in market rates and not losses related to the creditworthiness of the issuer. The portfolio contains primarily government agency, agency backed mortgage backed securities (“MBS”), and collateralized mortgage obligations (“CMO”), which are issued by government sponsored enterprises and are backed by the full faith and credit of the United States government. Secondarily, the Corporation invests in municipal securities issued by state and local governments. Of these, almost half are either insured or contain state enhancements. On the remaining, credit is monitored by the investment committee. Based upon our review of the issuers, we do not believe these investments to be other than temporarily impaired. Management does not intend to sell these securities and it is not more likely than not that we will be required to sell them before their anticipated recovery.
The table below presents a rollforward of the credit losses recognized in earnings for the three and nine month periods ended September 30, 2024 and 2023:
Three Months Ended September 30,
Nine Months Ended September 30,
2,974
Reductions for securities called during the period
Ending balance
5. Qualified Affordable Housing Project Investments
The Corporation invests in qualified affordable housing projects. The balance of investment for qualified housing projects was $28.0 million at September 30, 2024 and $7.8 million at December 31, 2023. See footnote 2, New accounting standards, for the impact of the adoption of ASU 2023-02. These balances are reflected in the other assets line on the consolidated balance sheets. Total unfunded commitments related to the investments in qualified affordable housing projects totaled $19.9 million at September 30, 2024. The Corporation expects to fulfill these commitments by the end of December 31, 2037.
The Corporation recognized amortization expense of $232 thousand during the nine months ended September 30, 2024, and $585 thousand during the nine months ended September 30, 2023, which was included within other noninterest expense on the consolidated statements of income. The Corporation recognized amortization expense of $1.7 million during the nine months ended September 30, 2024, which was included within income tax expense on the consolidated statements of income. Additionally, the Corporation recognized tax credits and other benefits from its investment in affordable housing tax credits of $2.4 million during the nine months ended September 30, 2024, and $1.4 million during the nine months ended September 30, 2023.
6. Fair Value
FASB ASC No. 820-10 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1: Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level I prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The fair value of most securities available for sale is determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).
For those securities that cannot be priced using quoted market prices or observable inputs a Level 3 valuation is determined. These securities are primarily trust preferred securities and investments in state and municipal securities. The fair value of state and municipal obligations are derived by comparing the securities to current market rates plus an appropriate credit spread to determine an estimated value. Illiquidity spreads are then considered. Credit reviews are performed on each of the issuers. The significant unobservable inputs used in the fair value measurement of the Corporation’s state and municipal obligations are credit spreads related to specific issuers. Significantly higher credit spread assumptions would result in significantly lower fair value measurement. Conversely, significantly lower credit spreads would result in a significantly higher fair value measurements.
The fair value of derivatives is based on valuation models using observable market data as of the measurement date (Level 2 inputs).
Fair Value Measurements Using
Significant Unobservable Inputs (Level 3)
Level 1
Level 2
Level 3
State and municipal
372,034
805
1,268,311
3,681
Derivative Assets
3,163
Derivative Liabilities
(3,163)
369,631
1,180
1,254,955
4,182
2,878
(2,878)
There were no transfers between Level 1 and Level 2 during 2024 and 2023.
The tables below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2024 and the year ended December 31, 2023.
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
State and
municipal
Collateralized
obligations
debt obligations
Beginning balance, July 1
2,892
3,697
Total realized/unrealized gains or losses
Included in earnings
Included in other comprehensive income
(16)
Transfers
Settlements
Ending balance, September 30
Beginning balance, January 1
(126)
(375)
Year Ended
1,545
2,986
4,531
Purchases
(365)
Ending balance, December 31
Other real estate owned is valued at Level 3. Other real estate owned at September 30, 2024 with a value of $169 thousand was reduced by $45 thousand for fair value adjustment. At September 30, 2024 other real estate owned was comprised of $28 thousand from commercial loans and $141 thousand from residential loans. Other real estate owned at December 31, 2023 with a value of $107 thousand was reduced by $57 thousand for fair value adjustment. At December 31, 2023 other real estate owned was comprised of $26 thousand from commercial loans and $81 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 5% to 100% with an average discount of 65%. Values for non-real estate collateral, such as business equipment, are based on appraisals performed by qualified licensed appraisers or the customers financial statements. Values for non real estate collateral use much higher discounts than real estate collateral. Other real estate and individually evaluated loans carried at fair value are primarily comprised of smaller balance properties.
The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at September 30, 2024.
Valuation Technique(s)
Unobservable Input(s)
Range
Discounted cash flow
Discount rate
4.24%-4.44
7.30
Collateral dependent loans
4,965
Discount rate for age of appraisal and market conditions
5.00%-100.00
The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at December 31, 2023.
4.04%-4.44
7.36
11,306
0.00%-100.00
The carrying amounts and estimated fair value of financial instruments at September 30, 2024 and December 31, 2023, are shown below. Carrying amount is the estimated fair value for cash and due from banks, federal funds sold, short-term borrowings, accrued interest receivable and payable, demand deposits, short-term debt and variable-rate loans or deposits that reprice frequently and fully. Security fair values were described previously. For fixed-rate, collectively evaluated loans or deposits, variable rate loans or deposits with infrequent repricing or repricing limits, and for longer-term borrowings, fair value is based on discounted cash flows using current market rates applied to the estimated life and considering credit risk. The valuation of individually evaluated loans was described previously. Loan fair value estimates represent an exit price. Fair values of loans held for sale are based on market bids on the loans or similar loans. It was not practicable to determine the fair value of Federal Home Loan Bank stock due to restrictions placed on its transferability. Fair value of debt is based on current rates for similar financing. The fair value of off-balance sheet items is not considered material.
Carrying
32,855
44,457
n/a
Loans, net
3,584,596
6,700
18,686
(4,717,489)
(4,711,554)
(84,363)
(30,456)
(32,159)
Accrued interest payable
(4,254)
25,467
51,292
3,025,621
6,755
18,122
(4,090,068)
(4,094,552)
(67,221)
(108,577)
(108,496)
(2,588)
7. Borrowings
Short-term borrowings:
Period–end short-term borrowings were comprised of the following:
Federal Funds Purchased
48,900
27,300
Repurchase Agreements
35,463
39,921
The Corporation enters into sales of securities under agreements to repurchase. The amounts received under these agreements represent short-term borrowings and are reflected as a liability in the consolidated balance sheets. The securities underlying these agreements are included in investment securities in the consolidated balance sheets. The Corporation has no control over the market value of the securities, which fluctuates due to market conditions. However, the Corporation is obligated to promptly transfer additional securities if the market value of the securities falls below the repurchase agreement price. The Corporation manages this risk by maintaining an unpledged securities portfolio that it believes is sufficient to cover a decline in the market value of the securities sold under agreements to repurchase.
Collateral pledged to repurchase agreements by remaining maturity are as follows:
Remaining Contractual Maturity of the Agreements
Overnight
Greater
and
Up to 30
30 - 90
than 90
continuous
days
Mortgage Backed Securities - Residential and CollateralizedMortgage Obligations
26,338
1,990
7,135
32,319
300
3,637
3,665
Other borrowings:
Other borrowings at September 30, 2024 and December 31, 2023 are summarized as follows:
FHLB advances
7,539
Notes payable
22,917
The aggregate minimum annual retirements of other borrowings are as follows:
Twelve Months Ended September 30,
2025
1,002
2026
5,200
2027
2028
1,337
2029
Thereafter
At September 30, 2024 and December 31, 2023, other borrowings are summarized as follows: The Corporation’s subsidiary bank is a member of the Federal Home Loan Bank (FHLB) and accordingly are permitted to obtain advances. There are $7.5 million of advances from the FHLB at September 30, 2024, and $108.6 million of advances at December 31, 2023. FHLB advances are, generally due in full at maturity. They are secured by eligible securities and a blanket pledge on real estate loan collateral. In addition the Corporation secured a note payable to a commercial bank in the second quarter 2024. The balance at September 30, 2024 is $23 million.
8. Components of Net Periodic Benefit Cost
Post-Retirement
Pension Benefits
Health Benefits
Service cost
157
424
Interest cost
947
2,868
115
Expected return on plan assets
(1,051)
(970)
(3,154)
(2,909)
Net amortization of prior service cost
Net amortization of net (gain) loss
109
(13)
326
564
(40)
Net Periodic Benefit Cost
331
437
Employer Contributions
First Financial Corporation previously disclosed in its financial statements for the year ended December 31, 2023 that it expected to contribute $3.9 million and $604 thousand respectively to its Pension Plan and ESOP and $249 thousand to the Post Retirement Health Benefits Plan in 2024. Contributions of $3.0 million have been made to the Pension Plan thus far in 2024. Contributions of $161 thousand have been made through the first nine months of 2024 for the Post Retirement Health Benefits plan. No contributions have been made in 2024 for the ESOP. The Pension plan was frozen for most employees at the end of 2012 and for those employees there will be discretionary contributions to the ESOP plan and a 401K plan in place of the former Pension benefit. In the first nine months of 2024 and 2023 there has been $2.4 million and $1.9 million of expense accrued for potential contributions to these alternative retirement benefit options.
9. Revenue from Contracts with Customers
All of the Corporation’s revenue from contracts with customers in the scope of ASC 606 is recognized within Non-Interest Income. The following table presents the Corporation’s sources of Non-Interest Income for the three and nine months ended September 30, 2024 and 2023. Items outside the scope of ASC 606 are noted as such.
Non-interest income
Service charges on deposits and debit card fee income
Net gains on sales of loans (a)
Loan servicing fees (a)
Net gains/(losses) on sales of securities (a)
Other service charges and fees (a)
Other (b)
Total non-interest income
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.
Trust and financial services: 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.
10. Accumulated Other Comprehensive Income (Loss)
The following tables summarize the changes, net of tax, within each classification of accumulated other comprehensive income/(loss) for the three and nine months ended September 30, 2024 and 2023.
gains and
(Losses) on available-
for-sale
Retirement
Securities
plans
Beginning balance, July 1,
(125,561)
(8,940)
Change in other comprehensive income (loss) before reclassification
31,705
Amounts reclassified from accumulated other comprehensive income
(4)
Net current period other comprehensive income (loss)
Ending balance, September 30,
(93,933)
(8,867)
Beginning balance, January 1,
(118,000)
(9,087)
24,145
(78)
(130,466)
(10,784)
(165,400)
(10,638)
(128,896)
(11,078)
Balance at
Current Period
7/1/2024
Change
9/30/2024
Unrealized gains (losses) on securities available-for-sale without other than temporary impairment
(127,730)
31,640
(96,090)
Unrealized gains (losses) on securities available-for-sale with other than temporary impairment
2,169
(12)
2,157
Total unrealized loss on securities available-for-sale
Unrealized gain (loss) on retirement plans
1/1/2024
(120,252)
24,162
2,252
Total unrealized gain (loss) on securities available-for-sale
7/1/2023
9/30/2023
(132,671)
(34,997)
(167,668)
2,205
2,268
Unrealized loss on retirement plans
1/1/2023
(131,135)
(36,533)
2,239
Total unrealized income (loss) on securities available-for-sale
Three Months Ended September 30, 2024
Details about accumulated
Amount reclassified from
Affected line item in
other comprehensive
accumulated other
the statement where
income components
comprehensive income
net income is presented
(in thousands)
Unrealized gains and losses
Net securities gains (losses)
on available-for-sale
(26)
Income tax expense
securities
Net of tax
Amortization of
(97)
(a)
Salary and benefits
retirement plan items
Total reclassifications for the period
Nine Months Ended September 30, 2024
(293)
(220)
(142)
Three Months Ended September 30, 2023
(195)
(146)
Nine Months Ended September 30, 2023
(587)
(440)
11. Leases
The Corporation leases certain branches under operating leases. At September 30, 2024, the Corporation had lease liabilities totaling $8,067,000 and right-of-use assets totaling $7,978,000 related to these leases. At December 31, 2023, the Corporation had lease liabilities totaling $5,456,000 and right-of-use assets totaling $5,392,000 related to these leases. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively. At September 30, 2024, the weighted average remaining lease term for operating leases was 11.0 years and the weighted average discount rate used in the measurement of operating lease liabilities was 3.19%.
The calculated amount of the lease liabilities and right-of-use assets are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Corporation’s lease agreements often include one or more options to renew at the Corporation’s discretion. If at lease inception, the Corporation considers the exercising of a renewal option to be reasonably certain, the Corporation will include the extended term in the calculation of the lease liability and right-of-use asset. Regarding the discount rate, the new standard requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Corporation utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term.
The following table represents lease costs and other lease information. As the Corporation elected, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities.
Lease costs were as follows:
Operating lease cost
849
Short-term lease cost
Variable lease cost
Total lease cost
950
Other information:
Cash paid for amounts included in the measurement of operating lease liabilities
792
Right-of-use assets obtained in exchange for new operating lease liabilities
3,262
The right-of-use assets obtained above includes $2.8 million in assets acquired in the SimplyBank acquisition. Future minimum payments for operating leases with initial or remaining terms of one year or more as of September 30, 2024 were as follows:
1,218
1,154
1,118
1,062
741
4,846
Total Future Minimum Lease Payments
10,139
Amounts Representing Interest
(2,072)
Present Value of Net Future Minimum Lease Payments
8,067
33
12. Acquisitions
On July 1, 2024, the Corporation completed its acquisition of SimplyBank. Therefore, the results of SimplyBank have been included in the results of operations beginning on July 1, 2024. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Interim Merger (the “Effective Time”), other than dissenting shares, each share of SimplyBank Common Stock issued and outstanding immediately prior to the Effective Time, was converted into the right to receive $718.38 per share in cash. The aggregate value of the transaction was approximately $73.4 million. Acquisition-related costs of $1.7 million are included in the Corporation’s income statement for the year-to-date period ended September 30, 2024.
Goodwill of $10.3 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 value is subject to change pending receipt of the final valuation. The goodwill for SimplyBank is deductible for income tax purposes as the transaction was accounted for as a taxable acquisition. The following table summarizes the consideration paid and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date.
Measurement
As Initially
Period
Reported
Adjustments
As Adjusted
Consideration
Cash consideration
73,400
Fair value of total consideration transferred
Assets acquired
Cash
101,553
Investment securities available-for-sale
77,350
Bank owned life insurance
12,816
Federal Home Loan Bank stock
467,997
Premises and equipment
14,231
Core deposit intangibles
19,788
6,184
Total assets acquired
700,645
Liabilities assumed
622,937
1,719
12,899
Total liabilities assumed
637,555
Net identifiable assets
63,090
10,310
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 deteriorated loans, which have shown evidence of credit deterioration since origination.
The fair value of purchased financial assets with credit deterioration was $1.7 million on the date of acquisition. The gross contractual amounts receivable relating to the purchased financial assets with credit deterioration was $4.7 million. The Corporation estimates, on the date of acquisition, that $3.0 million of the contractual cash flows specific to the purchased financial assets with credit deterioration will not be collected.
The following table presents supplemental pro forma information as if the acquisition had occurred at the beginning of 2023. 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.
Net interest income
138,839
150,024
20,184
56,355
Basic and diluted earnings per share
1.71
4.70
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 2023 in the 10-K filed for the fiscal year ended December 31, 2023.
This Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, the Corporation’s ability to effectively execute its business plans; changes in general economic and financial market conditions; changes in interest rates; changes in the competitive environment; continuing consolidation in the financial services industry; new litigation or changes in existing litigation; losses, customer bankruptcy, claims and assessments; changes in banking regulations or other regulatory or legislative requirements affecting the Corporation’s business; and changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies. Additional information concerning factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements is available in the Corporation’s Form 10-K for the year ended December 31, 2023, and subsequent filings with the United States Securities and Exchange Commission (SEC). Copies of these filings are available at no cost on the SEC’s Web site at www.sec.gov or on the Corporation’s Web site at www.first-online.com. Management may elect to update forward-looking statements at some future point; however, it specifically disclaims any obligation to do so.
Critical Accounting Policies
Certain of the Corporation’s accounting policies are important to the portrayal of the Corporation’s financial condition and results of operations, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, without limitation, changes in interest rates, in the performance of the economy or in the financial condition of borrowers. Management believes that its critical accounting policies include determining the allowance for credit losses and the valuation of goodwill and valuing investment securities. See further discussion of these critical accounting policies in the 2023 Form 10-K.
Allowance for credit losses. The allowance for credit losses (ACL) represents management’s estimate of expected losses inherent within the existing loan portfolio. The allowance for credit losses is increased by the provision for credit losses charged to expense and reduced by loans charged off, net of recoveries. The allowance for credit losses is determined based on management’s assessment of several factors: reviews and evaluations of specific loans, changes in the nature and volume of the loan portfolio, current economic conditions, nonperforming loans, determination of acquired loans as purchase credit deteriorated, and reasonable and supportable forecasts. Loans are individually evaluated when they do not share risk characteristics with other loans in the respective pool. Loans evaluated individually are excluded from the collective evaluation. Management elected the collateral dependent practical expedient upon adoption of ASC 326. Expected credit losses on individually evaluated loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.
Management utilizes a cohort methodology to determine the allowance for credit losses. This method identifies and captures the balance of a pool of loans with similar risk characteristics, as of a particular point in time to form a cohort, then tracks the respective losses generated by that cohort of loans over their remaining life. The cohorts track loan balances and historical loss experience since 2008, and management extends the look back period each quarter to capture all available data points in the historical loss rate calculation. The quantitative component of the ACL involves assumptions that require a significant level of estimation; these include historical losses as a predictor of future performance, appropriateness of selected delay periods, and the reasonableness of the portfolio segmentation.
A historical data set is expected to provide the best indication of future credit performance. Delay periods represent the amount of time it takes a cohort of loans to become seasoned, or incur sufficient attrition through pay downs, renewals, or charge-offs. Portfolio segmentation relates to the pooling of loans with similar risk characteristics, such as industry types, collateral, and consumer purpose.
On an annual basis, in the first quarter, management performs a recalibration of the delay periods and portfolio segmentation to determine whether they are reasonable and appropriate based on the information available at that time.
Management considers qualitative adjustments to expected credit loss estimates for information not already captured in the loss estimation process. Where past performance may not be representative of future losses, loss rates are adjusted for qualitative and economic forecast factors. Management uses the peak three consecutive quarter net charge off rate to capture maximum potential volatility over the reasonable and supportable forecast period. Historical losses utilized in setting the qualitative factor ranges are anchored to 2008 and may be supplemented by peer information when needed. The qualitative factor ranges are recalibrated annually to capture recent behavior that is indicative of the credit profile of the current portfolio.
Qualitative factors include items, such as changes in lending policies or procedures, asset specific risks, and economic uncertainty in forward-looking forecasts. Economic indicators utilized in forecasting include unemployment rate, gross domestic product, housing starts, and interest rates. Management uses a two-year reasonable and supportable period across all loan segments to forecast economic conditions. Management believes the two-year time horizon aligns with available industry guidance and various forecasting sources. Economic forecast adjustments are overlaid onto historical loss rates. As such, reversion from forecast rates to historical loss rates is immediate.
The ACL and allowance for unfunded commitments were $46.2 million and $1.8 million, respectively at September 30, 2024, compared to $39.8 million and $2.0 million, respectively at December 31, 2023. The qualitative amount of the reserve increased $1.6 million to $12.6 million. The quantitative amount is $33.3 million at September 30, 2024, compared to $28.4 million at December 31, 2023. There was a decrease of $200 thousand in the allowance for unfunded commitments. See additional discussion of ACL in the Allowance for Credit Losses section below.
Based on management’s analysis of the current portfolio, management believes the allowance is adequate. Changes in the financial condition of individual borrowers, economic conditions, historical loss experience, or the condition of the various markets in which collateral may be sold may affect the required level of the allowance for credit losses and the associated provision for credit losses. As management monitors these changes, as well as those factors discussed above, adjustments may be recorded to the allowance for credit losses and the associated provision for credit losses in the future.
Summary of Operating Results
Net income for the three months ended September 30, 2024 was $8.7 million, compared to $16.3 million for the same period in 2023. Basic earnings per share decreased to $0.74 for the third quarter of 2024 compared to $1.37 for the same period in 2023. Return on average assets and return on average equity were 0.64% and 6.39% respectively, for the three months ended September 30, 2024 compared to 1.35% and 13.19% for the three months ended September 30, 2023. Net income for the nine months ended September 30, 2024 was $31.0 million, compared to $48.3 million for the same period in 2023. Basic earnings per share decreased to $2.63 for the first nine months of 2024 compared to $4.02 for the same period in 2023. Return on average assets and return on average equity were 0.82% and 7.80% respectively, for the nine months ended September 30, 2024 compared to 1.33% and 12.98% for the nine months ended September 30, 2023.
In light of events in the banking sector, including bank failures, continuing interest rate activity and recessionary concerns, the Corporation has proactively positioned the balance sheet to mitigate the risks affecting the Corporation and the overall banking industry in order to serve its clients and communities.
The Corporation will continue its safe and sound banking practices, but the continuing impact of the 2023 crisis and further extent on the Corporation’s operations and financial results for the remainder of 2024 is uncertain and cannot be predicted.
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 $6.0 million in the three months ended September 30, 2024 to $47.2 million from $41.2 million in the same period in 2023. The net interest margin for the three months ended September 30, 2024 is 3.78% compared to 3.74% for the same period in 2023, a 1.16% increase. Net interest income decreased $2.3 million in the nine months ended September 30, 2024 to $125.4 million from $127.7 million in the same period in 2023. The net interest margin for the nine months ended September 30, 2024 is 3.63% compared to 3.83% for the same period in 2023.
The increase in yields on net loans and leases of 44 basis points is the primary contributor to the improved yield on average earning assets for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, which was due to market conditions as a result of Federal Reserve interest rate increases. Comparing the nine months ended September 30, 2024 to the nine months ended September 30, 2023, the effective rate paid on average interest-bearing deposits increased 72 basis points, due to rate competition in the market. For the same period discussed above, interest paid on other borrowings increased 99 basis points due to higher borrowing rates.
Non-Interest Income
Non-interest income for the three months ended September 30, 2024 was $11.2 million compared to $11.6 million for the same period in 2023. Non-interest income for the nine months ended September 30, 2024 was $30.6 million compared to $31.5 million for the same period in 2023.
Non-Interest Expenses
The Corporation’s non-interest expense for the quarter ended September 30, 2024 was $38.6 million compared to $32.3 million for the same period in 2023. The Corporation’s non-interest expense for the nine months ended September 30, 2024 increased $8.7 million to $104.6 milllion compared to the same period in 2023. This includes $1.7 million of acquisition related expenses, as well as an overall increase in operating expenses as a result of the acquisition.
Allowance for Credit Losses
The Corporation’s provision for credit losses for the three months ended September 30, 2024, was $9.4 million, compared to provision of $1.2 million for the same period of 2023. Net charge-offs for the third quarter of 2024 were $4.6 million compared to net charge-offs of $2.1 million for the same period of 2023. The provision for credit losses increased $9.4 million to $14.2 million for the nine months ended September 30, 2024, compared to a provision of $4.8 million for the same period in 2023. Net charge-offs for the first nine months of 2024 increased $5.2 million to $10.8 million compared to the same period in 2023. The Corporation recorded $5.5 million in Day 2 provision on non-PCD loans acquired from SimplyBank. Additionally, the increase in provision as well as charge-offs were related to one previously identified credit, reflecting further deterioration in collateral values in the quarter. No further losses are expected on this credit. Based on management’s analysis of the current portfolio, an evaluation that includes consideration of changes in CECL model assumptions of credit quality, economic conditions, and loan composition, management believes the allowance is adequate. In the first nine months of 2024, no significant changes were made.
Income Tax Expense
The Corporation’s effective income tax rate for the first nine months of 2024 was 16.44% compared to 17.37% for the same period in 2023. Pretax income for the first nine months in 2023 was significantly higher than pretax income for first nine months in 2024. Since our permanent differences remained similar, income was the driving factor for the decrease in effective tax rate.
Non-performing Loans
Non-performing loans consist of (1) non-accrual loans on which the ultimate collectability of the full amount of interest is uncertain, and (2) loans past due ninety days or more as to principal or interest. Non-performing loans decreased to $14.1 million at September 30, 2024 compared to $24.6 million at December 31, 2023. Nonperforming loans increased 12.3% compared to $12.6 million as of September 30, 2023.
A summary of non-performing loans at September 30, 2024 and December 31, 2023 follows:
(000's)
Non-accrual loans
Accruing loans past due over 90 days
1,517
14,134
24,556
Ratio of the allowance for credit losses as a percentage of non-performing loans
326.7
161.9
The following loan categories comprise significant components of the nonperforming non-restructured loans:
Commercial loans
7,428
18,380
Residential loans
2,524
2,065
Consumer loans
2,665
3,151
Past due 90 days or more
1,475
911
Interest Rate Sensitivity and Liquidity
First Financial Corporation has established risk measures, limits and policy guidelines for managing interest rate risk and liquidity. Responsibility for management of these functions resides with the Asset Liability Committee. The primary goal of the Asset Liability Committee is to maximize net interest income within the interest rate risk limits approved by the Board of Directors.
Interest Rate Risk
Management considers interest rate risk to be the Corporation’s most significant market risk. Interest rate risk is the exposure to changes in net interest income as a result of changes in interest rates. Consistency in the Corporation’s net interest income is largely dependent on the effective management of this risk.
The Asset Liability position is measured using sophisticated risk management tools, including earning simulation and market value of equity sensitivity analysis. These tools allow management to quantify and monitor both short-term and long-term exposure to interest rate risk. Simulation modeling measures the effects of changes in interest rates, changes in the shape of the yield curve and the effects of embedded options on net interest income. This measure projects earnings in the various environments over the next three years. It is important to note that measures of interest rate risk have limitations and are dependent on various assumptions. These assumptions are
inherently uncertain and, as a result, the model cannot precisely predict the impact of interest rate fluctuations on net interest income. Actual results will differ from simulated results due to timing, frequency and amount of interest rate changes as well as overall market conditions. The Committee has performed a thorough analysis of these assumptions and believes them to be valid and theoretically sound. These assumptions are continuously monitored for behavioral changes.
The Corporation from time to time utilizes derivatives to manage interest rate risk. Management continuously evaluates the merits of such interest rate risk products but does not anticipate the use of such products to become a major part of the Corporation’s risk management strategy.
The table below shows the Corporation’s estimated sensitivity profile as of September 30, 2024. The change in interest rates assumes a parallel shift in interest rates of 100, 200, and 300 basis points. Given a 100 basis point increase in rates, net interest income would decrease 1.55% over the next 12 months and increase 1.09% over the following 12 months. Given a 100 basis point decrease in rates, net interest income would increase 5.96% over the next 12 months and increase 2.74% over the following 12 months. These estimates assume all rate changes occur overnight and management takes no action as a result of this change.
Basis Point
Percentage Change in Net Interest Income
Interest Rate Change
12 months
24 months
36 months
Down 300
6.88
(2.95)
(13.56)
Down 200
6.32
(0.36)
(7.92)
Down 100
5.96
2.74
(1.14)
Up 100
(1.55)
1.09
4.57
Up 200
(6.25)
(1.13)
5.76
Up 300
(9.48)
(1.89)
8.41
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 $14.4 million of investments that mature throughout the next 12 months. The Corporation also anticipates $131.9 million of principal payments from mortgage-backed and other securities. Given the current rate environment, the Corporation anticipates $26.9 million in securities to be called within the next 12 months. The Corporation also has $346.3 million of unused borrowing capacity available with the Federal Home Loan Bank of Indianapolis, $378.9 million available with the Federal Reserve Bank, and $125 million of available fed funds lines with correspondent banks. With these sources of funds, the Corporation currently anticipates adequate liquidity to meet the expected obligations of its customers.
Financial Condition
Comparing the first nine months of 2024 to year-ended December 31, 2023, loans net of deferred loan costs, have increased $547 million to $3.7 billion. Deposits increased 15.3% to $4.7 billion at September 30, 2024 compared to December 31, 2023. Other borrowings decreased $78.1 million to $30.5 million at September 30, 2024 compared to December 31, 2023. Shareholders’ equity increased 7.19% or $38.0 million. This financial performance increased book value per share 7.08% to $47.93 at September 30, 2024 from $44.76 at December 31, 2023. Book value per share is calculated by dividing the total shareholders’ equity by the number of shares outstanding. Accumulated other comprehensive loss increased $24.3 million primarily due to the market value of the securities portfolio, which reflected the increase in securities pricing.
Capital Adequacy
The Federal Reserve, OCC and Federal Deposit Insurance Corporation (collectively, joint agencies) establish regulatory capital guidelines for U.S. banking organizations. Regulatory capital guidelines require that capital be measured in relation to the credit and market risks of both on- and off-balance sheet items using various risk weights. On January 1, 2015, the Basel 3 rules became effective and include transition provisions through January 1, 2019. Under Basel 3, Total capital consists of two tiers of capital, Tier 1 and Tier 2. Tier 1 capital is further composed of Common equity tier 1 capital and additional tier 1 capital.
Common equity tier 1 capital primarily includes qualifying common shareholders’ equity, retained earnings and certain minority interests. Goodwill, disallowed intangible assets and certain disallowed deferred tax assets are excluded from Common equity tier 1 capital.
Additional tier 1 capital primarily includes qualifying non-cumulative preferred stock, trust preferred securities (Trust Securities) subject to phase-out and certain minority interests. Certain deferred tax assets are also excluded.
Tier 2 capital primarily consists of qualifying subordinated debt, a limited portion of the allowance for loan and lease losses, Trust Securities subject to phase-out and reserves for unfunded lending commitments. The Corporation’s Total capital is the sum of Tier 1 capital plus Tier 2 capital.
To meet adequately capitalized regulatory requirements, an institution must maintain a Tier 1 capital ratio of 8.50 percent and a Total capital ratio of 10.50 percent. A “well-capitalized” institution must generally maintain capital ratios 200 bps higher than the minimum guidelines. The risk-based capital rules have been further supplemented by a Tier 1 leverage ratio, defined as Tier 1 capital divided by quarterly average total assets, after certain adjustments. BHCs must have a minimum Tier 1 leverage ratio of at least 4.0 percent. National banks must maintain a Tier 1 leverage ratio of at least 5.0 percent to be classified as “well capitalized.” Failure to meet the capital requirements established by the joint agencies can lead to certain mandatory and discretionary actions by regulators that could have a material adverse effect on the Corporation’s financial position. Below are the capital ratios for the Corporation and lead bank.
The fully phased in capital conservation buffer set the minimum ratios for common equity Tier 1 capital at 7%, the Tier 1 capital at 8.5% and the total capital at 10.5%. Currently the Corporation exceeds all of these minimums.
To Be Well Capitalized
Common equity tier 1 capital
Corporation
12.31
14.76
N/A
First Financial Bank
12.63
13.84
Total risk-based capital
13.34
15.80
13.67
14.89
Tier I risk-based capital
Tier I leverage capital
10.25
12.14
10.27
10.73
ITEM 4.Controls and Procedures
First Financial Corporation’s management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of September 30, 2024, an evaluation was performed under the supervision and with the participation of management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures. Based on that evaluation, management, including the principal executive officer and principal financial officer, concluded that the Corporation’s disclosure controls and procedures as of September 30, 2024 were effective in ensuring material information required to be disclosed in this Quarterly Report on Form 10-Q was recorded, processed, summarized, and reported on a timely basis. Additionally, there was no change in the Corporation's internal control over financial reporting that occurred during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting.
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 2023 Form 10-K filed for December 31, 2023.
ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds.
The Corporation periodically acquires shares of its common stock directly from shareholders in individually negotiated transactions. On April 21, 2022 First Financial Corporation issued a press release announcing that its Board of Directors has authorized a stock repurchase program pursuant to which up to 10% of the Corporations outstanding shares of common stock, or approximately 1,243,531 shares may be repurchased.
Following is certain information regarding shares of common stock purchased by the Corporation during the quarter covered by this report.
(c)
Total Number Of Shares
(b)
Purchased As Part Of
Maximum
Total Number Of
Average Price
Publicly Announced Plans
Number of Shares That May Yet
Shares Purchased
Paid Per Share
Or Programs *
Be Purchased *
July 1-31, 2024
August 1-31, 2024
September 1-30, 2024
518,860
ITEM 3.Defaults upon Senior Securities.
Not applicable.
ITEM 4.Mine Safety Disclosures
ITEM 5.Other Information.
During the three months ended September 30, 2024, there were no Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements adopted, modified or terminated by any director or officer of the Corporation.
ITEM 6.Exhibits.
Exhibit No.:
Description of Exhibit:
3.1
Amended and Restated Articles of Incorporation of First Financial Corporation, incorporated by reference to Exhibit 3(i) of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.
3.2
Amended and Restated Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed on February 22, 2021.
3.3
Articles of Amendment to the Amended and Restated Articles of Incorporation of First Financial Corporation, incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed on April 27, 2021.
10.1*
Employment Agreement for Norman L. Lowery, dated and effective January 1, 2024, incorporated by reference to Exhibit 10.01 of the Corporation’s Form 8-K filed on October 20, 2023.
10.2*
2001 Long-Term Incentive Plan of First Financial Corporation, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.
10.5*
2005 Long-Term Incentive Plan of First Financial Corporation, incorporated by reference to Exhibit 10.7 of the Corporation’s Form 8-K filed on September 4, 2007.
10.6*
2005 Executives Deferred Compensation Plan, incorporated by reference to Exhibit 10.5 of the Corporation’s Form 8-K filed on September 4, 2007.
10.7*
2005 Executives Supplemental Retirement Plan, incorporated by reference to Exhibit 10.6 of the Corporation’s Form 8-K filed on September 4, 2007.
10.9*
First Financial Corporation 2010 Long-Term Incentive Compensation Plan incorporated by reference to Exhibit 10. 9 of the Corporation’s Form 10-K filed March 15, 2011.
10.10*
First Financial Corporation 2011 Short-Term Incentive Compensation Plan incorporated by reference to Exhibit 10.10 of the Corporation’s Form 10-K filed March 15, 2011.
10.11*
First Financial Corporation Amended and Restated 2011 Omnibus Equity Incentive Plan incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K for the annual meeting filed on April 27, 2021.
10.12*
Form of Restricted Stock Award Agreement under the First Financial Corporation 2011 Omnibus Equity Incentive Plan incorporated by reference to Exhibit 10.12 of the Corporation’s Form 10-Q for the quarter ended March 31, 2012 filed on May 10, 2012.
10.13*
Employment Agreement for Norman D. Lowery, effective July 1, 2024, incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K filed August 7, 2024.
10.14*
Employment Agreement for Rodger A. McHargue, effective July 1, 2024, incorporated by reference to Exhibit 10.2 of the Corporation’s Form 8-K filed August 7, 2024.
10.15*
Employment Agreement for Stephen P. Panagouleas, effective July 1, 2024, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 8-K filed August 7, 2024.
10.16*
Employment Agreement for Mark A. Franklin, effective July 1, 2024, incorporated by reference to Exhibit 10.4 of the Corporation’s Form 8-K filed August 7, 2024.
31.1
Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 by Principal Executive Officer, dated November 6, 2024.
31.2
Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 by Principal Financial Officer, dated November 6, 2024.
32.1
Certification, dated November 6, 2024, of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2005 on Form 10-Q for the quarter ended September 30, 2024.
101.1
Financial statements from the Quarterly Report on Form 10-Q of the Corporation for the quarter ended September 30, 2024, 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.
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.
(Registrant)
Date: November 6, 2024
By /s/ Norman D. Lowery
Norman D. Lowery, President, CEO & Director
(Principal Executive Officer)
By /s/ Rodger A. McHargue
Rodger A. McHargue, Treasurer and CFO
(Principal Financial Officer)