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THFF First Financial Corp. - Indiana

Filed: 5 May 21, 9:37am
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, 2021
 
☐ 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) 
Indiana35-1546989
(State or other jurisdiction(I.R.S. Employer
incorporation or organization)Identification No.)
  
One First Financial Plaza, Terre Haute, IN47807
(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 classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.125 per shareTHFFThe 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 þ  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 þ   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 filerþ
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 þ.
 
As of May 3, 2021, the registrant had outstanding 13,536,782 shares of common stock, without par value. 


FIRST FINANCIAL CORPORATION
 
FORM 10-Q
 
INDEX 
 
 

2

Part I – Financial Information
Item 1.Financial Statements
FIRST FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except per share data)
March 31,
2021
December 31,
2020
    (unaudited)
ASSETS  
Cash and due from banks$666,846 $657,470 
Federal funds sold585 301 
Securities available-for-sale1,097,093 1,020,744 
Loans:  
  Commercial1,571,142 1,521,711 
  Residential592,053 604,652 
  Consumer477,633 479,750 
 2,640,828 2,606,113 
(Less) plus:  
  Net deferred loan (fees)/costs6,109 4,181 
  Allowance for credit losses(46,776)(47,052)
 2,600,161 2,563,242 
Restricted stock14,825 14,812 
Accrued interest receivable15,465 16,957 
Premises and equipment, net62,584 62,063 
Bank-owned life insurance96,184 95,849 
Goodwill78,592 78,592 
Other intangible assets8,539 8,972 
Other real estate owned942 1,012 
Other assets39,400 37,530 
TOTAL ASSETS$4,681,216 $4,557,544 
LIABILITIES AND SHAREHOLDERS’ EQUITY  
Deposits:  
  Non-interest-bearing$805,645 $732,694 
  Interest-bearing:  
    Certificates of deposit exceeding the FDIC insurance limits118,162 107,764 
    Other interest-bearing deposits2,981,541 2,915,487 
 3,905,348 3,755,945 
Short-term borrowings98,775 116,061 
Other borrowings5,874 5,859 
Other liabilities73,107 82,687 
TOTAL LIABILITIES4,083,104 3,960,552 
Shareholders’ equity  
Common stock, $0.125 stated value per share;
Authorized shares-40,000,000
Issued shares-16,075,154 in 2021 and 16,075,154 in 2020
Outstanding shares-13,524,070 in 2021 and 13,558,511 in 20202,008 2,007 
Additional paid-in capital141,024 140,820 
Retained earnings533,980 521,103 
Accumulated other comprehensive income/(loss)(832)9,764 
Less: Treasury shares at cost-2,551,084 in 2021 and 2,516,643 in 2020(78,068)(76,702)
TOTAL SHAREHOLDERS’ EQUITY598,112 596,992 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$4,681,216 $4,557,544 
See accompanying notes. 
3

FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Dollar amounts in thousands, except per share data) 
Three Months Ended
March 31,
 20212020
 (unaudited)(unaudited)
INTEREST INCOME:  
Loans, including related fees$31,857 $35,034 
Securities:  
Taxable3,079 4,029 
Tax-exempt2,074 1,938 
Other346 402 
TOTAL INTEREST INCOME37,356 41,403 
INTEREST EXPENSE:  
Deposits2,286 4,530 
Short-term borrowings98 267 
Other borrowings59 256 
TOTAL INTEREST EXPENSE2,443 5,053 
NET INTEREST INCOME34,913 36,350 
Provision for credit losses452 2,690 
NET INTEREST INCOME AFTER PROVISION  
FOR CREDIT LOSSES34,461 33,660 
NON-INTEREST INCOME:  
Trust and financial services1,305 1,534 
Service charges and fees on deposit accounts2,243 2,998 
Other service charges and fees4,242 3,330 
Securities gains (losses), net(152)194 
Gain on sales of mortgage loans1,393 698 
Other263 341 
TOTAL NON-INTEREST INCOME9,294 9,095 
NON-INTEREST EXPENSE:  
Salaries and employee benefits15,677 15,972 
Occupancy expense2,149 1,929 
Equipment expense2,578 2,461 
FDIC Expense298 (230)
Other6,937 7,422 
TOTAL NON-INTEREST EXPENSE27,639 27,554 
INCOME BEFORE INCOME TAXES16,116 15,201 
Provision for income taxes3,239 3,020 
NET INCOME12,877 12,181 
OTHER COMPREHENSIVE INCOME (LOSS)  
Change in unrealized gains/(losses) on securities, net of reclassifications and taxes(11,068)13,098 
Change in funded status of post retirement benefits, net of taxes472 404 
COMPREHENSIVE INCOME$2,281 $25,683 
PER SHARE DATA  
Basic and Diluted Earnings per Share$0.95 $0.89 
Weighted average number of shares outstanding (in thousands)13,533 13,740 
See accompanying notes.
4

FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Three Months Ended
March 31, 2021, and 2020
(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, 2020$2,005 $139,694 $492,055 $(7,501)$(68,645)$557,608 
Net income12,181 12,181 
Other comprehensive income (loss)13,502 13,502 
Omnibus Equity Incentive Plan204 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 
Balance, January 1, 2021$2,007 $140,820 $521,103 $9,764 $(76,702)$596,992 
Net income12,877 12,877 
Other comprehensive income (loss)(10,596)(10,596)
Omnibus Equity Incentive Plan204 205 
Treasury shares purchased (34,441 shares)— — — — (1,366)(1,366)
Balance, March 31, 2021$2,008 $141,024 $533,980 $(832)$(78,068)$598,112 
See accompanying notes.





























5

FIRST FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands, except per share data)  
Three Months Ended
March 31,
 20212020
 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:  
Net Income$12,877 $12,181 
Adjustments to reconcile net income to net cash provided by operating activities:  
Net amortization (accretion) of premiums and discounts on investments2,015 1,462 
Provision for credit losses452 2,690 
Securities (gains) losses152 (194)
Gain on sales of mortgage loans(1,393)(698)
(Gain) Loss on sale of other real estate28 23 
Restricted stock compensation205 204 
Depreciation and amortization1,572 1,400 
Other, net(716)8,611 
NET CASH FROM OPERATING ACTIVITIES15,192 25,679 
CASH FLOWS FROM INVESTING ACTIVITIES:  
Proceeds from sales of securities available-for-sale4,913 27,604 
Calls, maturities and principal reductions on securities available-for-sale75,551 46,517 
Purchases of securities available-for-sale(172,833)(63,516)
Loans made to customers, net of repayment(35,178)33,764 
Purchase of restricted stock(13)(6)
Proceeds from sales of other real estate owned36 44 
Net change in federal funds sold(284)7,499 
Additions to premises and equipment(1,660)(1,557)
NET CASH FROM INVESTING ACTIVITIES(129,468)50,349 
CASH FLOWS FROM FINANCING ACTIVITIES:  
Net change in deposits149,486 16,281 
Net change in short-term borrowings(17,286)3,665 
Maturities of other borrowings(5,000)
Proceeds from other borrowings1,500 
Purchase of treasury stock(1,366)(1,724)
Dividends paid(7,182)(7,142)
NET CASH FROM FINANCING ACTIVITIES123,652 7,580 
NET CHANGE IN CASH AND CASH EQUIVALENTS9,376 83,608 
CASH AND DUE FROM BANKS, BEGINNING OF PERIOD657,470 127,426 
CASH AND DUE FROM BANKS, END OF PERIOD$666,846 $211,034 
See accompanying notes.

6

FIRST FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
The accompanying March 31, 2021 and 2020 consolidated financial statements are unaudited. The December 31, 2020 consolidated financial statements are as reported in the First Financial Corporation (the “Corporation”) 2020 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, 2020. 

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 1 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 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.

The CARES Act included an option for entities to delay the implementation of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, ("CECL") until the earlier of the termination date of the National emergency declaration by the President or December 31, 2020. The Corporation adopted ASU 2016-13 on December 31, 2020 with an effective date of January 1, 2020. In the first three quarters of 2020 the provision was calculated using the incurred loss basis. Beginning in the fourth quarter 2020, the provision was calculated using CECL.

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 2021 and 2020, 0 and 19,688 shares were awarded, respectively. These shares had a grant date value of 0 and $837 thousand for 2021 and 2020, vest over three years, and their grant is not subject
7

to future performance measures. The award granted in 2021 was awarded in April 2021. Outstanding shares are increased at the award date for the total shares awarded.

2.Allowance for Credit Losses

The following table presents the activity of the allowance for credit losses by portfolio segment for the three months ended March 31. 
Allowance for Credit Losses:March 31, 2021
(Dollar amounts in thousands)CommercialResidentialConsumerUnallocatedTotal
Beginning balance$16,901 $19,142 $11,009 $$47,052 
Provision for credit losses(478)(262)1,028 164 452 
Loans charged-off(186)(188)(1,964)(2,338)
Recoveries478 147 985 1,610 
Ending Balance$16,715 $18,839 $11,058 $164 $46,776 
Allowance for Credit Losses:March 31, 2020
(Dollar amounts in thousands)CommercialResidentialConsumerUnallocatedTotal
Beginning balance$8,945 $1,302 $8,304 $1,392 $19,943 
Provision for credit losses520 251 1,780 139 2,690 
Loans charged-off(533)(257)(2,114)(2,904)
Recoveries391 156 787 1,334 
Ending Balance$9,323 $1,452 $8,757 $1,531 $21,063 




8

The following table presents loans individually evaluated for impairment by class of loans. 
Three Months Ended
March 31, 2020
 Average
Recorded
Interest
Income
Cash Basis
Interest Income
(Dollar amounts in thousands)InvestmentRecognizedRecognized
With no related allowance recorded:   
Commercial   
 Commercial & Industrial$1,069 $$
 Farmland1,661 
 Non Farm, Non Residential1,756 
 Agriculture
 All Other Commercial27 
Residential   
 First Liens3,766 
 Home Equity
 Junior Liens
 Multifamily
 All Other Residential
Consumer   
 Motor Vehicle
 All Other Consumer
With an allowance recorded:   
Commercial   
 Commercial & Industrial145 
 Farmland
 Non Farm, Non Residential
 Agriculture
 All Other Commercial
Residential   
 First Liens
 Home Equity
 Junior Liens
 Multifamily
 All Other Residential
Consumer   
 Motor Vehicle
 All Other Consumer
TOTAL$8,424 $$







9


The tables below present the recorded investment in non-performing loans by class of loans.
 March 31, 2021
Loans Past
Due Over
90 Days Still
Nonaccrual
With No
Allowance
(Dollar amounts in thousands)AccruingNonaccrualFor Credit Loss
Commercial   
 Commercial & Industrial$$4,443 $1,047 
 Farmland188 
 Non Farm, Non Residential3,366 3,175 
 Agriculture1,159 146 56 
 All Other Commercial533 23 
Residential  
 First Liens653 2,996 72 
 Home Equity72 
 Junior Liens171 223 
 Multifamily1,380 
 All Other Residential127 
Consumer  
 Motor Vehicle92 574 
 All Other Consumer14 497 
TOTAL$2,091 $14,545 $4,373 
 December 31, 2020
Loans Past
Due Over
90 Days Still
Nonaccrual
With No
Allowance
(Dollar amounts in thousands)AccruingNonaccrualFor Credit Loss
Commercial   
 Commercial & Industrial$$4,838 $1,080 
 Farmland195 
 Non Farm, Non Residential3,729 3,267 
 Agriculture409 
 All Other Commercial533 24 
Residential  
 First Liens1,746 2,604 86 
 Home Equity88 30 
 Junior Liens252 206 
 Multifamily1,380 
 All Other Residential135 
Consumer  
 Motor Vehicle372 754 
 All Other Consumer554 
TOTAL$2,458 $15,367 $4,457 




10

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

March 31, 2021
Collateral Type
(Dollar amounts in thousands)Real EstateOther
Commercial
Commercial & Industrial$3,230 $1,527 
Farmland2,771 
Non Farm, Non Residential6,713 
Agriculture— 378 
All Other Commercial529 23 
Residential
First Liens72 — 
Home Equity— — 
Junior Liens— — 
Multifamily1,380 — 
All Other Residential— — 
Consumer
Motor Vehicle— — 
All Other Consumer— — 
Total$14,695 $1,928 



December 31, 2020
Collateral Type
(Dollar amounts in thousands)Real EstateOther
Commercial
Commercial & Industrial$3,293 $2,221 
Farmland2,771 
Non Farm, Non Residential6,838 
Agriculture— 599 
All Other Commercial528 24 
Residential
First Liens86 — 
Home Equity— — 
Junior Liens— — 
Multifamily1,380 — 
All Other Residential— — 
Consumer
Motor Vehicle— — 
All Other Consumer— — 
Total$14,896 $2,844 





11

The following tables presents the aging of the recorded investment in loans by past due category and class of loans.  
March 31, 2021
30-59 Days60-89 DaysGreater
than 90 days
Total
(Dollar amounts in thousands)Past DuePast DuePast DuePast DueCurrentTotal
Commercial      
 Commercial & Industrial$696 $54 $3,256 $4,006 $694,263 $698,269 
 Farmland87 87 114,518 114,605 
 Non Farm, Non Residential303 310 348,314 348,624 
 Agriculture1,198 1,200 110,920 112,120 
 All Other Commercial357 23 380 304,293 304,673 
Residential      
 First Liens3,771 774 1,672 6,217 309,514 315,731 
 Home Equity38 77 63 178 58,946 59,124 
 Junior Liens289 33 282 604 51,962 52,566 
 Multifamily150,123 150,123 
 All Other Residential56 56 15,980 16,036 
Consumer      
 Motor Vehicle2,264 323 114 2,701 446,489 449,190 
 All Other Consumer127 12 14 153 30,109 30,262 
TOTAL$7,903 $1,273 $6,716 $15,892 $2,635,431 $2,651,323 
 
 December 31, 2020
30-59 Days60-89 DaysGreater
than 90 days
Total
(Dollar amounts in thousands)Past DuePast DuePast DuePast DueCurrentTotal
Commercial      
 Commercial & Industrial$685 $746 $3,364 $4,795 $603,777 $608,572 
 Farmland22 91 113 118,528 118,641 
 Non Farm, Non Residential155 271 426 350,681 351,107 
 Agriculture28 30 275 333 146,147 146,480 
 All Other Commercial24 24 305,612 305,636 
Residential      
 First Liens5,506 1,866 2,365 9,737 314,730 324,467 
 Home Equity260 29 104 393 60,362 60,755 
 Junior Liens421 68 341 830 53,346 54,176 
 Multifamily151,042 151,042 
 All Other Residential50 50 15,918 15,968 
Consumer      
 Motor Vehicle6,975 1,294 560 8,829 441,283 450,112 
 All Other Consumer164 19 13 196 31,401 31,597 
TOTAL$14,216 $4,102 $7,408 $25,726 $2,592,827 $2,618,553 
12

During the three months ended March 31, 2021 and 2020, the terms of certain loans were modified as troubled debt restructurings (TDRs). The following tables present the activity for TDRs.
2021
(Dollar amounts in thousands)CommercialResidentialConsumerTotal
January1,$$3,589 $617 $4,206 
    Added378 48 426 
    Charged Off(43)(43)
    Payments(79)(46)(125)
March 31,$$3,888 $576 $4,464 
2020
(Dollar amounts in thousands)CommercialResidentialConsumerTotal
January 1,11 3,485 698 4,194 
    Added60 94 154 
    Charged Off(6)(35)(41)
    Payments(7)(101)(43)(151)
March 31,3,438 714 4,156 
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 2021 or 2020 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, 2021 and 2020 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, 2021 and 2020. The Corporation has not committed to lend additional amounts as of March 31, 2021 and 2020 to customers with outstanding loans that are classified as troubled debt restructurings. None of the charge-offs during the three and six months ended March 31, 2021 and 2020 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. As of March 31, 2021, 1,569 loans totaling $294 million were modified, related to COVID-19, that were not considered troubled debt restructurings. 1,212 loans totaling $215 million have resumed normal scheduled payments. 357 remaining loans are still under a debt relief plan, which include 30 commercial loans totaling $64 million that have been provided additional payment relief since the initial payment relief plan. 25 loans totaling $6 million are under the original payment relief plan.


13

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

Furthermore, non-homogeneous loans which were not individually analyzed, but are 90+ days past due or on non-accrual are classified as substandard. Loans included in homogeneous pools, such as residential or consumer may be classified as substandard due to 90+ days delinquency, non-accrual status, bankruptcy, or loan restructuring.
 

14

The following tables present the commercial loan portfolio by risk category:
March 31, 2021
Term Loans at Amortized Cost Basis by Origination YearRevolving
20212020201920182017PriorLoansTotal
Commercial
Commercial and IndustrialPass$104,837$109,143$83,173$53,023$37,391$108,574$146,899$643,040
Special Mention3,6592,0211,2159,6592235,5537,886$30,216
Substandard1,9496293014,0351,0075,8102,422$16,153
Doubtful$0
Not Rated4782,4221,3931,099447934$6,773
Subtotal$110,923$114,215$86,082$67,816$39,068$120,871$157,207$696,182
FarmlandPass$2,846$10,477$12,152$11,723$9,011$50,528$1,287$98,024
Special Mention9472263,454$4,627
Substandard3,4551,6972,3036942,446$10,595
Doubtful$0
Not Rated$0
Subtotal$6,301$12,174$15,402$11,723$9,931$56,428$1,287$113,246
Non Farm, Non ResidentialPass$22,066$39,647$30,719$36,813$61,209$117,690$5,456$313,600
Special Mention98930112,669$13,959
Substandard1,1724,26214,122$19,556
Doubtful$0
Not Rated558$558
Subtotal$22,066$39,647$32,880$36,813$65,772$145,039$5,456$347,673
AgriculturePass$1,097$12,033$11,280$3,182$5,261$19,662$39,771$92,286
Special Mention1791,4831,2036493,0635,085$11,662
Substandard4083132,4943,156$6,074
Doubtful$0
Not Rated198836$287
Subtotal$1,097$12,212$13,369$4,471$5,929$25,219$48,012$110,309
Other CommercialPass$10,262$48,893$51,429$37,387$58,717$87,250$6,381$300,319
Special Mention62,748$2,754
Substandard23550$573
Doubtful$0
Not Rated4838$86
Subtotal$10,262$48,893$51,429$37,435$58,784$90,548$6,381$303,732
Residential
Multifamily >5 ResidentialPass$1,302$47,900$9,564$36,134$19,483$22,151$1,248$137,782
Special Mention10,646$10,646
Substandard1,380$1,380
Doubtful$0
Not Rated$0
Subtotal$1,302$47,900$9,564$37,514$19,483$32,797$1,248$149,808
TotalPass$142,410$268,093$198,317$178,262$191,072$405,855$201,042$1,585,051
Special Mention3,6592,2004,63410,8621,40538,13312,971$73,864
Substandard5,4042,3264,1845,4185,99925,4225,578$54,331
Doubtful$0
Not Rated4782,4221,5911,2304911,492$7,704
Total commercial loans$151,951$275,041$208,726$195,772$198,967$470,902$219,591$1,720,950
15

December 31, 2020
Term Loans at Amortized Cost Basis by Origination YearRevolving
20202019201820172016PriorLoansTotal
Commercial
Commercial and IndustrialPass$159,494$77,253$64,298$41,806$20,564$103,598$91,615$558,628
Special Mention4,8481,3314,4272161,2784,5663,695$20,361
Substandard3,7803234,1871,1483,5432,5653,124$18,670
Doubtful$0
Not Rated2,6181,7721,4465801052,255$8,776
Subtotal$170,740$80,679$74,358$43,750$25,490$112,984$98,434$606,435
FarmlandPass$10,010$12,775$12,149$10,089$15,863$40,338$1,386$102,610
Special Mention9889472301,9002,656$6,721
Substandard1,7182,3037161,628826$7,191
Doubtful$0
Not Rated$0
Subtotal$12,716$16,025$12,149$11,035$19,391$43,820$1,386$116,522
Non Farm, Non ResidentialPass$39,914$33,261$38,111$63,371$49,511$83,052$4,092$311,312
Special Mention9983059,9826,811$18,096
Substandard1,1884,3107,4847,028$20,010
Doubtful$0
Not Rated682$682
Subtotal$39,914$35,447$38,111$67,986$66,977$97,573$4,092$350,100
AgriculturePass$13,336$8,330$3,485$5,329$3,732$16,792$67,052$118,056
Special Mention1,4831,20366454287,611$11,394
Substandard3,834182232,4351,9885,926$14,424
Doubtful$0
Not Rated159216110613$504
Subtotal$13,495$13,863$4,816$6,222$6,185$19,208$80,589$144,378
Other CommercialPass$44,673$57,200$41,470$61,442$40,196$50,325$5,162$300,468
Special Mention72,786$2,793
Substandard2452824$576
Doubtful$0
Not Rated35239345$439
Subtotal$44,673$57,203$41,522$61,512$41,069$53,135$5,162$304,276
Residential
Multifamily >5 ResidentialPass$44,599$9,892$36,563$19,749$4,676$21,704$1,293$138,476
Special Mention10210,662$10,764
Substandard1,380$1,380
Doubtful$0
Not Rated$0
Subtotal$44,599$9,892$37,943$19,749$4,778$32,366$1,293$150,620
TotalPass$312,026$198,711$196,076$201,786$134,542$315,809$170,600$1,529,550
Special Mention5,8364,7595,6301,42213,26727,90911,306$70,129
Substandard5,4987,6485,5856,42115,61812,4319,050$62,251
Doubtful$0
Not Rated2,7771,9911,6086254632,937$10,401
Total commercial loans$326,137$213,109$208,899$210,254$163,890$359,086$190,956$1,672,331

16

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, loans past due 90 days or more and still accruing interest, and loans modified under troubled debt restructurings are considered to be nonperforming for purposes of credit quality evaluation. The following table presents the balance of our other loan portfolio based on the credit risk profile of loans that are performing and loans that are nonperforming:
March 31, 2021
Term Loans at Amortized Cost Basis by Origination YearRevolving
20212020201920182017PriorLoansTotal
Residential
First LiensPerforming$23,110$43,222$26,178$29,181$30,991$155,216$3,272$311,170
Non-performing1193393,173$3,631
Subtotal$23,110$43,222$26,178$29,300$31,330$158,389$3,272$314,801
Home EquityPerforming$410$1,289$135$64$87$1,462$55,485$58,932
Non-performing695$74
Subtotal$410$1,289$135$64$87$1,531$55,490$59,006
Junior LiensPerforming$3,146$12,684$11,470$10,079$5,545$7,959$1,175$52,058
Non-performing505620576$387
Subtotal$3,146$12,684$11,520$10,135$5,750$8,035$1,175$52,445
Other ResidentialPerforming$1,482$9,033$1,907$1,339$288$1,118$681$15,848
Non-performing614836$145
Subtotal$1,482$9,033$1,968$1,387$288$1,154$681$15,993
Consumer
Motor VehiclePerforming$52,166$225,686$98,375$42,753$19,802$8,064$—$446,846
Non-performing942611718639$651
Subtotal$52,166$225,780$98,636$42,924$19,888$8,103$—$447,497
Other ConsumerPerforming$3,178$13,359$5,840$1,964$554$1,297$3,427$29,619
Non-performing142121561022157$517
Subtotal$3,192$13,571$5,996$2,066$575$1,302$3,434$30,136
TotalPerforming$83,492$305,273$143,905$85,380$57,267$175,116$64,040$914,473
Non-performing143065284966513,39812$5,405
Total other loans$83,506$305,579$144,433$85,876$57,918$178,514$64,052$919,878

17

December 31, 2020
Term Loans at Amortized Cost Basis by Origination YearRevolving
20202019201820172016PriorLoansTotal
Residential
First LiensPerforming$47,875$33,737$31,634$36,426$30,419$135,456$3,235$318,782
Non-performing40953431074,062$4,647
Subtotal$47,875$33,777$31,729$36,769$30,526$139,518$3,235$323,429
Home EquityPerforming$854$135$644$20$—$1,525$57,334$60,512
Non-performing19124$116
Subtotal$854$135$645$20$—$1,616$57,358$60,628
Junior LiensPerforming$13,125$12,742$11,139$6,214$3,948$5,099$1,333$53,600
Non-performing12948198966$450
Subtotal$13,125$12,871$11,187$6,412$3,957$5,165$1,333$54,050
Other ResidentialPerforming$9,773$2,775$1,372$292$178$733$651$15,774
Non-performing625039$151
Subtotal$9,773$2,837$1,422$292$178$772$651$15,925
Consumer
Motor VehiclePerforming$245,839$113,293$51,649$24,786$10,026$1,600$—$447,193
Non-performing3183552571273611$1,104
Subtotal$246,157$113,648$51,906$24,913$10,062$1,611$—$448,297
Other ConsumerPerforming$15,298$7,328$2,622$724$854$703$3,352$30,881
Non-performing2312009222819$572
Subtotal$15,529$7,528$2,714$746$854$711$3,371$31,453
TotalPerforming$332,764$170,010$99,060$68,462$45,425$145,116$65,905$926,742
Non-performing5497865436901524,27743$7,040
Total other loans$333,313$170,796$99,603$69,152$45,577$149,393$65,948$933,782
 
18


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, 2021
(Dollar amounts in thousands)Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
U.S. Government agencies$95,361 $3,676 $(95)$98,942 
Mortgage Backed Securities - residential447,454 7,162 (5,137)449,479 
Mortgage Backed Securities - commercial15,808 440 16,248 
Collateralized mortgage obligations179,460 3,975 (174)183,261 
State and municipal obligations305,159 16,976 (892)321,243 
Municipal taxable24,132 208 (407)23,933 
U.S. Treasury658 — 659 
Collateralized debt obligations3,328 3,328 
TOTAL$1,068,032 $35,766 $(6,705)$1,097,093 
December 31, 2020
(Dollar amounts in thousands)Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
U.S. Government agencies$92,710 $5,105 $(1)$97,814 
Mortgage Backed Securities-residential346,606 8,794 (279)355,121 
Mortgage Backed Securities-commercial17,931 559 18,490 
Collateralized mortgage obligations209,556 4,761 (157)214,160 
State and municipal obligations285,837 20,294 306,131 
Municipal taxable22,440 702 (3)23,139 
U.S. Treasury2,750 — 2,753 
Collateralized debt obligations3,136 3,136 
TOTAL$977,830 $43,354 $(440)$1,020,744 
 
Contractual maturities of debt securities at March 31, 2021 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
 AmortizedFair
(Dollar amounts in thousands)CostValue
Due in one year or less$11,871 $11,982 
Due after one but within five years47,557 49,041 
Due after five but within ten years61,647 64,494 
Due after ten years304,235 322,588 
 425,310 448,105 
Mortgage-backed securities and collateralized mortgage obligations642,722 648,988 
TOTAL$1,068,032 $1,097,093 
 
There were $5 thousand in gross gains and $157 thousand in losses from investment sales/calls realized by the Corporation for the three months ended March 31, 2021. For the three months ended March 31, 2020 there were $244 thousand in gross gains and $50 thousand in losses on sales/calls of investment securities.
 
19

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, 2021 and December 31, 2020. 
 March 31, 2021
 Less Than 12 MonthsMore Than 12 MonthsTotal
  Unrealized Unrealized Unrealized
(Dollar amounts in thousands)Fair ValueLossesFair ValueLossesFair ValueLosses
U.S. Government agencies$4,907 $(94)$185 $(1)$5,092 $(95)
Mortgage Backed Securities - Residential$267,771 $(5,137)$$$267,771 $(5,137)
Collateralized mortgage obligations26,296 (173)3,823 (1)30,119 (174)
State and municipal obligations52,179 (892)52,179 (892)
Municipal taxable13,122 (407)— — 13,122 (407)
Total temporarily impaired securities$364,275 $(6,703)$4,008 $(2)$368,283 $(6,705)
 
 December 31, 2020
 Less Than 12 MonthsMore Than 12 MonthsTotal
  Unrealized Unrealized Unrealized
(Dollar amounts in thousands)Fair ValueLossesFair ValueLossesFair ValueLosses
U.S. Government agencies$$$944 $(1)$944 $(1)
Mortgage Backed Securities - Residential$76,962 $(279)$$$76,962 $(279)
Mortgage Backed Securities - Commercial— — — — — — 
Collateralized mortgage obligations12,282 (108)3,767 (49)16,049 (157)
State and municipal obligations747 (3)747 (3)
U.S. Treasury250 — — — 250 — 
Total temporarily impaired securities$90,241 $(390)$4,711 $(50)$94,952 $(440)
 
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 $6.7 million as of March 31, 2021 and $440 thousand as of December 31, 2020. 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.

20


The table below presents a rollforward of the credit losses recognized in earnings for the three month periods ended March 31, 2021 and 2020:
Three Months Ended March 31,
(Dollar amounts in thousands)20212020
Beginning balance$2,974 $2,974 
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).
21

March 31, 2021
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
(Dollar amounts in thousands)Level 1Level 2Level 3Total
U.S. Government agencies$$98,942 $$98,942 
Mortgage Backed Securities-residential449,479 449,479 
Mortgage Backed Securities-commercial16,248 16,248 
Collateralized mortgage obligations183,261 183,261 
State and municipal319,348 1,895 321,243 
Municipal taxable— 23,933 — 23,933 
U.S. Treasury— 659 — 659 
Collateralized debt obligations3,328 3,328 
TOTAL$$1,091,870 $5,223 $1,097,093 
Derivative Assets 1,451   
Derivative Liabilities (1,451)  
December 31, 2020
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
(Dollar amounts in thousands)Level 1Level 2Level 3Total
U.S. Government agencies$$97,814 $$97,814 
Mortgage Backed Securities-residential355,121 355,121 
Mortgage Backed Securities-commercial18,490 18,490 
Collateralized mortgage obligations214,160 214,160 
State and municipal304,236 1,895 306,131 
Municipal taxable— 23,139 — 23,139 
U.S. Treasury— 2,753 — 2,753 
Collateralized debt obligations3,136 3,136 
TOTAL$$1,015,713 $5,031 $1,020,744 
Derivative Assets 2,465   
Derivative Liabilities (2,465)  
 
There were no transfers between Level 1 and Level 2 during 2021 and 2020.
 
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, 2021 and the year ended December 31, 2020. 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Three Months Ended March 31, 2021
(Dollar amounts in thousands)State and
municipal
obligations
Collateralized
debt
obligations
Total
Beginning balance, January 1$1,895 $3,136 $5,031 
Total realized/unrealized gains or losses   
Included in earnings
Included in other comprehensive income192 192 
Transfers
Settlements
Ending balance, March 31$1,895 $3,328 $5,223 
22

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Year Ended December 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(483)(483)
Purchases
Settlements(670)(670)
Ending balance, December 31$1,895 $3,136 $5,031 
  
    
The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at March 31, 2021.
(Dollar amounts in thousands)Fair ValueValuation Technique(s)Unobservable Input(s)Range
State and municipal obligations$1,895 Discounted cash flowDiscount rate
Probability of default
3.41%-4.44%
   0%
Collateral dependent loans$6,063 Discounted collateralDiscount rate for age of appraisal and market conditions0.00%-50.00%
The following table presents quantitative information about recurring and non-recurring Level 3 fair value measurements at December 31, 2020.
(Dollar amounts in thousands)Fair ValueValuation Technique(s)Unobservable Input(s)Range
State and municipal obligations$1,895 Discounted cash flowDiscount rate
Probability of default
3.41%-4.44%
   0%
Collateral dependent loans6,581 Discounted collateralDiscount rate for age of appraisal and market conditions0.00%-50.00%

Fair value is measured based on the value of the collateral securing those loans, and is determined using several methods. Generally the fair value of real estate is determined based on appraisals by qualified licensed appraisers. Appraisals for real estate generally use three methods to derive value: cost, sales or market comparison and income approach. The cost method bases value on the cost to replace current property. The market comparison evaluates the sales price of similar properties in the same market area. The income approach considers net operating income generated by the property and the investor’s required return. The final fair value is based on a reconciliation of these three approaches. If an appraisal is not available, the fair value may be determined by using a cash flow analysis, a broker’s opinion of value, the net present value of future cash flows, or an observable market price from an active market. Fair value of other real estate is based upon the current appraised values of the properties as determined by qualified licensed appraisers and the Company’s judgment of other relevant market conditions. Appraisals are obtained annually and reductions in value are recorded as a valuation through a charge to expense. The primary unobservable input used by management in estimating fair value are additional discounts to the appraised value to consider market conditions and the age of the appraisal, which are based on management’s past experience in resolving these types of properties. These discounts range from 0% to 50%. Values for non-real estate collateral, such as business equipment, are based on appraisals performed by qualified licensed appraisers or the customers financial statements. Values for non real estate collateral use much higher discounts than real estate collateral. Other real estate and individually evaluated loans carried at fair value are primarily comprised of smaller balance properties.




23

The following tables presents collateral dependent loans measured at fair value on a non-recurring basis, as of March 31, 2021 and December 31, 2020, which are all considered Level 3.
 March 31, 2021
(Dollar amounts in thousands)Carrying
Value
Allowance
for Credit
Losses
Allocated
Fair Value
Commercial   
Commercial & Industrial$3,711 $966 $2,745 
Farmland1,244 1,239 
Non Farm, Non Residential3,195 3,041 154 
Agriculture324 323 
All Other Commercial528 85 443 
Residential   
First Liens
Home Equity
Junior Liens
Multifamily1,380 221 1,159 
All Other Residential
Consumer   
Motor Vehicle
All Other Consumer
TOTAL$10,382 $4,319 $6,063 
 December 31, 2020
(Dollar amounts in thousands)Carrying
Value
Allowance
for Credit
Losses
Allocated
Fair Value
Commercial   
Commercial & Industrial$4,435 $1,363 $3,072 
Farmland1,231 35 1,196 
Non Farm, Non Residential3,193 3,038 155 
Agriculture600 162 438 
All Other Commercial528 52 476 
Residential   
First Liens
Home Equity
Junior Liens
Multifamily1,380 136 1,244 
All Other Residential
Consumer   
Motor Vehicle
All Other Consumer
TOTAL$11,367 $4,786 $6,581 
 
The carrying amounts and estimated fair value of financial instruments at March 31, 2021 and December 31, 2020, 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
24

of loans held for sale are based on market bids on the loans or similar loans. It was not practicable to determine the fair value of Federal Home Loan Bank stock due to restrictions placed on its transferability. Fair value of debt is based on current rates for similar financing. The fair value of off-balance sheet items is not considered material.

 March 31, 2021
 CarryingFair Value
(Dollar amounts in thousands)ValueLevel 1Level 2Level 3Total
Cash and due from banks$666,846 $28,588 $638,258 $$666,846 
Federal funds sold585 585 585 
Securities available-for-sale1,097,093 1,091,870 5,223 1,097,093 
Restricted stock14,825 n/an/an/an/a
Loans, net2,600,161 2,541,807 2,541,807 
Accrued interest receivable15,465 5,188 10,277 15,465 
Deposits(3,905,348)(3,914,133)(3,914,133)
Short-term borrowings(98,775)(98,775)(98,775)
Other borrowings(5,874)— (6,308)— (6,308)
Accrued interest payable(801)(801)(801)
 December 31, 2020
 CarryingFair Value
(Dollar amounts in thousands)ValueLevel 1Level 2Level 3Total
Cash and due from banks$657,470 $25,645 $631,825 $$657,470 
Federal funds sold301 — 301 — 301 
Securities available-for-sale1,020,744 1,015,713 5,031 1,020,744 
Restricted stock14,812 n/an/an/an/a
Loans, net2,563,242 2,560,683 2,560,683 
Accrued interest receivable16,957 3,521 13,436 16,957 
Deposits(3,755,945)(3,763,358)(3,763,358)
Short-term borrowings(116,061)(116,061)(116,061)
Other borrowings(5,859)— (6,297)— (6,297)
Accrued interest payable(1,033)(1,033)(1,033)
 
5.Short-Term Borrowings
 
Period–end short-term borrowings were comprised of the following:
 
(Dollar amounts in thousands)March 31, 2021December 31, 2020
Federal Funds Purchased$1,250 $6,500 
Repurchase Agreements97,525 109,561 
$98,775 $116,061 

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

25

Collateral pledged to repurchase agreements by remaining maturity are as follows:
March 31, 2021
Repurchase AgreementsRemaining Contractual Maturity of the Agreements
(Dollar amounts in thousands)Overnight and continuousUp to 30 days30 - 90 daysGreater than 90 daysTotal
Mortgage Backed Securities - Residential and Collateralized Mortgage Obligations$90,911 $90 $415 $6,109 $97,525 
December 31, 2020
Repurchase AgreementsRemaining Contractual Maturity of the Agreements
(Dollar amounts in thousands)Overnight and continuousUp to 30 days30 - 90 daysGreater than 90 daysTotal
Mortgage Backed Securities - Residential and Collateralized Mortgage Obligations$86,335 $1,086 $21,342 $798 $109,561 


6.Components of Net Periodic Benefit Cost
Three Months Ended March 31,
(Dollar amounts in thousands)Pension BenefitsPost-Retirement
Health Benefits
 2021202020212020
Service cost$339 $325 $11 $10 
Interest cost658 779 26 31 
Expected return on plan assets(1,178)(1,050)
Net amortization of prior service cost
Net amortization of net (gain) loss518 492 
Net Periodic Benefit Cost$337 $546 $37 $41 
 
Employer Contributions
 
First Financial Corporation previously disclosed in its financial statements for the year ended December 31, 2020 that it expected to contribute $2.3 million and $715 thousand respectively to its Pension Plan and ESOP and $240 thousand to the Post Retirement Health Benefits Plan in 2021. Contributions of 0 have been made to the Pension Plan thus far in 2021. Contributions of $56 thousand have been made through the first three months of 2021 for the Post Retirement Health Benefits plan. No contributions have been made in 2021 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 2021 and 2020 there has been $552 thousand and $412 thousand of expense accrued for potential contributions to these alternative retirement benefit options.
 

7.New accounting standards
 
Accounting Pronouncements Adopted:

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
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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 adopted ASU 2019-12 on January 1, 2021. ASU 2019-12 did not have a material impact on the Corporation's financial statements.

Recent Accounting Pronouncements:

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. In January 2021, the FASB issued ASU 2021-01 which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Corporation is evaluating the impacts of this ASU and has not yet determined whether LIBOR transition and this ASU will have material effects on the Corporation's business operations and consolidated financial statements.

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, 2021 and 2020. Items outside the scope of ASC 606 are noted as such.
Three Months Ended March 31,
(Dollar amounts in thousands)20212020
Non-interest income
Service charges on deposits and debit card fee income$5,594 $5,482 
Asset management fees1,305 1,291 
Interchange income84 91 
Net gains on sales of loans (a)
1,393 698 
Loan servicing fees (a)
353 325 
Net gains/(losses) on sales of securities (a)
(152)194 
Other service charges and fees (a)
416 392 
Other (b)
301 622 
     Total non-interest income$9,294 $9,095 
(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, 2021 and March 31, 2020, totaling zero and $(6) 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.

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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.

9.Accumulated Other Comprehensive Income

The following tables summarize the changes, net of tax, within each classification of accumulated other comprehensive income/(loss) for the three months ended March 31, 2021 and 2020. 
 Unrealized  
 gains and2021
(Losses) on
available-
for-sale
Retirement
(Dollar amounts in thousands)SecuritiesplansTotal
Beginning balance, January 1,$34,162 $(24,398)$9,764 
Change in other comprehensive income (loss) before reclassification(11,182)(11,182)
Amounts reclassified from accumulated other comprehensive income114 472 586 
Net current period other comprehensive income (loss)(11,068)472 (10,596)
Ending balance, March 31,$23,094 $(23,926)$(832)
 Unrealized  
 gains and2020
(Losses) on
available-
for-sale
Retirement
(Dollar amounts in thousands)SecuritiesplansTotal
Beginning balance, January 1,$14,893 $(22,394)$(7,501)
Change in other comprehensive income (loss) before reclassification13,244 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 
Balance
at
Current
Period
Balance
at
(Dollar amounts in thousands)1/1/2021Change3/31/2021
Unrealized gains (losses) on securities available-for-sale   
without other than temporary impairment$31,810 $(11,212)$20,598 
Unrealized gains (losses) on securities available-for-sale   
with other than temporary impairment2,352 144 2,496 
Total unrealized loss on securities available-for-sale$34,162 $(11,068)$23,094 
Unrealized gain (loss) on retirement plans(24,398)472 (23,926)
TOTAL$9,764 $(10,596)$(832)
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Balance
at
Current
Period
Balance
at
(Dollar amounts in thousands)1/1/2020Change3/31/2020
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 impairment2,715 (290)2,425 
Total unrealized gain (loss) on securities available-for-sale$14,893 $13,098 $27,991 
Unrealized loss on retirement plans(22,394)404 (21,990)
TOTAL$(7,501)$13,502 $6,001 

 Three Months Ended March 31, 2021 
Details about accumulatedAmount reclassified fromAffected line item in
other comprehensiveaccumulated otherthe statement where
income componentscomprehensive incomenet income is presented
 (in thousands) 
Unrealized gains and losses$(152)Net securities gains (losses)
on available-for-sale38 Income tax expense
securities$(114)Net of tax
Amortization of$(518)(a) Salary and benefits
retirement plan items46 Income tax expense
 $(472)Net of tax
Total reclassifications for the period$(586)Net of tax
(a) Included in the computation of net periodic benefit cost. (see Footnote 6 for additional details).



 Three Months Ended March 31, 2020 
Details about accumulatedAmount reclassified fromAffected line item in
other comprehensiveaccumulated otherthe statement where
income componentscomprehensive incomenet 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 items88 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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10.Leases

The Corporation leases certain branches under operating leases. At March 31, 2021, the Corporation had lease liabilities totaling $5,098,000 and right-of-use assets totaling $5,092,000 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, 2021, the weighted average remaining lease term for operating leases was 10.4 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, 2021
Operating lease cost$200 
Short-term lease cost40 
Variable lease cost
     Total lease cost$246 
Other information:
Cash paid for amounts included in the measurement of operating lease liabilities200 
Right-of-use assets obtained in exchange for new operating lease liabilities7,111 
 
Future minimum payments for operating leases with initial or remaining terms of one year or more as of March 31, 2021 were as follows:
(Dollar amounts in thousands)March 31, 2021
Twelve Months Ended March 31,
2022$803 
2023804 
2024726 
2025679 
2026519 
Thereafter2,400 
Total Future Minimum Lease Payments5,931 
Amounts Representing Interest(835)
Present Value of Net Future Minimum Lease Payments$5,096 






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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 2020 in the 10-K filed for the fiscal year ended December 31, 2020.
 
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 credit 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, 2020, 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 2020 Form 10-K.
 
Summary of Operating Results

Net income for the three months ended March 31, 2021 was $12.9 million, compared to $12.2 million for the same period in 2020. Basic earnings per share increased to $0.95 for the first quarter of 2021 compared to $0.89 for the same period in 2020. Return on Assets and Return on Equity were 1.12% and 8.58% respectively, for the three months ended March 31, 2021 compared to 1.21% and 8.55% for the three months ended March 31, 2020.

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.
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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 decreased $1.4 million in the three months ended March 31, 2021 to $34.9 million from $36.4 million in the same period in 2020. The net interest margin for the three months ended March 31, 2021 is 3.27% compared to 4.13% for the same period in 2020, a 20.82% decrease. Interest rates dropped significantly from first quarter 2020 to first quarter 2021, due to federal rate adjustments in response to the COVID-19 pandemic. Also, as a result of the pandemic, cash on hand increased significantly, which yields at a much lower rate.

Non-Interest Income

 Non-interest income for the three months ended March 31, 2021 was $9.3 million compared to $9.1 million for the same period of 2020.

Non-Interest Expenses

    The Corporation’s non-interest expense for the quarter ended March 31, 2021 was $27.6 million compared to $27.6 million for the same period in 2020.

Allowance for Credit Losses

    The Corporation’s provision for credit losses decreased to $452 thousand for the first quarter of 2021 as compared to $2.7 million for the same period in 2020. Net charge offs for the first quarter of 2021 were $728 thousand compared to $1.6 million for the same period of 2020. In the first three quarters of 2020 the provision was calculated using the incurred loss basis. Beginning in the fourth quarter 2020, the provision was calculated using CECL. 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.


Income Tax Expense

    The Corporation’s effective income tax rate for the first three months of 2021 was 20.10% compared to 19.87% for the same period in 2020.


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Non-performing Loans

    Non-performing loans consist of (1) non-accrual loans on which the ultimate collectability of the full amount of interest is uncertain, (2) loans which have been renegotiated to provide for a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower, and (3) loans past due ninety days or more as to principal or interest. Non-performing loans decreased to $21.0 million at March 31, 2021 compared to $21.9 million at December 31, 2020. Nonperforming loans increased 19.4% compared to $17.6 million as of March 31, 2020. A summary of non-performing loans at March 31, 2021 and December 31, 2020 follows:
 (000's)
March 31, 2021December 31, 2020
Non-accrual loans$14,545 $15,367 
Accruing restructured loans3,403 3,052 
Nonaccrual restructured loans1,061 1,154 
Accruing loans past due over 90 days2,001 2,324 
 $21,010 $21,897 
Ratio of the allowance for credit losses  
as a percentage of non-performing loans222.6 %214.9 %

The following loan categories comprise significant components of the nonperforming non-restructured loans: 
 (000's)
March 31, 2021December 31, 2020
Non-accrual loans  
Commercial loans$8,676 $9,704 
Residential loans4,798 4,355 
Consumer loans1,071 1,308 
 $14,545 $15,367 
Past due 90 days or more  
Commercial loans$1,150 $— 
Residential loans750 1,962 
Consumer loans101 362 
 $2,001 $2,324 
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. As of March 31, 2021, 1,569 loans totaling $294 million were modified, related to COVID-19, that were not considered troubled debt restructurings. 1,212 loans totaling $215 million have resumed normal scheduled payments. 357 remaining loans are still under a debt relief plan, which include 30 commercial loans totaling $64 million that have been provided additional payment relief since the initial payment relief plan. 25 loans totaling $6 million are under the original payment relief plan. On these modifications, we have granted payment deferrals, generally for up to three months.

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.
33


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, 2021. 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 5.28% over the next 12 months and increase 9.28% over the following 12 months. Given a 100 basis point decrease in rates, net interest income would decrease 8.94% over the next 12 months and decrease 5.73% 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 PointPercentage Change in Net Interest Income
Interest Rate Change12 months24 months36 months
Down 100-5.73 -8.94 -10.91 
Up 1005.28 9.32 12.32 
Up 2007.06 14.59 20.73 
     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 $12.0 million of investments that mature throughout the next 12 months. The Corporation also anticipates $117.6 million of principal payments from mortgage-backed securities. Given the current rate environment, the Corporation anticipates $21.4 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 2021 to the same period in 2020, loans, net of deferred loan costs, have increased $24 million to $2.7 billion. Deposits increased 18.7% to $3.91 billion at March 31, 2021 compared to March 31, 2020. Shareholders' equity increased 2.8% or $16.3 million. This financial performance increased book value per share 4.21% to $44.20 at March 31, 2021 from $42.42 at March 31, 2020. Book value per share is calculated by dividing the total shareholders' equity by the number of shares outstanding.

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As a Small Business Administration lender, we were well positioned to assist business customers in accessing funds available through the Paycheck Protection Program (“PPP”) implemented in April 2020. Through March 31, 2021, we processed approximately $242 million of approved PPP loans.

 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, 2021December 31, 2020To Be Well Capitalized
Common equity tier 1 capital
Corporation16.17 %16.15 %N/A
First Financial Bank15.52 %15.78 %6.50 %
Total risk-based capital   
Corporation17.42 %17.40 %N/A
First Financial Bank16.77 %17.03 %10.00 %
Tier I risk-based capital   
Corporation16.17 %16.15 %N/A
First Financial Bank15.52 %15.78 %8.00 %
Tier I leverage capital   
Corporation11.34 %11.24 %N/A
First Financial Bank10.76 %10.90 %5.00 %
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ITEM 4.Controls and Procedures
 
First Financial Corporation’s management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of March 31, 2021, 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, 2021 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, 2021 that has materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting.

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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 2020 Form 10-K filed for December 31, 2020. 


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 October 29, 2020 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 685,726 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 PricePublicly Announced PlansNumber of Shares That May Yet
Shares PurchasedPaid Per ShareOr Programs *Be Purchased *
January 1-31, 20217,300 38.55 7,300504,300
February 1-28, 202119,000 40.46 19,000497,000
March 1-31, 2021— — 
Total26,300 39.93 19,000497,000
ITEM 3.Defaults upon Senior Securities.
 
Not applicable.

ITEM 4.Mine Safety Disclosures
 
Not applicable.

ITEM 5.Other Information.
 
Not applicable.
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ITEM 6.Exhibits.
Exhibit No.:Description of Exhibit:
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.
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.
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.
Employment Agreement for Norman L. Lowery, dated and effective July 1, 2020, incorporated by reference to Exhibit 10.01 of the Corporation’s Form 8-K filed on September 9, 2020.
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.
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.
2005 Executives Deferred Compensation Plan, incorporated by reference to Exhibit 10.5 of the Corporation’s Form 8-K filed on September 4, 2007.
2005 Executives Supplemental Retirement Plan, incorporated by reference to Exhibit 10.6 of the Corporation’s Form 8-K filed on September 4, 2007.
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.
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.
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.
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.
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.
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.
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.
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.
Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 by Principal Executive Officer, dated May 5, 2021.
Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 by Principal Financial Officer, dated May 5, 2021.
Certification, dated May 5, 2021, 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, 2021.
101.1Financial statements from the Quarterly Report on Form 10-Q of the Corporation for the quarter ended March 31, 2021, 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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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 5, 2021By     /s/ Norman L. Lowery
 Norman L. Lowery, Chairman, President and CEO
 (Principal Executive Officer)
Date:May 5, 2021By     /s/ Rodger A. McHargue
 Rodger A. McHargue, Treasurer and CFO
 (Principal Financial Officer)
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