Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended March 31, 2011

 

Commission File Number 0-16759

 

FIRST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

INDIANA

 

35-1546989

(State or other jurisdiction

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

One First Financial Plaza, Terre Haute, IN

 

47807

(Address of principal executive office)

 

(Zip Code)

 

(812)238-6000

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o.

 

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 o No o.

 

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 o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x.

 

As of May 5, 2011, the registrant had outstanding 13,151,630 shares of common stock, without par value.

 

 

 



Table of Contents

 

FIRST FINANCIAL CORPORATION

 

FORM 10-Q

 

INDEX

 

 

 

 

Page No.

PART I. Financial Information

 

 

 

 

 

 

Item 1.

Financial Statements:

 

 

 

 

 

 

 

Consolidated Balance Sheets

 

3

 

 

 

 

 

Consolidated Statements of Income

 

4

 

 

 

 

 

Consolidated Statements of Shareholders’ Equity

 

5

 

 

 

 

 

Consolidated Statements of Cash Flows

 

6

 

 

 

 

 

Notes to Consolidated Financial Statements

 

7

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

21

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

21

 

 

 

 

Item 4.

Controls and Procedures

 

24

 

 

 

 

PART II.

Other Information:

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

25

 

 

 

 

Item 1A.

Risk Factors

 

25

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

25

 

 

 

 

Item 3.

Defaults upon Senior Securities

 

25

 

 

 

 

Item 4.

(Removed and Reserved)

 

25

 

 

 

 

Item 5.

Other Information

 

25

 

 

 

 

Item 6.

Exhibits

 

26

 

 

 

 

 

Signatures

 

27

 

2



Table of Contents

 

Part I — Financial Information

 

Item 1. Financial Statements

 

FIRST FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except per share data)

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

 

 

(unaudited)

 

ASSETS

 

 

 

 

 

Cash and due from banks

 

$

45,579

 

$

58,511

 

Federal funds sold and short-term investments

 

56,816

 

5,104

 

Securities available-for-sale

 

601,213

 

560,846

 

Loans:

 

 

 

 

 

Commercial

 

882,769

 

896,107

 

Residential

 

431,650

 

437,576

 

Consumer

 

297,296

 

307,403

 

 

 

1,611,715

 

1,641,086

 

Less:

 

 

 

 

 

Unearned Income

 

(861

)

(940

)

Allowance for loan losses

 

(22,142

)

(22,336

)

 

 

1,588,712

 

1,617,810

 

 

 

 

 

 

 

Restricted Stock

 

25,308

 

25,308

 

Accrued interest receivable

 

10,506

 

11,208

 

Premises and equipment, net

 

34,251

 

34,691

 

Bank-owned life insurance

 

66,570

 

66,112

 

Goodwill

 

7,102

 

7,102

 

Other intangible assets

 

3,813

 

4,148

 

Other real estate owned

 

6,136

 

6,325

 

FDIC Indemnification asset

 

3,991

 

3,977

 

Other assets

 

46,167

 

49,953

 

TOTAL ASSETS

 

$

2,496,164

 

$

2,451,095

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Deposits:

 

 

 

 

 

Noninterest-bearing

 

$

333,947

 

$

304,101

 

Interest-bearing:

 

 

 

 

 

Certificates of deposit of $100 or more

 

209,359

 

215,501

 

Other interest-bearing deposits

 

1,400,218

 

1,383,441

 

 

 

1,943,524

 

1,903,043

 

Short-term borrowings

 

30,789

 

34,106

 

Other borrowings

 

125,793

 

125,793

 

Other liabilities

 

61,426

 

66,436

 

TOTAL LIABILITIES

 

2,161,532

 

2,129,378

 

Shareholders’ equity

 

 

 

 

 

Common stock, $.125 stated value per share; Authorized shares-40,000,000 Issued shares-14,450,966 Outstanding shares-13,151,630 in 2011 and 2010

 

1,806

 

1,806

 

Additional paid-in capital

 

68,944

 

68,944

 

Retained earnings

 

302,122

 

293,319

 

Accumulated other comprehensive income (loss)

 

(5,257

)

(9,369

)

Treasury shares at cost-1,299,336 in 2011 and 2010

 

(32,983

)

(32,983

)

TOTAL SHAREHOLDERS’ EQUITY

 

334,632

 

321,717

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

2,496,164

 

$

2,451,095

 

 

See accompanying notes.

 

3



Table of Contents

 

FIRST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Dollar amounts in thousands, except per share data)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

 

 

(unaudited)

 

(unaudited)

 

INTEREST INCOME:

 

 

 

 

 

Loans, including related fees

 

$

22,956

 

$

24,021

 

Securities:

 

 

 

 

 

Taxable

 

4,195

 

5,008

 

Tax-exempt

 

1,664

 

1,627

 

Other

 

476

 

536

 

TOTAL INTEREST INCOME

 

29,291

 

31,192

 

 

 

 

 

 

 

INTEREST EXPENSE:

 

 

 

 

 

Deposits

 

3,283

 

4,398

 

Short-term borrowings

 

54

 

90

 

Other borrowings

 

1,199

 

3,423

 

TOTAL INTEREST EXPENSE

 

4,536

 

7,911

 

 

 

 

 

 

 

NET INTEREST INCOME

 

24,755

 

23,281

 

 

 

 

 

 

 

Provision for loan losses

 

1,182

 

2,430

 

 

 

 

 

 

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 

23,573

 

20,851

 

 

 

 

 

 

 

NON-INTEREST INCOME:

 

 

 

 

 

Trust and financial services

 

1,337

 

1,259

 

Service charges and fees on deposit accounts

 

2,149

 

2,402

 

Other service charges and fees

 

1,989

 

1,821

 

Securities gains/(losses), net

 

3

 

245

 

Total impairment loss

 

 

(6,295

)

Loss recognized in other comprehensive income

 

 

3,196

 

Net impairment loss recognized in earnings

 

 

(3,099

)

Insurance commissions

 

1,720

 

1,670

 

Gain on sales of mortgage loans

 

337

 

272

 

Other

 

767

 

444

 

TOTAL NON-INTEREST INCOME

 

8,302

 

5,014

 

 

 

 

 

 

 

NON-INTEREST EXPENSE:

 

 

 

 

 

Salaries and employee benefits

 

11,438

 

10,830

 

Occupancy expense

 

1,250

 

1,251

 

Equipment expense

 

1,134

 

1,216

 

FDIC Insurance

 

743

 

702

 

Other

 

4,385

 

4,282

 

TOTAL NON-INTEREST EXPENSE

 

18,950

 

18,281

 

INCOME BEFORE INCOME TAXES

 

12,925

 

7,584

 

 

 

 

 

 

 

Provision for income taxes

 

4,122

 

1,898

 

NET INCOME

 

$

8,803

 

$

5,686

 

 

 

 

 

 

 

PER SHARE DATA

 

 

 

 

 

Basic and Diluted Earnings per Share

 

$

0.67

 

$

0.43

 

 

 

 

 

 

 

Weighted average number of shares outstanding (in thousands)

 

13,152

 

13,120

 

 

See accompanying notes.

 

4



Table of Contents

 

FIRST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Three Months Ended

March 31, 2011, and 2010

(Dollar amounts in thousands, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

Accoumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

Common

 

Additional

 

Retained

 

Comprehensive

 

Treasury

 

 

 

 

 

Stock

 

Capital

 

Earnings

 

Income/(Loss)

 

Stock

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2010

 

$

1,806

 

$

68,739

 

$

277,357

 

$

(7,904

)

$

(33,515

)

$

306,483

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

5,686

 

 

 

5,686

 

Change in net unrealized gains/(losses) on securities available for-sale

 

 

 

 

4,200

 

 

4,200

 

Change in funded status of retirement plans

 

 

 

 

178

 

 

178

 

Total comprehensive income/(loss)

 

 

 

 

 

 

 

 

 

 

 

10,064

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury stock purchase (17,000 shares)

 

 

 

 

 

(451

)

(451

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2010

 

$

1,806

 

$

68,739

 

$

283,043

 

$

(3,526

)

$

(33,966

)

$

316,096

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2011

 

$

1,806

 

$

68,944

 

$

293,319

 

$

(9,369

)

$

(32,983

)

$

321,717

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

8,803

 

 

 

8,803

 

Change in net unrealized gains/(losses) on securities available for-sale

 

 

 

 

3,809

 

 

3,809

 

Change in funded status of retirement plans

 

 

 

 

303

 

 

303

 

Total comprehensive income/(loss)

 

 

 

 

 

 

 

 

 

 

 

12,915

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2011

 

$

1,806

 

$

68,944

 

$

302,122

 

$

(5,257

)

$

(32,983

)

$

334,632

 

 

See accompanying notes.

 

5



Table of Contents

 

FIRST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands, except per share data)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

 

 

(Unaudited)

 

(Unaudited)

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

8,803

 

$

5,686

 

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

 

 

 

 

 

Net amortization (accretion) of premiums and discounts on investments

 

(68

)

(325

)

Provision for loan losses

 

1,182

 

2,430

 

Securities (gains) losses

 

(3

)

(245

)

Securities impairment loss

 

 

3,099

 

(Gain) loss on sale of other real estate

 

7

 

(16

)

Depreciation and amortization

 

1,091

 

1,187

 

Other, net

 

2,820

 

(347

)

NET CASH FROM OPERATING ACTIVITIES

 

13,832

 

11,469

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sales of securities available-for-sale

 

25

 

7,250

 

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

 

41,092

 

39,281

 

Purchases of securities available-for-sale

 

(75,065

)

(33,179

)

Loans made to customers, net of repayment

 

26,995

 

8,359

 

Proceeds from sales of other real estate owned

 

1,125

 

729

 

Net change in federal funds sold

 

(51,712

)

8,931

 

Additions to premises and equipment

 

(316

)

(696

)

NET CASH FROM INVESTING ACTIVITIES

 

(57,856

)

30,675

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Net change in deposits

 

40,459

 

16,796

 

Net change in short-term borrowings

 

(3,317

)

8,250

 

Dividends paid

 

(6,050

)

(5,908

)

Purchase of treasury stock

 

 

(451

)

Repayments on other borrowings

 

 

(80,000

)

NET CASH FROM FINANCING ACTIVITIES

 

31,092

 

(61,313

)

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(12,932

)

(19,169

)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

58,511

 

84,371

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

45,579

 

$

65,202

 

 

See accompanying notes.

 

6



Table of Contents

 

FIRST FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The accompanying March 31, 2011 and 2010 consolidated financial statements are unaudited.  The December 31, 2010 consolidated financial statements are as reported in the First Financial Corporation (the “Corporation”) 2010 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 2010 annual report filed with the Securities and Exchange Commission as an exhibit to Form 10-K filed for the fiscal year ended December 31, 2010.

 

1.  Significant Accounting Policies

 

The significant accounting policies followed by the Corporation and its subsidiaries for interim financial reporting are consistent with the accounting policies followed for annual financial reporting.  All adjustments which are, in the opinion of management, necessary for a fair statement of the results for the periods reported have been included in the accompanying consolidated financial statements and are of a normal recurring nature.  The Corporation reports financial information for only one segment, banking. Some items in the prior year financials were reclassified to conform to the current presentation.

 

2. Allowance for Loan Losses

 

The activity in the Corporation’s allowance for loan losses is shown in the following analysis:

 

 

 

March 31,

 

(Dollar amounts in thousands)

 

2011

 

2010

 

Balance at beginning of quarter

 

$

22,336

 

$

19,437

 

Provision for loan losses *

 

1,364

 

2,430

 

Recoveries of loans previously charged off

 

634

 

851

 

Loans charged off

 

(2,192

)

(3,340

)

Balance at end of quarter

 

$

22,142

 

$

19,378

 

 


* Provision before decrease of $182 thousand in 2011 for increase in FDIC indemnification asset

 

The following table presents the activity of the allowance for loan losses by portfolio segment at March 31, 2011.

 

Allowance for Loan Losses:

 

 

 

March 31, 2011

 

(Dollar amounts in thousands)

 

Commercial

 

Residential

 

Consumer

 

Unallocated

 

Total

 

Beginning balance

 

$

12,809

 

$

2,873

 

$

4,551

 

$

2,103

 

$

22,336

 

Provision for loan losses*

 

689

 

687

 

(210

)

198

 

1,364

 

Loans charged -off

 

(1,061

)

(363

)

(768

)

 

(2,192

)

Recoveries

 

99

 

54

 

481

 

 

634

 

Ending Balance

 

$

12,536

 

$

3,251

 

$

4,054

 

$

2,301

 

$

22,142

 

 


* Provision before decrease of $182 thousand in 2011 for increase in FDIC indemnification asset

 

The following table presents the allocation of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on the impairment method at March 31, 2011 and December 31, 2010.

 

Ending Balance Attributable to Loans:

 

 

 

March 31, 2011

 

(Dollar amounts in thousands)

 

Commercial

 

Residential

 

Consumer

 

Unallocated

 

Total

 

Individually evaluated for impairment

 

4,388

 

863

 

 

 

5,251

 

Collectively evaluated for impairment

 

7,166

 

2,035

 

4,054

 

2,301

 

15,556

 

Acquired with deteriorated credit quality

 

982

 

353

 

 

 

1,335

 

Ending Balance

 

$

12,536

 

$

3,251

 

$

4,054

 

$

2,301

 

$

22,142

 

 

Loans:

 

 

 

March 31, 2011

 

(Dollar amounts in thousands)

 

Commercial

 

Residential

 

Consumer

 

Total

 

Individually evaluated for impairment

 

28,454

 

2,548

 

 

31,002

 

Collectively evaluated for impairment

 

850,665

 

429,473

 

298,667

 

1,578,805

 

Acquired with deteriorated credit quality

 

8,237

 

1,128

 

14

 

9,379

 

Ending Balance

 

$

887,356

 

$

433,149

 

$

298,681

 

$

1,619,186

 

 

7



Table of Contents

 

Allowance for Loan Losses:

 

 

 

December 31, 2010

 

(Dollar amounts in thousands)

 

Commercial

 

Residential

 

Consumer

 

Unallocated

 

Total

 

Individually evaluated for impairment

 

3,893

 

625

 

 

 

4,518

 

Collectively evaluated for impairment

 

7,788

 

1,897

 

4,551

 

2,103

 

16,339

 

Acquired with deteriorated credit quality

 

1,128

 

351

 

 

 

1,479

 

Ending Balance

 

$

12,809

 

$

2,873

 

$

4,551

 

$

2,103

 

$

22,336

 

 

Loans

 

 

 

December 31, 2010

 

(Dollar amounts in thousands)

 

Commercial

 

Residential

 

Consumer

 

Total

 

Individually evaluated for impairment

 

27,717

 

2,770

 

 

30,487

 

Collectively evaluated for impairment

 

863,790

 

435,231

 

308,903

 

1,607,924

 

Acquired with deteriorated credit quality

 

9,938

 

1,113

 

15

 

11,066

 

Ending Balance

 

$

901,445

 

$

439,114

 

$

308,918

 

$

1,649,477

 

 

A loan is considered to be impaired when, based upon current information and events, it is probable that the Corporation will be unable to collect all amounts due according to the contractual terms of the loan. Large groups of smaller balance homogeneous loans, such as consumer, residential real estate and smaller commercial loans are collectively evaluated for impairment and, accordingly, they are not separately identified for impairment disclosures. Also included in impaired loans are loans acquired in the First National Bank of Danville acquisition. See Note 9 for further discussion of these loans. Impairment is primarily measured based on the fair value of the loan’s collateral. The following table summarizes impaired loan information:

 

 

 

March 31,

 

December 31,

 

(Dollar amounts in thousands)

 

2011

 

2010

 

Year-end loans with no allocated allowance for loan losses

 

$

3,606

 

$

11,890

 

Year-end loans with allocated allowance for loan losses

 

34,471

 

25,629

 

TOTAL

 

$

38,077

 

$

37,519

 

 

 

 

 

 

 

Amount of the allowance for loan losses allocated

 

$

6,479

 

$

5,867

 

 

Interest payments on impaired loans are typically applied to principal unless collection of the principal amount is deemed to be fully assured, in which case interest is recognized on a cash basis.

 

8



Table of Contents

 

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

 

 

 

March 31, 2011

 

 

 

 

 

 

 

Allowance

 

 

 

 

 

 

 

 

 

Unpaid

 

 

 

for Loan

 

Average

 

Interest

 

Cash Basis

 

 

 

Principal

 

Recorded

 

Losses

 

Recorded

 

Income

 

Interest

 

(Dollar amounts in thousands)

 

Balance

 

Investment

 

Allocated

 

Investment

 

Recognized

 

Recognized

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Industrial

 

$

648

 

$

651

 

$

 

$

4,822

 

$

9

 

$

 

Farmland

 

 

 

 

 

 

 

Non Farm, Non Residential

 

2,958

 

2,958

 

 

2,957

 

 

 

Agriculture

 

 

 

 

 

 

 

All Other Commercial

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

First Liens

 

 

 

 

 

 

 

Home Equity

 

 

 

 

 

 

 

Junior Liens

 

 

 

 

 

 

 

Multifamily

 

 

 

 

 

 

 

All Other Residential

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Motor Vehicle

 

 

 

 

 

 

 

All Other Consumer

 

 

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Industrial

 

18,628

 

18,649

 

1,813

 

14,823

 

109

 

1

 

Farmland

 

 

 

 

 

 

 

Non Farm, Non Residential

 

10,536

 

10,536

 

3,354

 

9,989

 

 

 

Agriculture

 

 

 

 

 

 

 

All Other Commercial

 

1,855

 

1,855

 

100

 

1,716

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

First Liens

 

1,910

 

1,910

 

836

 

1,910

 

 

 

Home Equity

 

 

 

 

 

 

 

Junior Liens

 

904

 

904

 

349

 

1,017

 

 

 

Multifamily

 

638

 

638

 

27

 

638

 

 

 

All Other Residential

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Motor Vehicle

 

 

 

 

 

 

 

All Other Consumer

 

 

 

 

 

 

 

TOTAL

 

$

38,077

 

$

38,101

 

$

6,479

 

$

37,872

 

$

118

 

$

1

 

 

9



Table of Contents

 

 

 

December 31, 2010

 

 

 

 

 

 

 

Allowance

 

 

 

Unpaid

 

 

 

for Loan

 

 

 

Principal

 

Recorded

 

Losses

 

(Dollar amounts in thousands)

 

Balance

 

Investment

 

Allocated

 

With no related allowance recorded:

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

Commercial & Industrial

 

$

8,935

 

$

8,993

 

$

 

Farmland

 

 

 

 

Non Farm, Non Residential

 

2,955

 

2,955

 

 

Agriculture

 

 

 

 

All Other Commercial

 

 

 

 

Residential

 

 

 

 

 

 

 

First Liens

 

 

 

 

Home Equity

 

 

 

 

Junior Liens

 

 

 

 

Multifamily

 

 

 

 

All Other Residential

 

 

 

 

Consumer

 

 

 

 

 

 

 

Motor Vehicle

 

 

 

 

All Other Consumer

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

Commercial & Industrial

 

10,933

 

10,996

 

1,508

 

Farmland

 

 

 

 

Non Farm, Non Residential

 

9,442

 

9,442

 

3,255

 

Agriculture

 

 

 

 

All Other Commercial

 

1,577

 

1,577

 

128

 

Residential

 

 

 

 

 

 

 

First Liens

 

1,910

 

1,910

 

533

 

Home Equity

 

 

 

 

Junior Liens

 

1,129

 

1,129

 

443

 

Multifamily

 

638

 

638

 

 

All Other Residential

 

 

 

 

Consumer

 

 

 

 

 

 

 

Motor Vehicle

 

 

 

 

All Other Consumer

 

 

 

 

TOTAL

 

$

37,519

 

$

37,640

 

$

5,867

 

 

(Dollar amounts in thousands) 

 

December 31, 2010

 

Average of impaired loans during the year

 

$

27,772

 

Interest income recognized during impairment

 

660

 

Cash-basis interest income recognized

 

57

 

 

10



Table of Contents

 

The Table below presents non-performing loans.

 

 

 

March 31, 2011

 

 

 

Loans Past

 

 

 

 

 

 

 

Due Over

 

 

 

 

 

 

 

90 Day Still

 

 

 

 

 

(Dollar amounts in thousands)

 

Accruing

 

Restructured

 

Nonaccrual

 

Commercial

 

 

 

 

 

 

 

Commercial & Industrial

 

$

451

 

$

13,523

 

$

15,866

 

Farmland

 

351

 

 

89

 

Non Farm, Non Residential

 

426

 

 

14,731

 

Agriculture

 

 

 

271

 

All Other Commercial

 

152

 

 

2,237

 

Residential

 

 

 

 

 

 

 

First Liens

 

1,364

 

2,974

 

6,242

 

Home Equity

 

27

 

 

 

Junior Liens

 

112

 

924

 

1,138

 

Multifamily

 

 

 

992

 

All Other Residential

 

 

43

 

146

 

Consumer

 

 

 

 

 

 

 

Motor Vehicle

 

45

 

 

257

 

All Other Consumer

 

17

 

 

1,662

 

TOTAL

 

$

2,945

 

$

17,464

 

$

43,631

 

 

 

 

December 31, 2010

 

 

 

Loans Past

 

 

 

 

 

 

 

Due Over

 

 

 

 

 

 

 

90 Day Still

 

 

 

 

 

(Dollar amounts in thousands)

 

Accruing

 

Restructured

 

Nonaccrual

 

Commercial

 

 

 

 

 

 

 

Commercial & Industrial

 

$

1,462

 

$

13,671

 

$

11,677

 

Farmland

 

 

 

68

 

Non Farm, Non Residential

 

506

 

 

13,808

 

Agriculture

 

 

 

284

 

All Other Commercial

 

158

 

 

2,011

 

Residential

 

 

 

 

 

 

 

First Liens

 

971

 

2,605

 

6,141

 

Home Equity

 

45

 

 

 

Junior Liens

 

66

 

928

 

1,454

 

Multifamily

 

 

 

990

 

All Other Residential

 

 

 

150

 

Consumer

 

 

 

 

 

 

 

Motor Vehicle

 

91

 

 

259

 

All Other Consumer

 

4

 

 

1,675

 

TOTAL

 

$

3,303

 

$

17,204

 

$

38,517

 

 

Covered loans included in loans past due over 90 days still on accrual are $662 thousand at March 31, 2011 and $377 thousand at December 31, 2010. Covered loans included in non-accrual loans are $8.4 million at March 31, 2011 and $8.7 million at December 31, 2010. Covered loans of $7.1 million at March 31, 2011 and $7.2 million at December 31, 2010 are deemed impaired and have allowance for loan loss allocated to them of $1.2 million and $1.3 million, respectively for March 31, 2011 and December 31, 2010. Non-performing loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

 

11



Table of Contents

 

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

 

 

 

March 31, 2011

 

 

 

 

 

 

 

Greater

 

 

 

 

 

 

 

 

 

30-59 Days

 

60-89 Days

 

than 90 days

 

Total

 

 

 

 

 

(Dollar amounts in thousands)

 

Past Due

 

Past Due

 

Past Due

 

Past Due

 

Current

 

Total

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Industrial

 

$

2,029

 

$

1,577

 

$

3,137

 

$

6,743

 

$

407,630

 

$

414,373

 

Farmland

 

 

290

 

351

 

641

 

73,216

 

73,857

 

Non Farm, Non Residential

 

2,324

 

952

 

9,566

 

12,842

 

241,653

 

254,495

 

Agriculture

 

19

 

4

 

115

 

138

 

75,286

 

75,424

 

All Other Commercial

 

300

 

 

229

 

529

 

68,677

 

69,206

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

First Liens

 

3,105

 

469

 

4,682

 

8,256

 

310,696

 

318,952

 

Home Equity

 

72

 

20

 

27

 

119

 

37,810

 

37,929

 

Junior Liens

 

160

 

73

 

175

 

408

 

32,195

 

32,603

 

Multifamily

 

66

 

 

992

 

1,058

 

32,305

 

33,363

 

All Other Residential

 

 

 

 

 

10,303

 

10,303

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Motor Vehicle

 

1,661

 

179

 

70

 

1,910

 

272,020

 

273,930

 

All Other Consumer

 

175

 

40

 

17

 

232

 

24,519

 

24,751

 

TOTAL

 

$

9,911

 

$

3,604

 

$

19,361

 

$

32,876

 

$

1,586,310

 

$

1,619,186

 

 

 

 

December 31, 2010

 

 

 

 

 

 

 

Greater

 

 

 

 

 

 

 

 

 

30-59 Days

 

60-89 Days

 

than 90 days

 

Total

 

 

 

 

 

(Dollar amounts in thousands)

 

Past Due

 

Past Due

 

Past Due

 

Past Due

 

Current

 

Total

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Industrial

 

$

2,619

 

$

882

 

$

3,868

 

$

7,369

 

$

405,319

 

$

412,688

 

Farmland

 

63

 

198

 

 

261

 

71,672

 

71,933

 

Non Farm, Non Residential

 

761

 

1,763

 

4,366

 

6,890

 

260,685

 

267,575

 

Agriculture

 

55

 

 

284

 

339

 

85,275

 

85,614

 

All Other Commercial

 

 

135

 

283

 

418

 

63,217

 

63,635

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

First Liens

 

5,405

 

1,649

 

3,793

 

10,847

 

310,722

 

321,569

 

Home Equity

 

78

 

11

 

45

 

134

 

38,638

 

38,772

 

Junior Liens

 

287

 

165

 

175

 

627

 

33,394

 

34,021

 

Multifamily

 

706

 

 

352

 

1,058

 

32,605

 

33,663

 

All Other Residential

 

144

 

 

 

144

 

10,945

 

11,089

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Motor Vehicle

 

2,994

 

378

 

91

 

3,463

 

279,029

 

282,492

 

All Other Consumer

 

138

 

23

 

6

 

167

 

26,259

 

26,426

 

TOTAL

 

$

13,250

 

$

5,204

 

$

13,263

 

$

31,717

 

$

1,617,760

 

$

1,649,477

 

 

The Corporation has allocated $1.1 million and $657 thousand of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of March 31, 2011 and December 31, 2010.  The Corporation has not committed to lend additional amounts as of March 31, 2011 and December 31, 2010 to customers with outstanding loans that are classified as troubled debt restructurings.

 

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 $50 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:

 

12



Table of Contents

 

Special Mention:  Loans classified as special mention have a potential weakness that deserves management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

 

Substandard:  Loans classified as substandard are inadequately protected by the current net worth and debt service capacity of the borrower or of any pledged collateral.  These loans have a well-defined weakness or weaknesses which have clearly jeopardized repayment of principal and interest as originally intended.  They are characterized by the distinct possibility that the institution will sustain some future loss if the deficiencies are not corrected.

 

Doubtful:  Loans classified as doubtful have all the weaknesses inherent in those graded substandard, with the added characteristic that the severity of the weaknesses makes collection or liquidation in full highly questionable or improbable based upon currently existing facts, conditions, and values.

 

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

 

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.  Loans listed as not rated are either less than $50 thousand or are included in groups of homogeneous loans.  As of March 31, 2011 and December 31, 2010, and based on the most recent analysis performed, the risk category of loans by class of loans are as follows:

 

 

 

March 31, 2011

 

 

 

 

 

Special

 

 

 

 

 

 

 

 

 

(Dollar amounts in thousands)

 

Pass

 

Mention

 

Substandard

 

Doubtful

 

Not Rated

 

Total

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Industrial

 

$

325,108

 

$

20,750

 

$

59,538

 

$

1,590

 

$

6,188

 

$

413,174

 

Farmland

 

69,318

 

572

 

2,563

 

89

 

108

 

72,650

 

Non Farm, Non Residential

 

199,423

 

26,545

 

26,115

 

1,351

 

270

 

253,704

 

Agriculture

 

72,463

 

567

 

891

 

271

 

133

 

74,325

 

All Other Commercial

 

58,030

 

6,241

 

3,730

 

373

 

542

 

68,916

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

First Liens

 

95,162

 

5,034

 

9,117

 

2,736

 

205,692

 

317,741

 

Home Equity

 

8,061

 

4,617

 

442

 

22

 

24,754

 

37,896

 

Junior Liens

 

4,688

 

380

 

1,274

 

116

 

26,023

 

32,481

 

Multifamily

 

28,088

 

2,768

 

1,310

 

992

 

111

 

33,269

 

All Other Residential

 

1,157

 

 

25

 

 

9,081

 

10,263

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Motor Vehicle

 

12,353

 

383

 

546

 

27

 

259,408

 

272,717

 

All Other Consumer

 

3,674

 

97

 

129

 

41

 

20,638

 

24,579

 

TOTAL

 

$

877,525

 

$

67,954

 

$

105,680

 

$

7,608

 

$

552,948

 

$

1,611,715

 

 

 

 

December 31, 2010

 

 

 

 

 

Special

 

 

 

 

 

 

 

 

 

(Dollar amounts in thousands)

 

Pass

 

Mention

 

Substandard

 

Doubtful

 

Not Rated

 

Total

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Industrial

 

$

311,258

 

$

26,956

 

$

63,334

 

$

2,910

 

$

6,977

 

$

411,435

 

Farmland

 

66,920

 

1,535

 

1,691

 

68

 

109

 

70,323

 

Non Farm, Non Residential

 

208,847

 

29,399

 

24,579

 

3,364

 

544

 

266,733

 

Agriculture

 

82,275

 

602

 

1,008

 

284

 

154

 

84,323

 

All Other Commercial

 

52,704

 

6,188

 

2,799

 

468

 

1,134

 

63,293

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

First Liens

 

93,887

 

6,201

 

7,495

 

2,944

 

209,804

 

320,331

 

Home Equity

 

8,641

 

4,447

 

427

 

23

 

25,200

 

38,738

 

Junior Liens

 

4,796

 

107

 

1,733

 

167

 

27,090

 

33,893

 

Multifamily

 

22,678

 

8,516

 

1,255

 

990

 

127

 

33,566

 

All Other Residential

 

1,349

 

 

26

 

 

9,673

 

11,048

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Motor Vehicle

 

12,902

 

331

 

492

 

29

 

267,424

 

281,178

 

All Other Consumer

 

3,945

 

64

 

174

 

42

 

22,000

 

26,225

 

TOTAL

 

$

870,202

 

$

84,346

 

$

105,013

 

$

11,289

 

$

570,236

 

$

1,641,086

 

 

13



Table of Contents

 

3. Securities

 

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

 

 

 

(000’s)

 

 

 

March 31, 2011

 

 

 

Amortized

 

Unrealized

 

 

 

(Dollar amounts in thousands) 

 

Cost

 

Gains

 

Losses

 

Fair Value

 

U.S. Government sponsored entities and entity mortgage-backed securities

 

$

2,021

 

$

35

 

$

0

 

$

2,056

 

Mortgage Backed Securities-residential

 

321,574

 

13,222

 

(566

)

334,230

 

Mortgage Backed Securities-commercial

 

129

 

4

 

0

 

133

 

Collateralized mortgage obligations

 

95,008

 

2,256

 

(295

)

96,969

 

State and municipal

 

153,047

 

6,888

 

(83

)

159,852

 

Collateralized debt obligations

 

14,908

 

 

(9,242

)

5,666

 

Equities

 

1,706

 

601

 

0

 

2,307

 

TOTAL

 

$

588,393

 

$

23,006

 

$

(10,186

)

$

601,213

 

 

 

 

December 31, 2010

 

 

 

Amortized

 

Unrealized

 

 

 

(Dollar amounts in thousands) 

 

Cost

 

Gains

 

Losses

 

Fair Value

 

U.S. Government sponsored entities and entity mortgage-backed securities

 

$

2,027

 

$

46

 

$

0

 

$

2,073

 

Mortgage Backed Securities-residential

 

289,962

 

13,166

 

(705

)

302,423

 

Mortgage Backed Securities-commercial

 

136

 

3

 

0

 

139

 

Collateralized mortgage obligations

 

92,803

 

2,248

 

(594

)

94,457

 

State and municipal

 

152,633

 

5,318

 

(411

)

157,540

 

Collateralized debt obligations

 

15,084

 

 

(12,894

)

2,190

 

Equities

 

1,729

 

295

 

 

2,024

 

TOTAL

 

$

554,374

 

$

21,076

 

$

(14,604

)

$

560,846

 

 

Contractual maturities of debt securities at March 31, 2011 were as follows. Securities not due at a single maturity or with no maturity date, primarily mortgage-backed and equity securities are shown separately.

 

 

 

Available-for-Sale

 

 

 

Amortized

 

Fair

 

(Dollar amounts in thousands) 

 

Cost

 

Value

 

Due in one year or less

 

$

8,310

 

$

8,452

 

Due after one but within five years

 

35,752

 

37,685

 

Due after five but within ten years

 

48,666

 

51,348

 

Due after ten years

 

172,256

 

167,058

 

 

 

264,984

 

264,543

 

Mortgage-backed securities and equities

 

323,409

 

336,670

 

TOTAL

 

$

588,393

 

$

601,213

 

 

There were $3 thousand in gains and no losses realized by the Corporation on investment sales for the three months ended March 31, 2011. There were $320 thousand in gains and $75 thousand in losses realized by the Corporation on investment sales for the three months ended March 31, 2010.

 

14



Table of Contents

 

The following tables show the securities’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in continuous unrealized loss position, at March 31, 2011 and December 31, 2010.

 

 

 

March 31, 2011

 

 

 

Less Than 12 Months

 

More Than 12 Months

 

 

 

Total

 

 

 

 

 

Unrealized

 

 

 

Unrealized

 

 

 

Unrealized

 

(Dollar amounts in thousands) 

 

Fair Value

 

Losses

 

Fair Value

 

Losses

 

Fair Value

 

Losses

 

Mortgage Backed Securities - Residential

 

$

 

$

 

$

46,832

 

$

(566

)

$

46,832

 

$

(566

)

Collateralized mortgage obligations

 

 

 

19,230

 

(295

)

19,230

 

(295

)

State and municipal obligations

 

511

 

(41

)

2,779

 

(42

)

3,290

 

(83

)

Collateralized Debt Obligations

 

 

 

5,665

 

(9,242

)

5,665

 

(9,242

)

Total temporarily impaired securities

 

$

511

 

$

(41

)

$

74,506

 

$

(10,145

)

$

75,017

 

$

(10,186

)

 

 

 

December 31, 2010

 

 

 

Less Than 12 Months

 

More Than 12 Months

 

 

 

Total

 

 

 

 

 

Unrealized

 

 

 

Unrealized

 

 

 

Unrealized

 

(Dollar amounts in thousands) 

 

Fair Value

 

Losses

 

Fair Value

 

Losses

 

Fair Value

 

Losses

 

Mortgage Backed Securities - Residential

 

$

35,024

 

$

(705

)

$

 

$

 

$

35,024

 

$

(705

)

Collateralized Mortgage Obligations

 

25,338

 

(594

)

 

 

25,338

 

(594

)

State and municipal obligations

 

19,372

 

(411

)

 

 

19,372

 

(411

)

Collateralized Debt Obligations

 

 

 

2,190

 

(12,894

)

2,190

 

(12,894

)

Total temporarily impaired securities

 

$

79,734

 

$

(1,710

)

$

2,190

 

$

(12,894

)

$

81,924

 

$

(14,604

)

 

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

 

In determining OTTI under the FASB ASC 320 model, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the security or more likely than not will be required to sell the security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

 

The second segment of the portfolio uses the OTTI guidance provided by FASB ASC 325 that is specific to purchased beneficial interests that, on the purchase date, were rated below AA. Under the FASB ASC 325 model, the Company compares the present value of the remaining cash flows as estimated at the preceding evaluation date to the current expected remaining cash flows. An OTTI is deemed to have occurred if there has been an adverse change in the remaining expected future cash flows.

 

When OTTI occurs under either model, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the OTTI shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.

 

Gross unrealized losses on investment securities were $10.2 million as of March 31, 2011 and $14.6 million as of December 31, 2010. A majority of these losses represent negative adjustments to market value relative to the illiquidity in the markets on the securities 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.

 

A significant portion of the total unrealized loss in investment securities relates to collateralized debt obligations that were separately evaluated under FASB ASC 325-40, Beneficial Interests in Securitized Financial Assets. Based upon qualitative considerations, such as a down grade in credit rating or further defaults of underlying issuers during the quarter, and an analysis of

 

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expected cash flows, we have determined that four of the CDO’s  included in collateralized debt obligations were other-than-temporarily impaired, though no impairment was identified during the first quarter of 2011. Those four CDO’s have a contractual balance of $28.3 million at March 31, 2011 which has been reduced to $4.3 million by $0.3 million of interest payments received, $15.1 million of cumulative OTTI charges recorded through earnings to date, and $8.6 million recorded in other comprehensive income. The severity of the OTTI recorded varies by security, based on the analysis described below, and ranges at March 31, 2011 from 28% to 87%. The OTTI recorded in other comprehensive income represents OTTI due to factors other than credit loss, mainly current market illiquidity. The issuers in these securities are primarily banks, but some of the pools do include a limited number of insurance companies. The market for these securities has become very illiquid, there are very few new issuances of trust preferred securities and the credit spreads implied by current prices have increased dramatically and remain very high, resulting in significant non-credit related impairment. The Company uses the OTTI evaluation model to compare the present value of expected cash flows to the previous estimate to ensure there are no adverse changes in cash flows during the quarter. The OTTI model considers the structure and term of the CDO and the financial condition of the underlying issuers. Specifically, the model details interest rates, principal balances of note classes and underlying issuers, the timing and amount of interest and principal payments of the underlying issuers, and the allocation of the payments to the note classes. Cash flows are projected using a forward rate LIBOR curve, as these CDOs are variable rate instruments.  An average rate is then computed using this same forward rate curve to determine an appropriate discount rate (3 month LIBOR plus margin ranging from 160 to 180 basis points).  The current estimate of expected cash flows is based on the most recent trustee reports and any other relevant market information including announcements of interest payment deferrals or defaults of underlying trust preferred securities. Assumptions used in the model include expected future default rates and prepayments. We assume no recoveries on defaults and treat all interest payment deferrals as defaults. In addition we use the model to “stress” each CDO, or make assumptions more severe than expected activity, to determine the degree to which assumptions could deteriorate before the CDO could no longer fully support repayment of the Company’s note class.

 

Collateralized debt obligations include an investment in a CDO consisting of pooled trust preferred securities in which the issuers are primarily banks.  This CDO with an amortized cost of $2.0 million and a fair value of $1.4 million is rated BAA3 and is the senior tranche, is not in the scope of FASB ASC 325, as it was rated high investment grade at purchase, and is not considered to be other-than-temporarily impaired based on its credit quality. Its fair value is negatively impacted by the factors described above.

 

Management has consistently used Standard & Poors pricing to value these investments. There are a number of other pricing sources available to determine fair value for these investments. These sources utilize a variety of methods to determine fair value. The result is a wide range of estimates of fair value for these securities. The Standard & Poors pricing ranges from 11.03 to 30.65 while Moody Investor Service pricing ranges from 1.31 to 90.08, with others falling somewhere in between. We recognize that the Standard & Poors pricing utilized is likely a conservative estimate, but have been consistent in using this source and its estimate of fair value.

 

The table below presents a rollforward of the credit losses recognized in earnings for the three month periods ended March 31, 2011 and 2010:

 

 

 

Three Months Ended March 31,

 

(Dollar amounts in thousands) 

 

2011

 

2010

 

Beginning balance

 

$

15,070

 

$

11,359

 

Increases to the amount related to the credit loss for which other-than-temporary was previously recognized

 

 

3,099

 

 

 

 

 

 

 

Ending balance

 

$

15,070

 

$

14,458

 

 

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 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 bank equities. The fair value of the trust preferred securities is computed based upon discounted cash flows

 

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estimated using interest rates, principal balances of note classes and underlying issuers, the timing and amount of interest and principal payments of the underlying issuers, and the allocation to the note classes.  Current estimates of expected cash flows is based on the most recent trustee reports and any other relevant market information, including announcements of interest payment deferrals or defaults of underlying issuers.  The payment, default and recovery assumptions are believed to reflect the assumptions of market participants. Cash flows are discounted at appropriate market rates, including consideration of credit spreads and illiquidity discounts.  The fair value of investments in bank equities is based on the prices of recent stock trades and is considered Level 3 because these stocks are not publicly traded.

 

The fair value of derivatives is based on valuation models using observable market data as of the measurement date (Level 2 inputs).

 

 

 

March 31, 2011

 

 

 

Fair Value Measurements Using Significant

 

 

 

Unobservable Inputs (Level 3)

 

(Dollar amounts in thousands) 

 

Level 1

 

Level 2

 

Level 3

 

Carrying Value

 

U.S. Government sponsored entities and entity mortgage-backed securities

 

$

0

 

$

2,056

 

$

0

 

$

2,056

 

Mortgage Backed Securities-residential

 

 

334,230

 

 

334,230

 

Mortgage Backed Securities-commercial

 

 

$

133

 

 

133

 

Collateralized mortgage obligations

 

 

96,969

 

 

96,969

 

State and municipal

 

 

159,852

 

 

159,852

 

Collateralized debt obligations

 

 

 

5,666

 

5,666

 

Equities

 

463

 

 

1,844

 

2,307

 

TOTAL

 

$

463

 

$

593,240

 

$

7,510

 

$

601,213

 

Derivitive Assets

 

 

 

947

 

 

 

 

 

Derivitive Liabilities

 

 

 

(947

)

 

 

 

 

 

 

 

December 31, 2010

 

 

 

Fair Value Measurements Using Significant

 

 

 

Unobservable Inputs (Level 3)

 

(Dollar amounts in thousands)

 

Level 1

 

Level 2

 

Level 3

 

Carrying Value

 

U.S. Government sponsored entities and entity mortgage-backed securities

 

$

 

$

2,073

 

$

 

$

2,073

 

Mortgage Backed Securities-residential

 

 

302,423

 

 

302,423

 

Mortgage Backed Securities-commercial

 

 

$

139

 

 

139

 

Collateralized mortgage obligations

 

 

94,457

 

 

94,457

 

State and municipal

 

 

157,540

 

 

157,540

 

Collateralized debt obligations

 

 

 

2,190

 

2,190

 

Equities

 

506

 

 

1,518

 

2,024

 

TOTAL

 

$

506

 

$

556,632

 

$

3,708

 

$

560,846

 

Derivitive Assets

 

 

 

1,311

 

 

 

 

 

Derivitive Liabilities

 

 

 

(1,311

)

 

 

 

 

 

The table 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, 2011 and 2010.

 

 

 

Fair Value Measurements Using Significant

 

 

 

Unobservable Inputs (Level 3)

 

 

 

March 31,

 

March 31

 

(Dollar amounts in thousands) 

 

2011

 

2010

 

Beginning Balance

 

$

3,708

 

$

4,777

 

Total realized/unrealized gains or losses

 

 

 

 

 

Included in earnings

 

 

(3,099

)

Included in other comprehensive income

 

3,802

 

3,908

 

Settlements

 

 

(102

)

Transfers into Level 3

 

 

 

Ending Balance

 

$

7,510

 

$

5,484

 

 

All impaired loans disclosed in footnote 2 are valued at Level 3 and are carried at a fair value of $31.6 million, net of a valuation allowance of $6.5 million at March 31, 2011. At December 31, 2010 impaired loans valued at Level 3 were carried at a

 

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fair value of $31.6 million, net of a valuation allowance of $5.9 million. The impact to the provision for loan losses was $(394) thousand for the three months ended March 31, 2011, and was $750 thousand for the year ended December 31, 2010. 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. 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 on non real estate loans is determined using similar methods.

 

The following tables presents loans identified as impaired by class of loans as of March 31, 2011 and December 31, 2010.

 

 

 

March 31, 2011

 

(Dollar amounts in thousands)

 

Unpaid
Principal
Balance

 

Allowance
for Loan
Losses
Allocated

 

Fair Value

 

Commercial

 

 

 

 

 

 

 

Commercial & Industrial

 

$

19,276

 

$

1,813

 

$

17,463

 

Farmland

 

 

 

 

 

Non Farm, Non Residential

 

13,494

 

3,354

 

10,140

 

Agriculture

 

 

 

 

 

 

All Other Commercial

 

1,855

 

100

 

1,755

 

Residential

 

 

 

 

 

 

 

First Liens

 

1,910

 

836

 

1,074

 

Home Equity

 

 

 

 

Junior Liens

 

904

 

349

 

555

 

Multifamily

 

638

 

27

 

611

 

All Other Residential

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

Motor Vehicle

 

 

 

 

 

All Other Consumer

 

 

 

 

 

TOTAL

 

$

38,077

 

$

6,479

 

$

31,598

 

 

 

 

December 31, 2010

 

(Dollar amounts in thousands)

 

Unpaid
Principal
Balance

 

Allowance
for Loan
Losses
Allocated

 

Fair Value

 

Commercial

 

 

 

 

 

 

 

Commercial & Industrial

 

$

19,868

 

$

1,508

 

$

18,360

 

Farmland

 

 

 

 

 

Non Farm, Non Residential

 

12,397

 

3,255

 

9,142

 

Agriculture

 

 

 

 

 

 

All Other Commercial

 

1,577

 

128

 

1,449

 

Residential

 

 

 

 

 

 

 

First Liens

 

1,910

 

533

 

1,377

 

Home Equity

 

 

 

 

Junior Liens

 

1,129

 

443

 

686

 

Multifamily

 

638

 

 

638

 

All Other Residential

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

Motor Vehicle

 

 

 

 

 

All Other Consumer

 

 

 

 

 

TOTAL

 

$

37,519

 

$

5,867

 

$

31,652

 

 

The carrying amounts and estimated fair value of financial instruments at March 31, 2011 and December 31, 2010, 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 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 credit risk. Fair values of loans held for sale are based on market bids on the loans or similar loans. It was not practicable to determine the fair value of Federal Home Loan Bank stock due to restrictions placed on its transferability. For the FDIC indemnification asset the carrying value is the estimated fair value as it represents amounts to be received from the

 

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Table of Contents

 

FDIC in the near term. Fair value of debt is based on current rates for similar financing. The fair value of off-balance sheet items is not considered material.

 

The carrying amount and estimated fair value of financial instruments are presented in the table below and were determined based on the above assumptions:

 

 

 

March 31, 2011

 

December 31, 2010

 

 

 

Carrying

 

Fair

 

Carrying

 

Fair

 

(Dollar amounts in thousands)

 

Value

 

Value

 

Value

 

Value

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

45,579

 

45,579

 

58,511

 

58,511

 

Federal funds sold

 

56,816

 

56,816

 

5,104

 

5,104

 

Securities available—for—sale

 

601,213

 

601,213

 

560,846

 

560,846

 

Federal Home Loan Bank Stock

 

23,654

 

n/a

 

23,654

 

n/a

 

Loans, net

 

1,588,712

 

1,574,402

 

1,617,810

 

1,607,895

 

FDIC Indemnification Asset

 

3,991

 

3,991

 

3,977

 

3,977

 

Accrued interest receivable

 

10,506

 

10,506

 

11,208

 

11,208

 

Deposits

 

(1,943,524

)

(1,950,160

)

(1,903,043

)

(1,909,874

)

Short—term borrowings

 

(30,789

)

(30,789

)

(34,106

)

(34,106

)

Federal Home Loan Bank advances

 

(125,793

)

(128,868

)

(125,793

)

(128,881

)

Accrued interest payable

 

(1,699

)

(1,699

)

(2,041

)

(2,041

)

 

5.  Short-Term Borrowings

 

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

 

 

 

(000’s)

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Federal Funds Purchased

 

$

2,150

 

$

3,310

 

Repurchase Agreements

 

26,853

 

28,936

 

Note Payable - U.S. Government

 

1,786

 

1,860

 

 

 

$

30,789

 

$

34,106

 

 

6. Other Borrowings

 

Other borrowings at period-end are summarized as follows:

 

 

 

(000’s)

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

FHLB Advances

 

$

125,793

 

$

125,793

 

 

7. Components of Net Periodic Benefit Cost

 

 

 

Three Months ended March 31,

 

 

 

(000’s)

 

 

 

 

 

 

 

Post-Retirement

 

 

 

Pension Benefits

 

Health Benefits

 

 

 

2011

 

2010

 

2011

 

2010

 

Service cost

 

$

775

 

$

773

 

$

27

 

$

16

 

Interest cost

 

824

 

828

 

60

 

55

 

Expected return on plan assets

 

(964

)

(850

)

 

 

Amortization of transition obligation

 

 

 

15

 

15

 

Net amortization of prior service cost

 

(4

)

(4

)

 

 

Net amortization of net (gain) loss

 

161

 

245

 

 

3

 

Net Periodic Benefit Cost

 

$

792

 

$

992

 

$

102

 

$

89

 

 

19



Table of Contents

 

Employer Contributions

 

First Financial Corporation previously disclosed in its financial statements for the year ended December 31, 2010 that it expected to contribute $4.9 and $1.4 million respectively to its Pension Plan and ESOP and $210,000 to the Post Retirement Health Benefits Plan in 2011. Contributions of $51 thousand have been made through the first three months of 2011 for the Post Retirement Health Benefits plan.

 

8. New accounting standards

 

In January 2011, the FASB issued ASU No. 2011-01, “Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20.”  The provisions of ASU No. 2010-20 required the disclosure of more granular information on the nature and extent of troubled debt restructurings and their effect on the allowance for loan and lease losses effective for the Company’s reporting period ended March 31, 2011.  The amendments in ASU No. 2011-01 defer the effective date related to these disclosures, enabling creditors to provide such disclosures after the FASB completes their project clarifying the guidance for determining what constitutes a troubled debt restructuring.  As the provisions of this ASU only defer the effective date of disclosure requirements related to troubled debt restructurings, the adoption of this ASU will have no impact on the Corporation’s statements of income and condition.

 

In April 2011, the FASB issued ASU No. 2011-02, “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring.”  The provisions of ASU No. 2011-02 provide additional guidance related to determining whether a creditor has granted a concession, include factors and examples for creditors to consider in evaluating whether a restructuring results in a delay in payment that is insignificant, prohibit creditors from using the borrower’s effective rate test to evaluate whether a concession has been granted to the borrower, and add factors for creditors to use in determining whether a borrower is experiencing financial difficulties.  A provision in ASU No. 2011-02 also ends the FASB’s deferral of the additional disclosures about troubled debt restructurings as required by ASU No. 2010-20.  The provisions of ASU No. 2011-02 are effective for the Corporation’s reporting period ending September 30, 2011.  The adoption of ASU No. 2011-02 is not expected to have a material impact on the Corporation’s statements of income and condition.

 

9. Acquisitions and FDIC Indemnification Asset

 

On July 2, 2009, the Bank entered into a purchase and assumption agreement with the Federal Deposit Insurance Corporation (“FDIC”) to assume all of the deposits (excluding brokered deposits) and certain assets of The First National Bank of Danville, a full-service commercial bank headquartered in Danville, Illinois, that had failed and been placed in receivership with the FDIC. The acquisition consisted of assets worth a fair value of approximately $151.8 million, including $77.5 million of loans, $24.2 million of investment securities, $31.0 million of cash and cash equivalents and $146.3 million of liabilities, including $145.7 million of deposits. A customer related core deposit intangible asset of $4.6 million was also recorded. In addition to the excess of liabilities over assets, the Bank received approximately$14.6 million in cash from the FDIC. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded. The transaction resulted in a gain of $5.1 million, which is included in non-interest income in the December 31, 2009 Consolidated Statement of Operations  Under the loss-sharing agreement (“LSA”), the Bank will share in the losses on assets covered under the agreement (referred to as covered assets). On losses up to $29 million, the FDIC has agreed to reimburse the Bank for 80 percent of the losses. On losses exceeding $29 million, the FDIC has agreed to reimburse the Bank for 95 percent of the losses. The loss-sharing agreement is subject to following servicing procedures as specified in the agreement with the FDIC. Loans acquired that are subject to the loss-sharing agreement with the FDIC are referred to as covered loans for disclosure purposes. Since the acquisition date the Bank has been reimbursed $13.5 million for losses and carrying expenses and currently carries a balance of $4.0 million. Included in the current balance is the estimate of $1.2 million for 80% of the loans subject to the loss-sharing agreement identified in the allowance for loan loss evaluation as future potential losses.

 

FASB ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, applies to a loan with evidence of deterioration of credit quality since origination, acquired by completion of a transfer for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable. FASB ASC 310-30 prohibits carrying over or creating an allowance for loan losses upon initial recognition. The carrying amount of covered assets at March 31, 2011 and December 31, 2010, consisted of loans accounted for in accordance with FASB ASC 310-30, loans not subject to FASB ASC 310-30 and other assets as shown in the following table:

 

 

 

March 31, 2011

 

 

 

ASC 310-30

 

Non ASC 310-30

 

 

 

 

 

(Dollar amounts in thousands)

 

Loans

 

Loans

 

Other

 

Total

 

Loans

 

$

9,346

 

$

33,494

 

$

 

$

42,840

 

Foreclosed Assets

 

 

 

2,278

 

2,278

 

Total Covered Assets

 

$

9,346

 

$

33,494

 

$

2,278

 

$

45,118

 

 

 

 

December 31, 2010

 

 

 

ASC 310-30

 

Non ASC 310-30

 

 

 

 

 

 

 

Loans

 

Loans

 

Other

 

Total

 

Loans

 

$

10,948

 

$

35,485

 

$

 

$

46,433

 

Foreclosed Assets

 

 

 

2,586

 

2,586

 

Total Covered Assets

 

$

10,948

 

$

35,485

 

$

2,586

 

$

49,019

 

 

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Table of Contents

 

The rollforward of the FDIC Indemnification asset is as follows:

 

 

 

Quarter Ended

 

Year Ended

 

 

 

March 31,

 

December 31,

 

(Dollar amounts in thousands) 

 

2011

 

2010

 

Beginning balance

 

$

3,977

 

$

12,124

 

Accretion

 

38

 

339

 

Net changes in losses and expenses added

 

415

 

4,570

 

Reimbursements from the FDIC

 

(439

)

(13,056

)

TOTAL

 

$

3,991

 

$

3,977

 

 

On the acquisition date, the preliminary estimate of the contractually required payments receivable for all FASB ASC310-30 loans acquired in the acquisition were $31.6 million, the cash flows expected to be collected were $18.4 million including interest, and the estimated fair value of the loans was $16.7 million. These amounts were determined based upon the estimated remaining life of the underlying loans, which include the effects of estimated prepayments. At March 31, 2011, a majority of these loans were valued based on the liquidation value of the underlying collateral, because the expected cash flows are primarily based on the liquidation of underlying collateral and the timing and amount of the cash flows could not be reasonably estimated. There was a $1.3 million allowance for credit losses related to these loans at March 31, 2011. On the acquisition date, the preliminary estimate of the contractually required payments receivable for all non FASB ASC310-30 loans acquired in the acquisition was $58.4 million and the estimated fair value of the loans was $60.7 million. The impact to the Corporation from the amortization and accretion of premiums and discounts was immaterial.

 

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 annual report for 2010 filed as an exhibit to the Corporation’s 10-K filed for the fiscal year ended December 31, 2010.

 

This Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, the Corporation’s ability to effectively execute its business plans; changes in general economic and financial market conditions; changes in interest rates; changes in the competitive environment; continuing consolidation in the financial services industry; new litigation or changes in existing litigation; losses, customer bankruptcy, claims and assessments; changes in banking regulations or other regulatory or legislative requirements affecting the Corporation’s business; and changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies. Additional information concerning factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements is available in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010, and subsequent filings with the United States Securities and Exchange Commission (SEC). Copies of these filings are available at no cost on the SEC’s Web site at www.sec.gov or on the Corporation’s Web site at www.first-online.com. Management may elect to update forward-looking statements at some future point; however, it specifically disclaims any obligation to do so.

 

Critical Accounting Policies

 

Certain of the Corporation’s accounting policies are important to the portrayal of the Corporation’s financial condition and results of operations, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances.  Facts and circumstances which could affect these judgments include, without limitation, changes in interest rates, in the performance of the economy or in the financial condition of borrowers.  Management believes that its critical accounting policies include determining the allowance for loan losses and the valuation of goodwill and valuing investment securities. See further discussion of these critical accounting policies in the 2010 Annual Report on Form 10-K.

 

Summary of Operating Results

 

Net income for the three months ended March 31, 2011 was $8.8 million compared to $5.7 million for the same period of 2010.  Basic earnings per share increased to $0.67 for the first quarter of 2011 compared to $0.43 for same period of 2010. Return on Assets and Return on Equity were 1.42% and 10.76% respectively for the three months ended March 31, 2011, compared to 0.92%and 7.29% for the three months ended March 31, 2010.

 

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Table of Contents

 

The primary components of income and expense affecting net income are discussed in the following analysis.

 

Net Interest Income

 

The Corporation’s primary source of earnings is net interest income, which is the difference between the interest earned on loans and other investments and the interest paid for deposits and other sources of funds.  Net interest income increased $1.5 million in the three months ended March 31, 2011 to $24.8 million from $23.3 million in the same period in 2010. The net interest margin for the first three months of 2011  is 4.51% compared to 4.29% for the same period of 2010, a 5.9% increase, driven by a greater decrease in funding costs than the decline in the rates of return on earning assets.

 

Non-Interest Income

 

Non-interest income for the three months ended March 31, 2011 was $8.3 million compared to the $5.0 million for the same period of 2010. Non-interest income was reduced by the other than temporary impairment loss on securities of $3.0 million for the three month period ending March 31, 2010. Further discussion on OTTI is included in Note 3.  Insurance income accounted for most of the remaining increase in non-interest income.

 

Non-Interest Expenses

 

The Corporation’s non-interest expense for the quarter ended March 31, 2011 increased by $0.7 million compared to the same periods in 2010. Salaries and fringe benefits increased $608 thousand to account for most of this increase.

 

Allowance for Loan Losses

 

The Corporation’s provision for loan losses decreased $1.1 million for the first quarter of 2011 compared to the same period of 2010.  The net charge-offs decreased $931 thousand for the three months ended March 31, 2011 compared to the same period of 2010. The allowance for loan losses has remained virtually the same at 1.37% of gross loans, or $22.3 million at March 31, 2011 compared to 1.36% of gross loans, or $22.1 million at December 31, 2010. Based on management’s analysis of the current portfolio, an evaluation that includes consideration of historical loss experience, non-performing loans trends, and probable incurred losses on identified problem loans, management believes the allowance is adequate.

 

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.  A summary of non-performing loans at March 31, 2011 and December 31, 2010 follows:

 

 

 

(000’s)

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

Non-accrual loans

 

$

43,631

 

$

38,517

 

Restructured loans

 

17,051

 

17,094

 

Accruing loans past due over 90 days

 

2,779

 

3,185

 

 

 

$

63,461

 

$

58,796

 

 

 

 

 

 

 

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

 

35

%

38

%

 

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Table of Contents

 

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

 

 

 

(000’s)

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

Non-accrual loans

 

 

 

 

 

 

 

Commercial loans

 

$

33,194

 

$

27,848

 

Residential loans

 

8,518

 

8,735

 

Consumer loans

 

1,919

 

1,934

 

 

 

$

43,631

 

$

38,517

 

 

 

 

 

 

 

Past due 90 days or more

 

 

 

 

 

Commercial loans

 

$

1,315

 

$

2,041

 

Residential loans

 

1,404

 

1,052

 

Consumer loans

 

60

 

92

 

 

 

$

2,779

 

$

3,185

 

 

The following table is information on the non-accrual loans at March 31, 2011 and December 31, 2010 that were from the acquisition of assets from The First National Bank of Danville

 

 

 

(000’s)

 

(000’s)

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

Non-accrual loans

 

 

 

 

 

 

 

Commercial loans

 

$

7,172

 

$

7,353

 

Residential loans

 

1,244

 

1,394

 

Consumer loans

 

 

 

 

 

$

8,416

 

$

8,747

 

 

Interest Rate Sensitivity and Liquidity

 

First Financial Corporation has established risk measures, limits and policy guidelines for managing interest rate risk and liquidity.  Responsibility for management of these functions resides with the Asset Liability Committee.  The primary goal of the Asset Liability Committee is to maximize net interest income within the interest rate risk limits approved by the Board of Directors.

 

Interest Rate Risk

 

Management considers interest rate risk to be the Corporation’s most significant market risk.  Interest rate risk is the exposure to changes in net interest income as a result of changes in interest rates.  Consistency in the Corporation’s net interest income is largely dependent on the effective management of this risk.

 

The Asset Liability position is measured using sophisticated risk management tools, including earning simulation and market value of equity sensitivity analysis.  These tools allow management to quantify and monitor both short-term and long-term exposure to interest rate risk.  Simulation modeling measures the effects of changes in interest rates, changes in the shape of the yield curve and the effects of embedded options on net interest income.  This measure projects earnings in the various environments over the next three years.  It is important to note that measures of interest rate risk have limitations and are dependent on various assumptions.  These assumptions are inherently uncertain and, as a result, the model cannot precisely predict the impact of interest rate fluctuations on net interest income.  Actual results will differ from simulated results due to timing, frequency and amount of interest rate changes as well as overall market conditions.  The Committee has performed a thorough analysis of these assumptions and believes them to be valid and theoretically sound.  These assumptions are continuously monitored for behavioral changes.

 

The Corporation from time to time utilizes derivatives to manage interest rate risk.  Management continuously evaluates the merits of such interest rate risk products but does not anticipate the use of such products to become a major part of the Corporation’s risk management strategy.

 

The table below shows the Corporation’s estimated sensitivity profile as of March 31, 2011.  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 1.89% over the next 12 months and increase 3.58% over the following 12 months.  Given a 100 basis point decrease in rates, net interest income would decrease 0.80% over the next 12 months and decrease 2.21% over the following 12 months.  These estimates assume all rate changes occur overnight and management takes no action as a result of this change.

 

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Table of Contents

 

Basis Point

 

Percentage Change in Net Interest Income

 

Interest Rate Change

 

12 months

 

24 months

 

36 months

 

Down 200

 

-2.07

%

-5.14

%

-7.59

%

Down 100

 

-0.80

 

-2.21

 

-3.47

 

Up 100

 

1.89

 

3.58

 

6.32

 

Up 200

 

2.67

 

5.60

 

11.02

 

 

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 $8.3 million of investments that mature throughout the next 12 months. The Corporation also anticipates $88.3 million of principal payments from mortgage-backed securities. Given the current rate environment, the Corporation anticipates $10.4 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, several Correspondent Banks and the Federal Reserve Bank of Chicago. With these many sources of funds, the Corporation currently anticipates adequate liquidity to meet the expected obligations of its customers.

 

Financial Condition

 

Comparing the first quarter of 2011 to the same period in 2010, loans net of unearned discount are down 0.6% or $9.8 million. Deposits are up $137.0 million at March 31, 2011, a 7.6% increase from the balances at the same time in 2010. Shareholders’ equity increased $18.5 million from March 31, 2010. This financial performance increased book value per share 5.6% to $25.44 at March 31, 2011 from $24.10 at March 31, 2010. Book value per share is calculated by dividing the total shareholders’ equity by the number of shares outstanding.

 

Capital Adequacy

 

As of March 31, 2011, the most recent notification from the respective regulatory agencies categorized the subsidiary banks as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the banks must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the bank’s category.  Below are the capital ratios for the Corporation and lead bank.

 

 

 

March 31, 2011

 

December 31, 2010

 

To Be Well Capitalized

 

 

 

 

 

 

 

 

 

Total risk-based capital

 

 

 

 

 

 

 

Corporation

 

18.47

%

17.82

%

N/A

 

First Financial Bank

 

17.89

%

17.29

%

10.00

%

 

 

 

 

 

 

 

 

Tier I risk-based capital

 

 

 

 

 

 

 

Corporation

 

17.30

%

16.66

%

N/A

 

First Financial Bank

 

16.87

%

16.26

%

6.00

%

 

 

 

 

 

 

 

 

Tier I leverage capital

 

 

 

 

 

 

 

Corporation

 

13.29

%

12.68

%

N/A

 

First Financial Bank

 

12.88

%

12.37

%

5.00

%

 

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, 2011, 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, 2011 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, 2011 that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

 

24



Table of Contents

 

PART II — Other Information

 

ITEM 1. Legal Proceedings.

 

There are no material pending legal proceedings, other than routine litigation incidental to the business of the Corporation or its subsidiaries, to which the Corporation or any of the subsidiaries is a party 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 1 A. Risk Factors.

 

There have been no material changes in the risk factors from those disclosed in the Corporation’s 2010 Annual Report on Form 10-K.

 

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.  The Corporation has not adopted a formal policy or adopted a formal program for repurchases of shares of its common stock.  There were no shares purchased by the Corporation during the quarter covered by this report.

 

ITEM 3. Defaults upon Senior Securities.

 

Not applicable.

 

ITEM 4.   (Removed and Reserved)

 

ITEM 5. Other Information.

 

Not applicable.

 

25



Table of Contents

 

ITEM 6.  Exhibits.

 

Exhibit No.:

 

Description of Exhibit:

 

 

 

3.1

 

Amended and Restated Articles of Incorporation of First Financial Corporation, incorporated by reference to Exhibit 3(i) of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.

 

 

 

3.2

 

Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3(ii) of the Corporation’s Form 8-K filed on July 27, 2009.

 

 

 

10.1

 

Employment Agreement for Norman L. Lowery, dated and effective December 1, 2010 included as exhibit 10.1 of the Corporation’s Form 10-K filed for the fiscal year ended December 31, 2010.

 

 

 

10.2

 

2001 Long-Term Incentive Plan of First Financial Corporation, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.

 

 

 

10.3

 

2011 Schedule of Director Compensation, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 10-K filed for the fiscal year ended December 31, 2010.

 

 

 

10.4

 

2011 Schedule of Named Executive Officer Compensation, incorporated by reference to the Corporation’s Form 10-K filed for the fiscal year ended December 31, 2010.

 

 

 

10.5

 

2005 Long-Term Incentive Plan of First Financial Corporation, incorporated by reference to Exhibit 10.7 of the Corporation’s Form 8-K filed September 4, 2007.

 

 

 

10.6

 

2005 Executives Deferred Compensation Plan, incorporated by reference to Exhibit 10.5 of the Corporation’s Form 8-K filed September 4, 2007.

 

 

 

10.7

 

2005 Executives Supplemental Retirement Plan, incorporated by reference to Exhibit 10.6 of the Corporation’s Form 8-K filed September 4, 2007.

 

 

 

10.8

 

First Financial Corporation 2010 Short-Term Incentive Compensation Plan incorporated by reference to exhibit 10.8 of the Corporation’s Form 10-K filed for the fiscal year ended December 31, 2010.

 

 

 

10.9

 

First Financial Corporation 2010 Long-Term Incentive Compensation Plan incorporated by reference to exhibit 10.9 of the Corporation’s Form 10-K filed for the fiscal year ended December 31, 2010.

 

 

 

10.10

 

First Financial Corporation 2011 Long-Term Incentive Compensation Plan incorporated by reference to exhibit 10.10 of the Corporation’s Form 10-K filed for the fiscal year ended December 31, 2010.

 

 

 

10.11

 

First Financial Corporation 2011 Omnibus Equity Incentive Plan.

 

 

 

31.1

 

Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 by Principal Executive Officer, dated May 6, 2011

 

 

 

31.2

 

Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 by Principal Financial Officer, dated May 6, 2011.

 

 

 

32.1

 

Certification, dated May 6, 2011, 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, 2011.

 

26



Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

FIRST FINANCIAL CORPORATION

 

(Registrant)

 

 

 

 

 

 

Date: May 6, 2011

By

/s/ Donald E. Smith

 

Donald E. Smith, Chairman

 

 

 

 

 

 

Date: May 6, 2011

By

/s/ Norman L. Lowery

 

Norman L. Lowery, Vice Chairman and CEO

 

(Principal Executive Officer)

 

 

 

 

 

 

Date: May 6, 2011

By

/s/ Rodger A. McHargue

 

Rodger A. McHargue, Treasurer and CFO

 

(Principal Financial Officer)

 

27



Table of Contents

 

Exhibit Index

 

Exhibit No.:

 

 Description of Exhibit:

 

 

 

3.1

 

Amended and Restated Articles of Incorporation of First Financial Corporation, incorporated by reference to Exhibit 3(i) of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.

 

 

 

3.2

 

Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3(ii) of the Corporation’s Form 8-K filed on July 27, 2009.

 

 

 

10.1

 

Employment Agreement for Norman L. Lowery, dated and effective December 1, 2010 included as exhibit 10.1 of the Corporation’s Form 10-K filed for the fiscal year ended December 31, 2010.

 

 

 

10.2

 

2001 Long-Term Incentive Plan of First Financial Corporation, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.

 

 

 

10.3

 

2011 Schedule of Director Compensation, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 10-K filed for the fiscal year ended December 31, 2010.

 

 

 

10.4

 

2011 Schedule of Named Executive Officer Compensation, incorporated by reference to the Corporation’s Form 10-K filed for the fiscal year ended December 31, 2010.

 

 

 

10.5

 

2005 Long-Term Incentive Plan of First Financial Corporation, incorporated by reference to Exhibit 10.7 of the Corporation’s Form 8-K filed September 4, 2007.

 

 

 

10.6

 

2005 Executives Deferred Compensation Plan, incorporated by reference to Exhibit 10.5 of the Corporation’s Form 8-K filed September 4, 2007.

 

 

 

10.7

 

2005 Executives Supplemental Retirement Plan, incorporated by reference to Exhibit 10.6 of the Corporation’s Form 8-K filed September 4, 2007.

 

 

 

10.8

 

First Financial Corporation 2010 Short-Term Incentive Compensation Plan incorporated by reference to exhibit 10.8 of the Corporation’s Form 10-K filed for the fiscal year ended December 31, 2010.

 

 

 

10.9

 

First Financial Corporation 2010 Long-Term Incentive Compensation Plan incorporated by reference to exhibit 10.9 of the Corporation’s Form 10-K filed for the fiscal year ended December 31, 2010.

 

 

 

10.10

 

First Financial Corporation 2011 Long-Term Incentive Compensation Plan incorporated by reference to exhibit 10.10 of the Corporation’s Form 10-K filed for the fiscal year ended December 31, 2010.

 

 

 

10.11

 

First Financial Corporation 2011 Omnibus Equity Incentive Plan.

 

 

 

31.1

 

Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 by Principal Executive Officer, dated May 6, 2011

 

 

 

31.2

 

Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 by Principal Financial Officer, dated May 6, 2011.

 

 

 

32.1

 

Certification, dated May 6, 2011, 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, 2011.

 

28