2015
FIRST FINANCIAL
CORPORATION
Annual
Report
Our Mission
Our mission is to be the FIRST choice for all your
financial needs.
About Us
First Financial Corporation provides financial services through 68 banking centers
in eastern Illinois and western Indiana, multiple insurance offices and over 100
FirstPlus ATMs. We have more than one thousand associates dedicated to providing
the highest quality products and services and an exceptional customer experience.
Shareholder Information
First Financial Corporation’s stock is traded on the NASDAQ Global Market under
the symbol THFF.
On the Cover
First Financial’s reputation as a customer-centric, community-minded bank has been earned over decades as we strive to make a
positive impact on each customer and market we serve. Our cover photos represent a few of our memories from 2015.
1 The City Building in Champaign, Illinois, a striking art deco structure completed in 1937, was designated
a Champaign Landmark in 2005. 2 First Financial Small Business Commercial Banker Jamie Amodeo
visits with John Beeson, owner of the Music Shoppe, a well-known guitar store. 3 Board members,
employees and customers cut the ribbon to mark the official opening of the new Seelyville banking center.
4 First Financial Trust Officer Andy Decker (right) talks with Gary Hosking of Rapid Reproductions, which
specializes in large format printing and equipment. 5 Senior Mortgage Loan Officer Amy Anderson has
helped hundreds of people in our service area become homeowners. 6 First Financial Bank assumed
sponsorship of the prestigious Wabash Valley Classic basketball tournament. (More on pages 8 and 10.) 7
People of all ages turn to the First Financial Asset Management Group for personalized investment and
retirement planning services. 8 Owners of the Ahlemeyer family farm in Clay County, Indiana have been
First Financial customers for five generations. Our commitment to agriculture is evidenced in our ranking
as one of the nation’s 100 largest farm lenders. (More on page 5.)
2015 Performance Highlights
Increased annual dividends to shareholders for the 27th consecutive year
Book value per share increased 5.7% to $32.21
Non-performing loans and OREO decreased 16.3%
Non-performing loans to total loans and leases decreased 15.5%
Achieved a net interest margin of 4.04%
Tangible common equity to tangible assets ratio increased 5.48%
Stock repurchase plan to acquire 5%, or 667,700 shares, of the
Corporation’s common stock completed
2015 ANNUAL REPORT
FIRST FINANCIAL CORPORATION
01
Letter to Our Shareholders
Dear Fellow Shareholders:
2015 was another year of consistent earnings and solid operational performance for First Financial Corporation. It was also
the 27th consecutive year we have increased our annual dividend to shareholders. We are proud to be one of a select group of
companies that have sustained that level of performance.
The economic headwinds did not totally subside for us in 2015 as many of our markets experienced little population or business
growth and unemployment numbers remained above state and national averages. Notwithstanding these challenges and the
effect of prolonged low interest rates, we delivered you another year of solid performance by maintaining our focus and a steady,
disciplined approach to conducting business. The year’s highlights include:
• Net income of $30.2 million;
• A 5.75% increase in the book value of Corporation shares from $30.46 per share on
December 31, 2014, to $32.21 per share on December 31, 2015;
• A 5.48% increase in the tangible common equity to tangible assets ratio from 11.86% on
December 31, 2014, to 12.51% as of December 31, 2015;
• An increase in our net interest margin from 3.99% at December 31, 2014, to 4.04% as of
December 31, 2015;
• A 16.3% decrease in non-performing loans and Other Real Estate Owned from $34.5
million on December 31, 2014, to $28.9 million as of December 31, 2015; and
• Completion of our stock repurchase program to acquire 5%, or 667,700 shares,
of the Corporation’s outstanding common stock, valued at $21.6 million.
Our consistent performance is possible because of the hard work and dedication demonstrated by our experienced
management team and exceptional associates. Their tireless commitment to providing quality products and services and to
delivering an outstanding customer experience does not go unnoticed by our industry peers and those we serve. Accolades
they received this past year include:
• The nation’s largest independent bank rating and research firm, BauerFinancial Inc.,
awarded First Financial Bank its highest available rating – 5 Stars.
• For the sixth consecutive year, First Financial Bank was named “Best Bank” and
“Best Mortgage Company” in the Terre Haute Tribune-Star annual Readers’ Choice Awards.
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FIRST FINANCIAL CORPORATION 2015 ANNUAL REPORT
• For the third consecutive year, First Financial Bank was named “Best Bank” in the Danville
Commercial-News annual Readers’ Choice Awards.
• According to 2015 figures from the Federal Deposit Insurance Corporation, First Financial Bank
continues to be ranked as one of the “Top 100 U.S. Farm Lenders” by dollar volume.
• Bank Director magazine named First Financial Bank as one of the top 50 publically traded
banks with assets between $1 and $5 billion on its 2015 Bank Performance Scorecard.
Over the past decade, our compliance and risk management professionals have successfully navigated thousands of
pages of new laws and regulations and have implemented best practices as they emerge. Their work has been daunting.
Notwithstanding these steps and the strength we have built, we recognize that, in coming years, more will be asked of us
by our regulators as new regulations are implemented and as our company grows. With this knowledge, we took steps in
2015 to enhance our compliance, internal audit and risk management functions by revising policies, improving procedures,
upgrading technology and adding several talented and experienced professionals in each of these important areas. These
steps allow us to build on our current strengths and position us well for future growth.
Enhancing technology and cybersecurity were also areas of focus in 2015. Over the past year, we updated the technology
available to our front-line associates allowing them to serve our customers more efficiently. We also improved our online
banking platform to meet evolving customer preferences and invested in strengthening debit card security. While the
physical security of our facilities is top of mind, we are keenly aware of increasing threats posed by global cyber criminals.
To this end, in 2015 we added experienced staff and strengthened our overall cybersecurity program to protect the integrity
of our systems and assets, with an emphasis on safeguarding customer information.
Our associates spend countless hours as volunteers in the communities we serve. Time and again, they band together to help
civic and charitable organizations, schools and churches, people they know and many they do not. Their volunteerism, freely
and passionately given, defines our company and goes to the heart of what First Financial Corporation is and will continue to
be: an involved community partner dedicated to the notion of the collective success of our customers and the communities
we serve. I am proud of each and every one of our community volunteers, several of whom are featured in this annual report.
In addition to thanking our community volunteers, I would like to express my appreciation to the many individuals committed
to the advancement of First Financial Corporation. Foremost, thanks to our talented, experienced management team and
capable associates for consistently demonstrating an uncompromising work ethic, dedication to our vision and commitment
to fully implement our strategies. We are fortunate to have such a great team that strives daily for success. I would also like
to thank our Board of Directors for their guidance and support, and extend a special thank you to our customers and the
communities we serve for continuing to honor us with their business and allowing us to serve them.
Finally, I thank you, our shareholders, for your confidence and investment in First Financial Corporation. I hope you will join
us at the 2016 Annual Meeting of Shareholders on Wednesday, April 20, 2016, at 11:00 a.m. (Eastern Time) in our Corporate
Office Board Room, One First Financial Plaza, Terre Haute, Indiana.
Norman L. Lowery
CEO, President and Vice-Chairman
2015 ANNUAL REPORT
FIRST FINANCIAL CORPORATION
03
2015 Financial Highlights
“Keeping key financial indicators at or near record
levels is just one sign of the bank’s financial strength.”
Net Income
$30.2M
Earnings Per Share
Shareholders’ Equity
$410.31M
Total Assets
Net Interest Margin
4.04%
Return on Assets
$2.35
$3.0B
1.01
Book Value Per Share
$32.21
Efficiency Ratio
65.53%
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FIRST FINANCIAL CORPORATION 2015 ANNUAL REPORT
Special Moments from 2015
Seelyville Banking Center Completed
Lowery Receives Paul Harris Award
in
center
the First Financial
In August,
banking
Seelyville
opened in a new building, which
replaced the facility the branch
had occupied since 1966. During
the demolition and construction
process, the branch maintained
regular hours, serving customers
from a temporary building set up in the adjacent church
parking lot. Patty Lynch (standing), banking center manager,
and Melinda Moss, branch operations coordinator, helped
to welcome guests to the open house and ribbon-cutting
ceremony on August 17. As part of the celebration, funds
were donated to the Seelyville Volunteer Fire Department
and Racers Christmas for Kids, an organization that provides
clothing and gifts to needy children.
Economic Forecast Breakfast
sponsored by
The annual Economic Forecast
Breakfast,
First
Financial Bank’s Asset Management
Group, was held
in October.
to educate business
Designed
owners and managers on national
and international trends affecting
their companies, the program was
kicked off with a welcome from
Steve Martin, vice president and director of Trust Services.
SNL’s Tangible Book Value Winner
Norman L. Lowery, president and
CEO of First Financial Corporation,
received
the prestigious Paul
Harris Community Service Award
in June. Presenting the award were
Jim Tanoos (left) and Richard
Shagley (right), directors of the
Terre Haute Rotary Club. The
award honors an individual whose
accomplishments have brought
recognition to the community and whose work and volunteerism
epitomize the Rotarian ideal of “Service Above Self.”
A Top 100 Ag Lender
In 2015, First Financial was
again named one of the Top
100 Ag Lenders in the United
States, according to figures
from
the Federal Deposit
Insurance Corporation. The
bank offers specialized lending
programs, as well as farm
management and trust services, tailored to the needs of farmers,
producers and agribusinesses of all sizes.
In 2015, SNL Financial selected First Financial Corporation as one of 10 Tangible Book Value (TBV) winners from among
exchange-traded banks and thrifts headquartered in the U.S. with assets of at least $1 billion. According to SNL, the TBV
winners “…stand out from their peers when it comes to creating shareholder value.”
High Scoring Performance
Bauer 5-Star Rating Awarded
The People Have Spoken
In July, Bank Director magazine
published its Bank Performance
Scorecard, which ranks publicly
traded bank holding companies
according to capital strength,
profitability and asset quality. First
Financial was number 43 of 130 U.S.
banks with $1 to $5 billion in assets.
BauerFinancial Inc., the nation’s largest
independent bank rating and research
firm, presented First Financial Bank with
its 5-Star Rating, the highest available.
The rating considers overall strength and
soundness.
Readers of the Terre Haute Tribune-Star
voted First Financial as Best Bank and
Best Mortgage Company in their 2015
Readers’ Choice Awards. First Financial
also earned Best Bank honors in the
2015 Danville Commercial News Readers’
Choice poll. First Financial has taken the
top spot on these Best Bank lists every
year since they were created.
2015 ANNUAL REPORT
FIRST FINANCIAL CORPORATION
05
Our Footprint
Pontiac
Gridley
Bloomington
Bloomington
Mahomet
Champaign-Urbana
Champaign-Urbana
Danville
Westville
Ridge Farm
Hillsboro
Charleston
Mattoon
Newton
Cayuga Marshall
Newport
Montezuma
Rockville
Clinton
Seelyville
Brazil
Greencastle
Marshall
Terre Haute
Terre Haute
W. Terre Haute
Clay City
Farmersburg
Hymera
Dugger
Worthington
Robinson
Sullivan
Olney
Lawrenceville
Sandborn
Washington
Fairfield
Vincennes
Princeton
Evansville
Evansville
Salem
Mount Vernon
Benton
West Frankfort
Improving the Customer Experience
One of our core principles is optimizing the customer experience with every interaction. It’s how
we retain and grow our customer base. As technology has evolved, we have focused a great deal
of our energy and resources to ensure we meet the changing preferences of our customers while
continuing to provide them with the high level of service they have come to expect from us. A few of
the significant projects undertaken in 2015 include:
We completed the second phase of our branch transformation strategy
that began in 2013. This initiative deploys technologies that allow our
associates to focus more on interacting with customers face-to-face as
opposed to looking down while performing their job functions. In the
past year we have integrated new teller cash automation equipment to
enhance the experience of our customers while improving operational
efficiencies and accuracy.
We introduced CardGuard – an innovative mobile app that allows First Financial customers
to easily customize their debit card preferences and alerts from their smartphone. With
CardGuard, customers can set spending limits by dollar amount and merchant category,
enable or disable purchases by distance from home or transaction type – in-person, online
or over the phone. These preferences and alerts can also be customized for different cards
on the same account so parents can better manage their childrens’ purchasing activities.
These advanced security features are available for personal and business debit cards.
We rolled out a new premier rewards credit card – the Platinum MasterCard.
Not only does this new card offer an industry-leading rewards program, but
it also has the added security of EMV chip card technology. During the year
we also added EMV chips to our debit cards to offer better fraud protection
and peace of mind to our customers.
We made significant improvements to the customer experience of our online
banking product to better serve our customers and provide more options
for them when banking online. Our new, more intuitive banking interface
offers an aggregated money management dashboard and person-to-person
payments. We also added online consumer loan applications, which not only
provide more convenience for our customers, but also increase efficiencies
for our consumer lenders. In 2016, we will introduce online applications for
opening checking and savings accounts.
2015 ANNUAL REPORT
FIRST FINANCIAL CORPORATION
07
Community Involvement
Being involved in the community is central to our mission.
It’s why our associates are actively engaged in their
communities — giving their hands and hearts to serving on
the boards of nonprofits, mentoring young people, raising
funds for important causes and countless other efforts to
improve the quality of life in the places they call home.
19,392
total employee volunteer
hours in 2015
These are some of the ways the community spirit of our associates made a difference in 2015:
Presenting the Wabash Valley Classic
The 2015 First Financial Wabash Valley Classic was the largest public event the
bank has ever presented, requiring a major commitment of time and resources
to create a first-class tournament for the schools, players, coaches, athletic
staff and fans. With 16 teams from Indiana and Illinois playing 28 games
over four days, the Classic has become the largest and best-attended holiday
basketball tournament in Indiana, attracting thousands of visitors as well as
significant tourism dollars to the local economy. Terre Haute North Vigo High
School, which has taken part in the Classic since it was launched in 2000, won
the 2015 championship.
Opening Festivities at the Special Olympics
Since 1970, Special Olympians and their families from around Indiana have
gathered on the Indiana State University campus in June for the Indiana Special
Olympics Summer Games. First Financial is proud to be a community partner
for the Special Olympics opening night ceremonies. In 2015, more than 100
First Financial volunteers turned out to welcome and escort Special Olympians
into ISU’s Hulman Center for the Parade of Athletes, a night of celebration prior
to the kick-off of the competition.
Helping During the Holidays
During the holiday season, First Financial Bank employees volunteered as bell
ringers for The Salvation Army Red Kettle Christmas Campaign. First Financial assistant
vice president Sally Whitehurst, who serves on The Salvation Army Advisory Board,
spoke at the campaign kick-off and scheduled our volunteers. We were pleased to help
The Salvation Army exceed its 2015 fundraising goal.
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FIRST FINANCIAL CORPORATION 2015 ANNUAL REPORT
Dancing with the Indiana Stars
First Financial Bank’s Jessica Leach wowed the audience with her winning swing dance at
the 2015 Dancing with the Clinton Stars competition in April. The event raised funds for
improvements to the town’s Community Recreation Center. In September, First Financial
served as title sponsor for Dancing with the Terre Haute Stars competition. The bank has
sponsored the event since its inception nine years ago, helping to raise over $1 million
collectively to benefit Chances and Services for Youth, an organization offering child
development, intervention and support programs to help ensure that area children grow up in
safe, nuturing enivironments.
Stepping Up for Healthier Babies
From the Komen Wabash Valley Race for the Cure to the United Cerebral Palsy
Telethon, First Financial employees join in supporting organizations that impact
community health and well-being. Every year a team of First volunteers takes
part in the March of Dimes March for Babies, which raises funds for research to
prevent premature births and help mothers have healthy newborns.
Better to Shred Than Be Sorry
To help prevent identity theft, First Financial Bank holds shredding days around
our service area each year, inviting community members to drop off unneeded
confidential papers and documents for safe disposal at no charge. Jim Niemeyer
of the bank’s marketing department was among the volunteers who assisted in
shredding the 5,400 pounds of papers collected at our October shredding event
in Fairfield, Illinois.
Preserving the Urban Forest
Jim Nasser, president of The Morris Plan Company (an affliate of First Financial
Corporation), serves on the board of directors of TREES Inc., an organization
devoted to community beautification through the care and planting of trees. In
the fall, he coordinated a volunteer tree-pruning project to maintain the trees
along city streets.
Stories with a Happy Ending
Tracy Lindsay, manager of the First Financial West Terre Haute banking center,
participates in the Real Men Read program sponsored by the United Way of the
Wabash Valley. Lindsay and other First Financial volunteers take time away from
work to read to young children at area elementary schools in order to demonstrate
the importance of reading and promote literacy skills.
2015 ANNUAL REPORT
FIRST FINANCIAL CORPORATION
09
Community Investment
Working for the betterment of the communities we serve is one of our core values. In addition
to the time and talents invested by our associates, the Corporation invests financial resources
to support schools, programs, and civic and charitable organizations. Here are a few highlights
from 2015:
Keeping a Tradition Alive
The Wabash Valley Classic basketball tournament was launched in
2000 and has since grown into a highly popular hoops tradition with
a large and loyal fan base. A new chapter in the tournament’s history
began in 2015 when First Financial Bank assumed sponsorship. The
four-day competition includes 16 high school teams from around the
bank’s Indiana and Illinois footprint, attracting sold-out crowds and
extensive media coverage. All proceeds from the Classic are shared
among the participating schools to support their athletic programs.
On the Right Track
Young quarter-midget racers took to the track at Terre Haute’s Hulman
Mini-Speedway in July for the Dirt Grand Nationals, sponsored once
again by First Financial Bank. The four-day event, which attracts
entrants from all over the United States, is one of many ways the bank
supports youth sports and community economic activity Photo courtesy
of the Tribune-Star/Austen Leake
We Saw Fair Faces
This picture of a little girl’s encounter with a llama was one of the winners in
the bank’s Show Us Your Fair Face photo contest, held in conjuction with our
presenting sponsorship of the Vigo County 4-H Fair. The bank has a long
history of supporting county fairs and 4-H programs because we respect
our area’s rural traditions and we understand how important farming is to
the region’s economy. Plus, we love the food, midway rides, livestock shows
and all the ways a fair makes summer memorable and fun.
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FIRST FINANCIAL CORPORATION 2015 ANNUAL REPORT
The Chance to Rush an NFL Punter
Super Bowl-winning punter and Terre Haute native Steve Weatherford
fires up the runners prior to the fourth annual Rush the Punter 5K
Dash and One-Mile Fun Run in April. First Financial Bank is the title
sponsor of the fundraiser, with proceeds going to the United Way
of the Wabash Valley. Weatherford created the event to motivate
young people in his hometown to set goals and dream big. It’s called
“Rush the Punter” because he takes the lead in the Fun Run and the
kids have to rush to catch up and run alongside him.
More Bucks than a Bank Account
The World Championship Broken Horn Rodeo at the Livingston
County Ag Fair in July attracts a big turnout every year for a night of
professional bronc and bull riding, team roping and steer wrestling.
First Financial is a primary sponsor of the rodeo. To bring a personal
touch to the event, volunteers from our Pontiac, Illinois banking center
circulate among the spectators, handing out fans and bottles of water
to help beat the heat.
Honoring Achievement in Education
For 32 years, First Financial Bank has underwritten the Academic
Excellence Awards in partnership with the Vigo County School
Corporation. The program recognizes middle and high school
students who have the highest grade point average in their grade
level and a teacher who demonstrates excellence in in the classroom.
In 2015, 120 students were presented with personalized plaques
during assemblies at their schools. Woodrow Wilson Middle School
language arts teacher Shelly Gardner, a 26-year veteran with the
school corporation, was surprised and elated to be named Teacher
of the Year.
2015 ANNUAL REPORT
FIRST FINANCIAL CORPORATION
11
Board of Directors
Standing: Thomas T. Dinkel, Ronald K. Rich, William R. Krieble, B. Guille Cox, Jr., Chairman, Virginia L. Smith, Anton H. George, Gregory L. Gibson
Seated: William J. Voges, Norman L. Lowery, W. Curtis Brighton
Directors
First Financial Corporation
and First Financial Bank
The Morris Plan Company
of Terre Haute Inc.
Forrest Sherer Inc.
David L. Bailey
Jeffrey G. Belskus
Mark J. Fuson
Steven H. Holliday
Norman D. Lowery
James F. Nasser
Jeffrey B. Smith
John W. Dinkel
J. Barton Douglas
Norman L. Lowery
John S. Lukens
David W. Marietta
Dennis S. Michael
Jerry R. Mueller
Robert F. Prox III
W. Curtis Brighton
B. Guille Cox, Jr.
Thomas T. Dinkel
Anton H. George
Gregory L. Gibson
William R. Krieble
Norman L. Lowery
Ronald K. Rich
Donald E. Smith, Emeritus
Virginia L. Smith
William J. Voges
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FIRST FINANCIAL CORPORATION 2015 ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(cid:95)(cid:3)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
(cid:133)(cid:3)TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from _________ to ___________
Commission file number 0-16759
FIRST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA
(State of Incorporation)
One First Financial Plaza
Terre Haute, Indiana
(Address of Registrant’s Principal Executive Offices)
35-1546989
(I.R.S. Employer Identification Number)
47807
(Zip Code)
(812) 238-6000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, no par value
Name of Exchange on Which Registered
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known-seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes (cid:133) No (cid:95)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes (cid:133) No (cid:95)
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 shorter 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 (cid:95) No (cid:133)
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 (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes (cid:95) No (cid:133)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:133)
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 definition of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in
Rule 12b-2 of the Exchange Act of 1934.
Large accelerated filer (cid:133) Accelerated filer (cid:95) Non-accelerated filer (cid:133) Smaller reporting company (cid:133)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:133) No (cid:95)
As of June 30, 2015 the aggregate market value of the stock held by non-affiliates of the registrant based on the average bid and
ask prices of such stock was $420,248,048. (For purposes of this calculation, the Corporation excluded the stock owned by
certain beneficial owners and management and the Corporation’s Employee Stock Ownership Plan.)
Shares of Common Stock outstanding as of March 1, 2016—12,656,606 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement for the First Financial Corporation Annual Meeting of Shareholders to be held April
20, 2016 are incorporated by reference into Part III.
FIRST FINANCIAL CORPORATION
2015 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Signatures
Exhibit 21
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
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FIRST FINANCIAL CORPORATION
2015 ANNUAL REPORT ON FORM 10-K
PART I
ITEM 1.
BUSINESS
FORWARD-LOOKING STATEMENTS
A cautionary note about forward-looking statements: In its oral and written communication, First Financial Corporation from time to
time includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements can include statements about estimated cost savings, plans and objectives for future operations and
expectations about performance, as well as economic and market conditions and trends. They often can be identified by the use of
words such as "expect," "may," "could," "intend," "project," "estimate," "believe" or "anticipate" or words of similar import. By their
nature, forward-looking statements are based on assumptions and are subject to risks, uncertainties and other factors. Actual results
may differ materially from those contained in the forward-looking statement. First Financial Corporation may include forward-
looking statements in filings with the Securities and Exchange Commission, in other written materials such as this Annual Report
and in oral statements made by senior management to analysts, investors, representatives of the media and others. It is intended that
these forward-looking statements speak only as of the date they are made, and First Financial Corporation undertakes no obligation
to update any forward-looking statement to reflect events or circumstances after the date on which the forward-looking statement is
made or to reflect the occurrence of unanticipated events.
The discussion in Item 1A (Risk Factors) and Item 7 (Management's Discussion and Analysis of Results of Operations and Financial
Condition) of this Annual Report on Form 10-K, lists some of the factors which could cause actual results to vary materially from
those in any forward-looking statements. Other uncertainties which could affect First Financial Corporation's future performance
include the effects of competition, technological changes and regulatory developments; changes in fiscal, monetary and tax policies;
market, economic, operational, liquidity, credit and interest rate risks associated with First Financial Corporation's business;
inflation; competition in the financial services industry; changes in general economic conditions, either nationally or regionally,
resulting in, among other things, credit quality deterioration; and changes in securities markets. Investors should consider these
risks, uncertainties and other factors in addition to those mentioned by First Financial Corporation in its other filings from time to
time when considering any forward-looking statement.
GENERAL
First Financial Corporation (the “Corporation”) is a financial holding company. The Corporation was originally organized as an
Indiana corporation in 1984 to operate as a bank holding company.
The Corporation, which is headquartered in Terre Haute, Indiana, offers a wide variety of financial services including commercial,
mortgage and consumer lending, lease financing, trust account services, depositor services and insurance services through its four
subsidiaries. At the close of business in 2015 the Corporation and its subsidiaries had 896 full-time equivalent employees.
The risk characteristics of each loan portfolio segment are as follows:
Commercial
Commercial loans are predominately loans to expand a business or finance asset purchases. The underlying risk in the Commercial
loan segment is primarily a function of the reliability and sustainability of the cash flows of the borrower and secondarily on the
underlying collateral securing the transaction. From time to time, the cash flows of borrowers may be less than historical or as
planned. In addition, the underlying collateral securing these loans may fluctuate in value. Most commercial loans are secured by the
assets financed or other business assets and most commercial loans are further supported by a personal guarantee. However, in some
instances, short term loans are made on an unsecured basis. Agriculture production loans are typically secured by growing crops and
generally secured by other assets such as farm equipment. Production loans are subject to weather and market pricing risks. The
Corporation has established underwriting standards and guidelines for all commercial loan types.
The Corporation strives to maintain a geographically diverse commercial real estate portfolio. Commercial real estate loans are
primarily underwritten based upon the cash flows of the underlying real estate or from the cash flows of the business conducted at
the real estate. Generally, these types of loans will be fully guaranteed by the principal owners of the real estate and loan amounts
must be supported by adequate collateral value. Commercial real estate loans may be adversely affected by factors in the local
market, the regional economy, or industry specific factors. In addition, Commercial Construction loans are a specific type of
commercial real estate loan which inherently carry more risk than loans for completed projects. Since these types of loans are
3
underwritten utilizing estimated costs, feasibility studies, and estimated absorption rates, the underlying value of the project may
change based upon the inaccuracy of these projections. Commercial construction loans are closely monitored, subject to industry
standards, and disbursements are controlled during the construction process.
Residential
Retail real estate mortgages that are secured by 1-4 family residences are generally owner occupied and include residential real
estate and residential real estate construction loans. The Corporation typically establishes a maximum loan-to-value ratio and
generally requires private mortgage insurance if the ratio is exceeded. The Corporation sells substantially all of its long-term fixed
mortgages to secondary market purchasers. Mortgages sold to secondary market purchasers are underwritten to specific guidelines.
The Corporation originates some mortgages that are maintained in the bank’s loan portfolio. Portfolio loans are generally adjustable
rate mortgages and are underwritten to conform to Qualified Mortgage standards. Several factors are considered in underwriting all
Mortgages including the value of the underlying real estate, debt-to-income ratio and credit history of the borrower. Repayment is
primarily dependent upon the personal income of the borrower and can be impacted by changes in borrower’s circumstances such as
changes in employment status and changes in real estate property values. Risk is mitigated by the sale of substantially all long-term
fixed rate mortgages, the underwriting of portfolio loans to Qualified Mortgage standards and the fact that mortgages are generally
smaller individual amounts spread over a large number of borrowers.
Consumer
The consumer portfolio primarily consists of home equity loans and lines (typically secured by a subordinate lien on a 1-4 family
residence), secured loans (typically secured by automobiles, boats, recreational vehicles, or motorcycles), cash/CD secured, and
unsecured loans. Pricing, loan terms, and loan to value guidelines vary by product line. The underlying value of collateral dependent
loans may vary based on a number of economic conditions, including fluctuations in home prices and unemployment levels.
Underwriting of consumer loans is based on the individual credit profile and analysis of the debt repayment capacity for each
borrower. Payments for consumer loans is typically set-up on equal monthly installments, however, future repayment may be
impacted by a change in economic conditions or a change in the personal income levels of individual customers. Overall risks within
the consumer portfolio are mitigated by the mix of various loan products, lending in various markets and the overall make-up of the
portfolio (small loan sizes and a large number of individual borrowers).
COMPANY PROFILE
First Financial Bank, N.A. (the “Bank”) is the largest bank in Vigo County, Ind. It operates 11 full-service banking branches within
the county; three in Clay County, Ind.; one in Daviess County, Ind.; one in Gibson County, Ind.; one in Greene County, Ind.; three in
Knox County, Ind.; four in Parke County, Ind.; one in Putnam County, Ind., four in Sullivan County, Ind.; one in Vanderburgh,
County.; four in Vermillion County, Ind.; five in Champaign County, Illinois; one in Clark County, Ill.; three in Coles County, Ill.;
two in Crawford County, Ill.; two in Franklin County, Ill.; one in Jasper County, Ill.; two in Jefferson County, Ill.; one in Lawrence
County, Ill.; two in Livingston County, Illinois; two in Marion County, Ill.; one in Montgomery County, Ill.; three in McLean
County, Illinois; two in Richland County, Ill.; six in Vermilion County, Ill.; and one in Wayne County, Ill. In addition to its branches,
it has a main office in downtown Terre Haute and a 50,000-square-foot commercial building on South Third Street in Terre Haute,
which serves as the Corporation's operations center and provides additional office space. The Morris Plan Company of Terre Haute,
Inc. (“Morris Plan”) has one office and is located in Vigo County. Forrest Sherer Inc. is a regional supplier of insurance, surety and
other financial products. Forrest Sherer has more than 58 professionals and over 91 years of service to both businesses and
households in their market area. The agency has representation agreements with more than 40 regional and national insurers to
market their products of property and casualty insurance, surety bonds, employee benefit plans, life insurance and annuities. FFB
Risk Management Co., Inc. located in Las Vegas, Nevada is a captive insurance subsidiary which insures various liability and
property damage policies for First Financial Corporation subsidiaries.
COMPETITION
First Financial Bank and Morris Plan face competition from other financial institutions. These competitors consist of commercial
banks, a mutual savings bank and other financial institutions, including consumer finance companies, insurance companies,
brokerage firms and credit unions.
The Corporation's business activities are centered in west-central Indiana and east-central Illinois. The Corporation has no foreign
activities other than periodically investing available funds in time deposits held in foreign branches of domestic banks.
4
REGULATION AND SUPERVISION
The Corporation and its subsidiaries operate in highly regulated environments and are subject to supervision and regulation by
several governmental regulatory agencies, including the Board of Governors of the Federal Reserve System (the “Federal Reserve”),
the Office of the Comptroller of the Currency (the “OCC”), the Federal Deposit Insurance Corporation (the “FDIC”), and the
Indiana Department of Financial Institutions (the “DFI”). The laws and regulations established by these agencies are generally
intended to protect depositors, not shareholders. Changes in applicable laws, regulations, governmental policies, income tax laws
and accounting principles may have a material effect on the Corporation’s business and prospects. The following summary is
qualified by reference to the statutory and regulatory provisions discussed.
The Dodd-Frank Act
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or “Dodd-Frank”), which was enacted in
July 2010, significantly restructured the financial regulatory regime in the United States. Although the Dodd-Frank Act’s provisions
that have received the most public attention generally have been those applying to or more likely to affect larger institutions such as
bank holding companies with total consolidated assets of $50 billion or more, it contains numerous other provisions that affect all
bank holding companies and banks, including the Corporation, the Bank, and Morris Plan, some of which are described in more
detail below.
Because full implementation of the Dodd-Frank Act will occur over several years, it is difficult to anticipate the overall financial
impact on the Corporation, its customers or the financial industry generally. However, the impact is expected to be substantial and
may have an adverse impact on the Corporation’s financial performance and growth opportunities.
The Volcker Rule
The Dodd-Frank Act requires the federal financial regulatory agencies to adopt rules that prohibit banks and their affiliates from
engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (defined as hedge funds
and private equity funds). The statutory provision is commonly called the “Volcker Rule”. Although the Corporation is continuing to
evaluate the impact of the Volcker Rule and the final rules adopted thereunder, the Corporation does not currently anticipate that the
Volcker Rule will have a material effect on the operations of the Bank, Morris Plan, or their respective subsidiaries, as the
Corporation does not engage in the businesses prohibited by the Volcker Rule. The Corporation may incur costs to adopt additional
policies and systems to ensure compliance with the Volcker Rule, but any such costs are not expected to be material.
Consumer Financial Protection Bureau
The Consumer Financial Protection Bureau (the “CFPB”), created by the Dodd-Frank Act, is responsible for administering federal
consumer financial protection laws. The CFPB, which began operations on July 21, 2011, is an independent bureau within the
Federal Reserve and has broad rule-making, supervisory and examination authority to set and enforce rules in the consumer
protection area over financial institutions that have assets of $10 billion or more. The CFPB also has data collecting powers for fair
lending purposes for both small business and mortgage loans, as well as authority to prevent unfair, deceptive and abusive practices.
Abusive acts or practices are defined as those that:
(1)
materially interfere with a consumer’s ability to understand a term or condition of a consumer financial product
or service, or
(2)
take unreasonable advantage of a consumer’s:
•
•
lack of financial savvy,
inability to protect himself in the selection or use of consumer financial products or services,
or
•
reasonable reliance on a covered entity to act in the consumer’s interests.
The CFPB has the authority to investigate possible violations of federal consumer financial law, hold hearings and commence civil
litigation. The CFPB can issue cease-and-desist orders against banks and other entities that violate consumer financial laws. The
CFPB may also institute a civil action against an entity in violation of federal consumer financial law in order to impose a civil
penalty or an injunction.
5
BASEL III
In July 2013, the federal banking agencies published the Basel III Capital Rules establishing a new comprehensive capital
framework for U.S. banking organizations. The rules implement the Basel Committee’s December 2010 framework known as
“Basel III” for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act.
The Basel III Capital Rules became effective on January 1, 2015 (subject to a phase-in period) and, among other things, introduced a
new capital measure known as “Common Equity Tier 1” (“CET1”), which generally consists of common equity Tier 1 capital
instruments and related surplus, retained earnings, and common equity Tier 1 minority interests, minus certain adjustments and
deductions.
The Basel III Capital Rules provide for a number of deductions from and adjustments to CET1. These include, for example, the
requirement that mortgage servicing rights, deferred tax assets arising from temporary differences that could not be realized through
net operating loss carrybacks and significant investments in non-consolidated financial entities be deducted from CET1 to the extent
that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1. Under the former
capital standards, the effects of accumulated other comprehensive income items included in capital were excluded for the purposes
of determining regulatory capital ratios. Under the Basel III Capital Rules, the effects of certain accumulated other comprehensive
items are not excluded; however, non-advanced approaches banking organizations, including the Corporation, may make a one-time
permanent election to continue to exclude these items. The Corporation, the Bank and Morris Plan all made this election in order to
avoid significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of the
Corporation’s available-for-sale securities portfolio. The Basel III Capital Rules also preclude certain hybrid securities, such as trust
preferred securities, as Tier 1 capital of bank holding companies, subject to phase-out. The Corporation has no trust preferred
securities. Implementation of the deductions and other adjustments to CET1 began on January 1, 2015 and will be phased-in over a
four-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter).
The Basel III Capital Rules prescribe a standardized approach for risk weightings that expand the risk-weighting categories from the
current four Basel I-derived categories (0%, 20%, 50% and 100%) to a much larger and more risk-sensitive number of categories,
depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain
equity exposures, and resulting in higher risk weights for a variety of asset categories. Specifics changes from former capital rules
impacting the Corporation’s determination of risk-weighted assets include, among other things:
• Applying a 150% risk weight instead of a 100% risk weight for certain high volatility commercial real estate acquisition,
development and construction loans;
• Assigning a 150% risk weight to exposures (other than residential mortgage exposures) that are 90 days past due;
•
•
Providing for a 20% credit conversion factor for the unused portion of a commitment with an original maturity of one year
or less that is not unconditionally cancellable (currently set at 0%); and
Providing for a risk weight, generally not less than 20% with certain exceptions, for securities lending transactions based
on the risk weight category of the underlying collateral securing the transaction.
When fully phased in on January 1, 2019, the Basel III Capital Rules will require the Corporation and its banking subsidiaries to
maintain:
•
•
•
•
a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is
added to the 4.5% CET1 ratio as that buffer is phased in, effectively resulting in a minimum ratio of CET1 to risk-weighted
assets of at least 7% upon full implementation);
a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (which is
added to the 6.0% Tier 1 capital ratio as that buffer is phased in, effectively resulting in a minimum Tier 1 capital ratio of
8.5% upon full implementation);
a minimum ratio of Total capital (that is, Tier 1 plus Tier 2) to risk-weighted assets of at least 8.0%, plus the capital
conservation buffer (which is added to the 8.0% total capital ratio as that buffer is phased in, effectively resulting in a
minimum total capital ratio of 10.5% upon full implementation), and
a minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital to average assets.
The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of
CET1 to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation
buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases and
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compensation based on the amount of the shortfall. The implementation of the capital conservation buffer began on January 1, 2016
at the 0.625% level and will be phased in over a four-year period (increasing by that amount on each subsequent January 1, until it
reaches 2.5% on January 1, 2019).
Under the Basel III Capital Rules, the minimum capital ratios as of January 1, 2016 are as follows:
•
•
•
5.125% CET1 to risk-weighted assets;
6.625% Tier 1 capital to risk-weighted assets; and
8.625% Total capital to risk-weighted assets.
Certain regulatory capital ratios for the Corporation as of December 31, 2015, are shown below:
•
•
•
•
17.69% CET1 to risk-weighted assets;
17.69% Tier 1 capital to risk-weighted assets;
18.62% Total capital to risk-weighted assets; and
12.92% leverage ratio.
Certain regulatory capital ratios for the Bank as of December 31, 2015, are shown below:
•
•
•
•
17.23% CET1 to risk-weighted assets;
17.23% Tier 1 capital to risk-weighted assets;
18.05% Total capital to risk-weighted assets; and
12.50% leverage ratio.
Certain regulatory capital ratios for Morris Plan as of December 31, 2015, are shown below:
•
•
•
•
30.93% CET1 to risk-weighted assets;
30.93% Tier 1 capital to risk-weighted assets;
32.22% Total capital to risk-weighted assets; and
28.06% leverage ratio.
The Corporation
The Bank Holding Company Act. Because the Corporation owns all of the outstanding capital stock of the Bank, it is registered as a
bank holding company under the federal Bank Holding Company Act of 1956 (“Act”) and is subject to periodic examination by the
Federal Reserve and required to file periodic reports of its operations and any additional information that the Federal Reserve may
require.
In general, the Act limits the business of bank holding companies to banking, managing or controlling banks and other activities that
the Federal Reserve has determined to be so closely related to banking as to be a proper incident thereto. In addition, bank holding
companies that qualify and elect to be financial holding companies such as the Corporation, may engage in any activity, or acquire
and retain the shares of a company engaged in any activity, that is either (i) financial in nature or incidental to such financial activity
(as determined by the Federal Reserve in consultation with the Secretary of the Treasury) or (ii) complementary to a financial
activity and does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally
(as solely determined by the Federal Reserve), without prior approval of the Federal Reserve.
Investments, Control, and Activities. With some limited exceptions, the Bank Holding Company Act requires every bank holding
company to obtain the prior approval of the Federal Reserve before acquiring another bank holding company or acquiring more than
five percent of the voting shares of a bank (unless it already owns or controls the majority of such shares).
Bank holding companies are prohibited, with certain limited exceptions, from engaging in activities other than those of banking or
of managing or controlling banks. They are also prohibited from acquiring or retaining direct or indirect ownership or control of
voting shares or assets of any company which is not a bank or bank holding company, other than subsidiary companies furnishing
services to or performing services for their subsidiaries, and other subsidiaries engaged in activities which the Federal Reserve
determines to be so closely related to banking or managing or controlling banks as to be incidental to these operations. The Bank
Holding Company Act does not place territorial restrictions on the activities of such nonbanking-related activities.
7
Bank holding companies which meet certain management, capital, and Community Reinvestment Act of 1977 (“CRA”) standards
may elect to become a financial holding company, which would allow them to engage in a substantially broader range of
nonbanking activities than is permitted for a bank holding company, including insurance underwriting and making merchant banking
investments in commercial and financial companies.
The Corporation is a financial holding company (“FHC”) within the meaning of the Gramm-Leach-Bliley Financial Modernization
Act of 1999 (“GLB Act”). The GLB Act restricts the business of FHC’s to financial and related activities, and provides the
following:
·
·
·
·
it allows bank holding companies that qualify as “financial holding companies” to engage in a broad
range of financial and related activities;
it allows insurers and other financial services companies to acquire banks;
it removes various restrictions that applied to bank holding company ownership of securities firms and
mutual fund advisory companies; and
it establishes the overall regulatory structure applicable to bank holding companies that also engage in
insurance and securities operations.
As a qualified FHC, the Corporation is eligible to engage in, or acquire companies engaged in, the broader range of activities that
are permitted by the GLB Act. These activities include those that are determined to be “financial in nature,” including insurance
underwriting, securities underwriting and dealing, and making merchant banking investments in commercial and financial
companies. If any of the Corporation’s banking subsidiaries ceases to be “well capitalized” or “well managed” under applicable
regulatory standards, the Federal Reserve Board may, among other things, place limitations on the Corporation’s ability to conduct
these broader financial activities or, if the deficiencies persist, require the divestiture of the banking subsidiary. In addition, if any of
the Corporation’s banking subsidiaries receives a rating of less than satisfactory under the CRA, the Corporation would be
prohibited from engaging in any additional activities other than those permissible for bank holding companies that are not financial
holding companies. The Corporation’s banking subsidiaries currently meet these capital, management and CRA requirements.
Dividends. The Federal Reserve's policy is that a bank holding company experiencing earnings weakness should not pay cash
dividends exceeding its net income or which could only be funded in ways that weaken the bank holding company's financial health,
such as by borrowing. Additionally, the Federal Reserve possesses enforcement powers over bank holding companies and their non-
bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and
regulations. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies.
Source of Strength. In accordance with Federal Reserve policy, the Corporation is expected to act as a source of financial strength to
the Bank and Morris Plan and to commit resources to support the Bank and Morris Plan in circumstances in which the Corporation
might not otherwise do so.
Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) represents a comprehensive revision of
laws affecting corporate governance, accounting obligations and corporate reporting. Among other requirements, the Sarbanes-
Oxley Act established: (i) requirements for audit committees of public companies, including independence and expertise standards;
(ii) additional responsibilities regarding financial statements for the chief executive officers and chief financial officers of reporting
companies; (iii) standards for auditors and regulation of audits; (iv) increased disclosure and reporting obligations for reporting
companies regarding various matters relating to corporate governance, and (v) new and increased civil and criminal penalties for
violation of the securities laws.
The Bank and Morris Plan
General Regulatory Supervision. The Bank is a national bank organized under the laws of the United States of America and is
subject to the supervision of the OCC, whose examiners conduct periodic examinations of the Bank. The Bank must undergo
regular on-site examinations by the OCC and must submit quarterly and annual reports to the OCC concerning its activities and
financial condition.
Morris Plan is an Indiana-chartered institution and is subject to the supervision of the FDIC and the DFI, whose examiners conduct
periodic examinations of Morris Plan. Morris Plan must undergo regular on-site examinations by the FDIC and the DFI and must
submit quarterly and annual reports to the FDIC and the DFI concerning its activities and financial condition.
8
The deposits of the Bank and Morris Plan are insured by the FDIC and are subject to the FDIC's rules and regulations respecting the
insurance of deposits. See “Deposit Insurance”.
Lending Limits. The total loans and extensions of credit to a borrower outstanding at one time and not fully secured may not exceed
15 percent of the bank's capital and unimpaired surplus. In addition, the total amount of outstanding loans and extensions of credit
to any borrower outstanding at one time and fully secured by readily marketable collateral may not exceed 10 percent of the
unimpaired capital and unimpaired surplus of the bank (this limitation is separate from and in addition to the above limitation). If a
loan is secured by United States obligations, such as treasury bills, it is not subject to this legal lending limit.
Deposit Insurance. The Dodd-Frank Act has permanently increased the maximum amount of deposit insurance for financial
institutions per insured depositor to $250,000.
The deposits of the Bank and Morris Plan are insured up to the applicable limits under the Deposit Insurance Fund (“DIF”).
The FDIC maintains the DIF by assessing depository institutions an insurance premium. Pursuant to the Dodd-Frank Act, the
FDIC is required to set a DIF reserve ratio of 1.35% of estimated insured deposits and is required to achieve this ratio by
September 30, 2020.
In connection with the Dodd-Frank Act’s requirement that insurance assessments be based on assets, the FDIC bases assessments on
an institution’s average consolidated assets (less average tangible equity) as opposed to its deposit level. This may shift the burden
of deposit premiums toward larger depository institutions which rely on funding sources other than U.S. deposits.
Under the FDIC’s risk-based assessment system, insured institutions are required to pay deposit insurance premiums based on the
risk that each institution poses to the DIF. An institution’s risk to the DIF is measured by its regulatory capital levels, supervisory
evaluations, and certain other factors. An institution’s assessment rate depends upon the risk category to which it is assigned. As
noted above, pursuant to the Dodd-Frank Act, the FDIC will calculate an institution’s assessment level based on its total average
consolidated assets during the assessment period less average tangible equity (i.e., Tier 1 capital) as opposed to an institution’s
deposit level which was the previous basis for calculating insurance assessments. Pursuant to the Dodd-Frank Act, institutions will
be placed into one of four risk categories for purposes of determining the institution’s actual assessment rate. The FDIC will
determine the risk category based on the institution’s capital position (well capitalized, adequately capitalized, or undercapitalized)
and supervisory condition (based on exam reports and related information provided by the institution’s primary federal regulator).
The Bank paid a total FDIC assessment of $1.7 million and Morris Plan paid a total FDIC assessment of $31 thousand in 2015.
In addition to the FDIC insurance premiums, the Bank and the Morris Plan are required to make quarterly payments on bonds issued
by the Financing Corporation (“FICO”), an agency of the Federal government established to recapitalize a predecessor deposit
insurance fund. These assessments will continue until the FICO bonds are repaid.
Transactions with Affiliates and Insiders. Pursuant to Sections 23A and 23B of the Federal Reserve Act and Regulation W, the Bank
and Morris Plan are subject to limitations on the amount of loans or extensions of credit to, or investments in, or certain other
transactions with, affiliates (including the Corporation) and insiders and on the amount of advances to third parties collateralized by
the securities or obligations of affiliates. Furthermore, within the foregoing limitations as to amount, each covered transaction must
meet specified collateral requirements. Compliance is also required with certain provisions designed to avoid the taking of low
quality assets. The Bank and Morris Plan are also prohibited from engaging in certain transactions with certain affiliates and
insiders unless the transactions are on terms substantially the same, or at least as favorable to such institution or its subsidiaries, as
those prevailing at the time for comparable transactions with nonaffiliated companies.
Extensions of credit by the Bank or Morris Plan to their executive officers, directors, certain principal shareholders, and their related
interests must:
•
•
be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for
comparable transactions with third parties; and
not involve more than the normal risk of repayment or present other unfavorable features.
The Dodd-Frank Act also included specific changes to the law related to the definition of a “covered transaction” in Sections 23A
and 23B and limitations on asset purchases from insiders. With respect to the definition of a “covered transaction,” the Dodd-Frank
Act now defines that term to include the acceptance of debt obligations issued by an affiliate as collateral for an institution’s loan or
extension of credit to another person or company. In addition, a “derivative transaction” with an affiliate is now deemed to be a
“covered transaction” to the extent that such a transaction causes an institution or its subsidiary to have a credit exposure to the
affiliate. A separate provision of the Dodd-Frank Act states that an insured depository institution may not “purchase an asset from,
or sell an asset to” a bank insider (or their related interests) unless (1) the transaction is conducted on market terms between the
9
parties and (2) if the proposed transaction represents more than 10 percent of the capital stock and surplus of the insured institution,
it has been approved in advance by a majority of the institution’s non-interested directors.
Dividends. Applicable law provides that a financial institution, such as the Bank or Morris Plan, may pay dividends from its
undivided profits in an amount declared by its Board of Directors, subject to prior regulatory approval if the proposed dividend,
when added to all prior dividends declared during the current calendar year, would be greater than the current year's net income and
retained earnings for the previous two calendar years.
Federal law generally prohibits the Bank or Morris Plan from paying a dividend to the Corporation if it would thereafter be
undercapitalized. The FDIC may prevent a financial institution from paying dividends if it is in default of payment of any
assessment due to the FDIC. In addition, payment of dividends by a bank may be prevented by the applicable federal regulatory
authority if such payment is determined, by reason of the financial condition of such bank, to be an unsafe and unsound banking
practice.
Community Reinvestment Act. The CRA requires that the federal banking regulators evaluate the records of a financial institution
in meeting the credit needs of its local community, including low and moderate income neighborhoods. These factors are also
considered in evaluating mergers, acquisitions, and applications to open a branch or facility. Failure to adequately meet these
criteria could result in the imposition of additional requirements and limitations on the Bank or on Morris Plan.
Interest Rate and Market Risk. The federal bank regulators also have issued a joint policy statement to provide guidance on
sound practices for managing interest rate risk. The statement sets forth the factors the federal regulatory examiners will use to
determine the adequacy of a bank's capital for interest rate risk. These qualitative factors include the adequacy and
effectiveness of the bank's internal interest rate risk management process and the level of interest rate exposure. Other
qualitative factors that will be considered include the size of the bank, the nature and complexity of its activities, the adequacy
of its capital and earnings in relation to the bank's overall risk profile, and its earning exposure to interest rate movements. The
interagency supervisory policy statement describes the responsibilities of a bank's board of directors in implementing a risk
management process and the requirements of the bank's senior management in ensuring the effective management of interest
rate risk. Further, the statement specifies the elements that a risk management process must contain.
The federal banking regulators have also issued regulations revising the risk-based capital standards to include a supervisory
framework for measuring market risk. The effect of these regulations is that any bank holding company or bank which has
significant exposure to market risk must measure such risk using its own internal model, subject to the requirements contained in the
regulations, and must maintain adequate capital to support that exposure. These regulations apply to any bank holding company or
bank whose trading activity equals 10% or more of its total assets, or whose trading activity equals $1 billion or more. Examiners
may require a bank holding company or bank that does not meet the applicability criteria to comply with the capital requirements if
necessary for safety and soundness purposes. These regulations contain supplemental rules to determine qualifying and excess
capital, calculate risk-weighted assets, calculate market risk-equivalent assets and calculate risk-based capital ratios adjusted for
market risk.
Prompt Corrective Action. The Federal Deposit Insurance Act, as amended (“FDIA”), requires among other things, the federal
banking agencies to take “prompt corrective action” in respect of depository institutions that do not meet minimum capital
requirements. The FDIA includes the following five capital tiers: “well capitalized,” “adequately capitalized,” “undercapitalized,”
“significantly undercapitalized” and “critically undercapitalized.” A depository institution’s capital tier will depend upon how its
capital levels compare with various relevant capital measures and certain other factors, as established by regulation. The relevant
capital measures are the total risk-based capital ratio, the Tier 1 risk-based capital ratio, the common equity Tier 1 risk-based capital
ratio and the leverage ratio.
A bank will be (i) “well capitalized” if the institution has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based
capital ratio of 8.0% or greater, a common equity tier 1 risk-based capital ratio of 6.5% or greater and a leverage ratio of 5.0% or
greater, and is not subject to any order or written directive by any such regulatory authority to meet and maintain a specific capital
level for any capital measure; (ii) “adequately capitalized” if the institution has a total risk-based capital ratio of 8.0% or greater, a
Tier 1 risk-based capital ratio of 6.0% or greater, a common equity Tier 1 risk-based capital ratio of 4.5% or greater and a leverage
ratio of 4.0% or greater and is not “well capitalized”; (iii) “undercapitalized” if the institution has a total risk-based capital ratio that
is less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a common equity Tier 1 risk-based capital ratio of 4.5%, or a
leverage ratio of less than 4.0%; (iv) “significantly undercapitalized” if the institution has a total risk-based capital ratio of less than
6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a common equity Tier 1 risk-based capital ratio of less than 3.0%, or a
leverage ratio of less than 3.0%; and (v) “critically undercapitalized” if the institution’s tangible equity is equal to or less than 2.0%
of average quarterly tangible assets. An institution may be downgraded to, or deemed to be in, a capital category that is lower than
indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory
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examination rating with respect to certain matters. A bank’s capital category is determined solely for the purpose of applying prompt
corrective action regulations, and the capital category may not constitute an accurate representation of the bank’s overall financial
condition or prospects for other purposes.
The FDIA generally prohibits a depository institution from making any capital distributions (including payment of a dividend) or
paying any management fee to its parent holding company if the depository institution would thereafter be “undercapitalized.”
“Undercapitalized” institutions are subject to growth limitations and are required to submit a capital restoration plan. The agencies
may not accept such a plan without determining, among other things, that the plan is based on realistic assumptions and is likely to
succeed in restoring the depository institution’s capital. In addition, for a capital restoration plan to be acceptable, the depository
institution’s parent holding company must guarantee that the institution will comply with such capital restoration plan. The bank
holding company must also provide appropriate assurances of performance. The aggregate liability of the parent holding company is
limited to the lesser of (i) an amount equal to 5.0% of the depository institution’s total assets at the time it became undercapitalized
and (ii) the amount which is necessary (or would have been necessary) to bring the institution into compliance with all capital
standards applicable with respect to such institution as of the time it fails to comply with the plan. If a depository institution fails to
submit an acceptable plan, it is treated as if it is “significantly undercapitalized.”
“Significantly undercapitalized” depository institutions may be subject to a number of requirements and restrictions, including
orders to sell sufficient voting stock to become “adequately capitalized,” requirements to reduce total assets, and cessation of receipt
of deposits from correspondent banks. “Critically undercapitalized” institutions are subject to the appointment of a receiver or
conservator.
The appropriate federal banking agency may, under certain circumstances, reclassify a well-capitalized insured depository institution
as adequately capitalized. The FDIA provides that an institution may be reclassified if the appropriate federal banking agency
determines (after notice and opportunity for hearing) that the institution is in an unsafe or unsound condition or deems the institution
to be engaging in an unsafe or unsound practice.
The appropriate agency is also permitted to require an adequately capitalized or undercapitalized institution to comply with the
supervisory provisions as if the institution were in the next lower category (but not treat a significantly undercapitalized institution
as critically undercapitalized) based on supervisory information other than the capital levels of the institution.
The Corporation believes that, as of December 31, 2015, the Bank and Morris Plan were each “well capitalized” based on the
aforementioned ratios.
Incentive Compensation. The Dodd-Frank Act requires the federal bank regulatory agencies and the SEC to establish joint
regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities, such as the Corporation
and the Bank, having at least $1 billion in total assets that encourage inappropriate risks by providing an executive officer,
employee, director or principal shareholder with excessive compensation, fees, or benefits or that could lead to material financial
loss to the entity. In addition, these regulators must establish regulations or guidelines requiring enhanced disclosure to regulators of
incentive-based compensation arrangements. The agencies proposed such regulations in April 2011, but the regulations have not
been finalized. If the regulations are adopted in the form initially proposed, they will impose limitations on the manner in which the
Corporation may structure compensation for its executives.
The Federal Reserve Board, OCC and FDIC have issued a comprehensive final guidance on incentive compensation policies
intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of
such organizations by encouraging excessive risk-taking. The guidance, which covers all employees that have the ability to
materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a
banking organization’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond
the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk
management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s
board of directors. These three principles are incorporated into the proposed joint compensation regulations under the Dodd-Frank
Act, discussed above.
The Federal Reserve Board will review, as part of the regular, risk-focused examination process, the incentive compensation
arrangements of banking organizations, such as the Corporation, that are not “large, complex banking organizations.” These reviews
will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of
incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination.
Deficiencies will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make
acquisitions and take other actions. Enforcement actions may be taken against a banking organization if its incentive compensation
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arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety and soundness
and the organization is not taking prompt and effective measures to correct the deficiencies.
Ability-to-Repay Requirement and Qualified Mortgage Rule. The Dodd-Frank Act contains additional provisions that affect
consumer mortgage lending. First, it significantly expands underwriting requirements applicable to loans secured by 1-4 family
residential real property and augments federal law combating predatory lending practices. In addition to numerous new disclosure
requirements, the Dodd-Frank Act imposes new standards for mortgage loan originations on all lenders, including banks and savings
associations, in an effort to encourage lenders to verify a borrower’s ability to repay, while also establishing a presumption of
compliance for certain “qualified mortgages.” Most significantly, the new standards limit the total points and fees that the Bank
and/or a broker may charge on conforming and jumbo loans to 3% of the total loan amount.
The CFPB has issued a final rule that implements the Dodd-Frank Act’s ability-to-repay requirements, and clarifies the presumption
of compliance for “qualified mortgages.” Further, the final rule also clarifies that qualified mortgages do not include “no-doc” loans
and loans with negative amortization, interest-only payments, balloon payments, terms in excess of 30 years, or points and fees paid
by the borrower that exceed 3% of the loan amount, subject to certain exceptions. In addition, for qualified mortgages, the monthly
payment must be calculated on the highest payment that will occur in the first five years of the loan, and the borrower’s total debt-
to-income ratio generally may not be more than 43%. The final rule also provides that certain mortgages that satisfy the general
product feature requirements for qualified mortgages and that also satisfy the underwriting requirements of Fannie Mae and Freddie
Mac (while they operate under federal conservatorship or receivership) or the U.S. Department of Housing and Urban Development,
Department of Veterans Affairs, or Department of Agriculture or Rural Housing Service are also considered to be qualified
mortgages. This second category of qualified mortgages will phase out as the aforementioned federal agencies issue their own rules
regarding qualified mortgages, the conservatorship of Fannie Mae and Freddie Mac ends, and, in any event, after seven years.
As set forth in the Dodd-Frank Act, subprime (or higher-priced) mortgage loans are subject to the ability-to-repay requirement, and
the final rule provides for a rebuttable presumption of lender compliance for those loans. The final rule also applies the ability-to-
repay requirement to prime loans, while also providing a conclusive presumption of compliance (i.e., a safe harbor) for prime loans
that are also qualified mortgages. Additionally, the final rule generally prohibits prepayment penalties (subject to certain exceptions)
and sets forth a 3-year record retention period with respect to documenting and demonstrating the ability-to-repay requirement and
other provisions.
USA Patriot Act. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (the “USA Patriot Act”) is intended to strengthen the ability of U.S. Law Enforcement to combat terrorism on
a variety of fronts. The potential impact of the USA Patriot Act on financial institutions is significant and wide-ranging. The USA
Patriot Act contains sweeping anti-money laundering and financial transparency laws and requires financial institutions to
implement additional policies and procedures with respect to, or additional measures designed to address, any or all of the following
matters, among others: money laundering and currency crimes, customer identification verification, cooperation among financial
institutions, suspicious activities and currency transaction reporting.
S.A.F.E. Act Requirements. Regulations issued under the Secure and Fair Enforcement for Mortgage Licensing Act of 2008 ( the
“S.A.F.E. Act” ) require residential mortgage loan originators who are employees of institutions regulated by the foregoing agencies,
including national banks, to meet the registration requirements of the S.A.F.E. Act. The S.A.F.E. Act requires residential mortgage
loan originators who are employees of regulated financial institutions to be registered with the Nationwide Mortgage Licensing
System and Registry, a database created by the Conference of State Bank Supervisors and the American Association of Residential
Mortgage Regulators to support the licensing of mortgage loan originators by the states. Employees of regulated financial
institutions are generally prohibited from originating residential mortgage loans unless they are registered.
Other Regulations
Federal law extensively regulates other various aspects of the banking business such as reserve requirements. Current federal law
also requires banks, among other things to make deposited funds available within specified time periods. In addition, with certain
exceptions, a bank and a subsidiary may not extend credit, lease or sell property or furnish any services or fix or vary the
consideration for the foregoing on the condition that (i) the customer must obtain or provide some additional credit, property or
services from, or to, any of them, or (ii) the customer may not obtain some other credit, property or service from a competitor,
except to the extent reasonable conditions are imposed to assure the soundness of credit extended.
Interest and other charges collected or contracted by the Bank or Morris Plan are subject to state usury laws and federal laws
concerning interest rates. The loan operations are also subject to federal and state laws applicable to credit transactions, such as the:
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• Truth-In-Lending Act and state consumer protection laws governing disclosures of credit terms and prohibiting certain
practices with regard to consumer borrowers;
• Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public
and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing
needs of the community it serves;
• Equal Credit Opportunity Act and other fair lending laws, prohibiting discrimination on the basis of race, creed or
•
•
other prohibited factors in extending credit;
Fair Credit Reporting Act of 1978 and Fair and Accurate Credit Transactions Act of 2003, governing the use and
provision of information to credit reporting agencies;
Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected by collection
agencies; and rules and regulations of the various federal agencies charged with the responsibility of implementing
such federal laws.
The deposit operations also are subject to the:
• Customer Information Security Guidelines. The federal bank regulatory agencies have adopted final guidelines (the
“Guidelines”) for safeguarding confidential customer information. The Guidelines require each financial institution,
under the supervision and ongoing oversight of its Board of Directors, to create a comprehensive written information
security program designed to ensure the security and confidentiality of customer information, protect against any
anticipated threats or hazards to the security or integrity of such information; protect against unauthorized access to or
use of such information that could result in substantial harm or inconvenience to any customer; and implement
response programs for security breaches.
• Electronic Funds Transfer Act and Regulation E. The Electronic Funds Transfer Act, which is implemented by
Regulation E, governs automatic deposits to and withdrawals from deposit accounts and customers' rights and
liabilities arising from the use of automated teller machines and other electronic banking service.
• Gramm-Leach-Bliley Act, Fair and Accurate Credit Transactions Act. The Gramm-Leach-Bliley Act, the Fair and
Accurate Credit Transactions Act, and the implementing regulations govern consumer financial privacy, provide
disclosure requirements and restrict the sharing of certain consumer financial information with other parties.
The federal banking agencies have established guidelines which prescribe standards for depository institutions relating to internal
controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth,
asset quality, earnings, compensation fees and benefits, and management compensation. The agencies may require an institution
which fails to meet the standards set forth in the guidelines to submit a compliance plan. Failure to submit an acceptable plan or
adhere to an accepted plan may be grounds for further enforcement action.
As noted above, the new Bureau of Consumer Financial Protection has authority for amending existing consumer compliance
regulations and implementing new such regulations. In addition, the Bureau has the power to examine the compliance of financial
institutions with an excess of $10 billion in assets with these consumer protection rules. The Bank’s and Morris Plan’s compliance
with consumer protection rules will be examined by the OCC and the FDIC, respectively, since neither the Bank nor Morris Plan
meet this $10 billion asset level threshold.
Enforcement Powers. Federal regulatory agencies may assess civil and criminal penalties against depository institutions and certain
“institution-affiliated parties”, including management, employees, and agents of a financial institution, as well as independent
contractors and consultants such as attorneys and accountants and others who participate in the conduct of the financial institution's
affairs.
In addition, regulators may commence enforcement actions against institutions and institution-affiliated parties. Possible
enforcement actions include the termination of deposit insurance. Furthermore, regulators may issue cease-and-desist orders to,
among other things, require affirmative action to correct any harm resulting from a violation or practice, including restitution,
reimbursement, indemnifications or guarantees against loss. A financial institution may also be ordered to restrict its growth,
dispose of certain assets, rescind agreements or contracts, or take other actions as determined by the regulator to be appropriate.
Effect of Governmental Monetary Policies. The Corporation's earnings are affected by domestic economic conditions and the
monetary and fiscal policies of the United States government and its agencies. The Federal Reserve Bank's monetary policies have
had, and are likely to continue to have, an important impact on the operating results of commercial banks through its power to
implement national monetary policy in order, among other things, to curb inflation or combat a recession. The monetary policies of
the Federal Reserve have major effects upon the levels of bank loans, investments and deposits through its open market operations
in United States government securities and through its regulation of the discount rate on borrowings of member banks and the
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reserve requirements against member bank deposits. It is not possible to predict the nature or impact of future changes in monetary
and fiscal policies.
Available Information
The Corporation files annual reports on Form 10-K, quarterly reports on Form 10-Q, proxy statements and other information with
the Securities and Exchange Commission. Such reports, proxy statements and other information can be read and copied at the public
reference facilities maintained by the Securities and Exchange Commission at the Public Reference Room, 100 F Street, NE,
Washington, D.C. 20549. Information regarding the operation of the Public Reference Room may be obtained by calling the
Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a web site
(http://www.sec.gov) that contains reports, proxy statements, and other information. The Corporation’s filings are also accessible at
no cost on the Corporation's website at www.first-online.com.
ITEM 1A.
RISK FACTORS
An investment in the Corporation’s common stock is subject to risks inherent to the Corporation’s business. The material risks and
uncertainties that management believes affect the Corporation are described below. Before making an investment decision, you
should carefully consider the risks and uncertainties described below together with all of the other information included or
incorporated by reference in this report. The risks and uncertainties described below are not the only ones facing the Corporation.
Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial
may also impair the Corporation’s business operations. This report is qualified in its entirety by these risk factors.
If any of the following risks actually occur, the Corporation’s business, financial condition and results of operations could be
materially and adversely affected. If this were to happen, the market price of the Corporation’s common stock could decline
significantly, and you could lose all or part of your investment.
Risks Related to the Corporation’s Business
Difficult conditions in the capital markets and the economy generally may materially adversely affect the Corporation’s
business and results of operations
In recent years, the U.S. economy has faced a severe economic crisis including a major recession. Although the economy has been
in the recovery phase since 2009, the recovery is weak and there can be no assurance that the economy will not enter into another
recession, whether in the near term or long term. The Corporation’s financial performance generally, and in particular the ability of
borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as
demand for loans and other products and services that the Corporation offers, is highly dependent upon the business environment in
the markets where the Corporation operates and in the United States as a whole.
New capital rules that were recently issued generally require insured depository institutions and their holding companies
to hold more capital. The impact of the new rules on our financial condition and operations is uncertain but could be
materially adverse.
The Federal Reserve, the FDIC and the OCC have adopted final rules for the Basel III capital framework which became effective
on January 1, 2015. These rules substantially amended the regulatory risk-based capital rules formerly applicable to the
Corporation and its banking subsidiaries. The rules phase in overtime beginning in 2015 and will become fully effective in 2019.
The rules provide for minimum capital ratios of (i) common equity Tier 1 risk-weighted capital ratio of 4.5%, (ii) Tier 1 risk-based
capital ratio (common Tier 1 capital plus Additional Tier 1 capital) of 6%, and (iii) total risk-based capital ratio of 8% (the current
requirement). Beginning in 2016, a capital conservation buffer will phase in over three years, ultimately resulting in a requirement
of 2.5% on top of the common Tier 1, Tier 1 and total capital requirements, resulting in a required common equity Tier 1 risk-based
ratio of 7%, a Tier 1 risk-based ratio of 8.5%, and a total risk-based capital ratio of 10.5%. Failure to satisfy any of these three
capital requirements will result in limits on paying dividends, engaging in share repurchases and paying discretionary bonuses.
These limitations will establish a maximum percentage of eligible retained income that could be utilized for such actions.
The geographic concentration of the Corporation’s markets makes the Corporation’s business highly susceptible to
local economic conditions
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Unlike larger banking organizations that are more geographically diversified, the Corporation’s operations are currently
concentrated in west central Indiana and east central Illinois. As a result of this geographic concentration, the Corporation’s
financial results depend largely upon economic conditions in these market areas. Deterioration in economic conditions in the
Corporation’s market could result in one or more of the following:
•
•
•
•
an increase in loan delinquencies;
an increase in problem assets and foreclosures;
a decrease in the demand for the Corporation’s products and services; and
a decrease in the value of collateral for loans, especially real estate, in turn reducing customers’ borrowing
power, the value of assets associated with problem loans and collateral coverage.
The Corporation operates in a highly competitive industry and market area
The Corporation faces substantial competition in all areas of its operations from a variety of different competitors, many of
which are larger and may have more financial resources. Such competitors include banks and many other types of financial
institutions, including, without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance
companies, factoring companies and other financial intermediaries. The financial services industry could become even more
competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms
and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of
financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking.
Also, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally
provided by banks, such as automatic transfer and automatic payment systems. Many of the Corporation's competitors have
fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to
achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those
products and services than the Corporation can.
The Corporation's ability to compete successfully depends on a number of factors, including, among other things:
•
•
•
•
•
•
the ability to develop, maintain and build upon long-term customer relationships based on top quality
service, and safe, sound assets;
the ability to expand the Corporation's market position;
the scope, relevance and pricing of products and services offered to meet customer needs and demands;
the rate at which the Corporation introduces new products and services relative to its competitors;
customer satisfaction with the Corporation's level of service; and
industry and general economic trends.
Failure to perform in any of these areas could significantly weaken the Corporation's competitive position, which could adversely
affect the Corporation's growth and profitability, which, in turn, could have a material adverse effect on the Corporation's
financial condition and results of operations.
The Corporation is dependent on certain key management and staff
The Corporation relies on key personnel to manage and operate its business. The loss of key staff may adversely affect the
Corporation’s ability to maintain and manage these portfolios effectively, which could negatively affect the Corporation’s
revenues. In addition, loss of key personnel could result in increased recruiting and hiring expenses, which could cause a
decrease in the Corporation's net income.
Recently enacted and potential further financial regulatory reforms could have a significant impact on our
business, financial condition and results of operations
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted in July 2010, instituted
major changes to the banking and financial institutions regulatory regimes in light of the recent performance of and government
intervention in the financial services sector. Many aspects of the Dodd-Frank Act are subject to rulemaking and will take effect
over several years, making it difficult to anticipate the overall financial impact on the Corporation. The changes resulting from
the Dodd-Frank Act will impose more stringent capital, liquidity and leverage requirements and may impact the profitability of
business activities, require changes to certain business practices, or otherwise adversely affect the Corporation’s business.
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Further, the Corporation may be required to invest significant management attention and resources to evaluate and make any
changes necessary to comply with new statutory and regulatory requirements under the Dodd-Frank Act, which may negatively
impact results of operations and financial condition. Congress and federal regulatory agencies continually review banking laws,
regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in
interpretation or implementation of statutes, regulations or policies, could affect the Corporation in substantial and unpredictable
ways. Such changes could subject the Corporation to additional costs, limit the types of financial services and products the
Corporation may offer and/or increase the ability of non- banks to offer competing financial services and products, among other
things.
The Corporation cannot predict whether there will be additional proposed laws or reforms that would affect the U.S. financial
system or financial institutions, whether or when such changes may be adopted, how such changes may be interpreted and
enforced or how such changes may impact the Corporation’s financial condition and results of operations. However, the costs of
complying with any additional laws or regulations could have a material adverse effect on the Corporation’s financial condition
and results of operations.
The Corporation is subject to extensive government regulation and supervision
The Corporation, primarily through the Bank and Morris Plan, is subject to extensive federal regulation and supervision.
Banking regulations are primarily intended to protect depositors' funds, federal deposit insurance funds and the banking system
as a whole, not shareholders. These regulations affect the Corporation's lending practices, capital structure, investment practices,
and growth, among other things. Failure to comply with laws, regulations or policies could result in sanctions by regulatory
agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on the Corporation's
business, financial condition and results of operations. While the Corporation has policies and procedures designed to prevent
any such violations, there can be no assurance that such violations will not occur.
The Corporation is subject to lending risk
There are inherent risks associated with the Corporation's lending activities. These risks include, among other things, the impact
of changes in interest rates and changes in the economic conditions in the markets where the Corporation operates as well as
those across Indiana, Illinois and the United States. Increases in interest rates and/or weakening economic conditions could
adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral securing these loans.
The Corporation originates commercial real estate loans, commercial loans, consumer loans and residential real estate loans
primarily within its market areas. Commercial real estate, commercial, and consumer loans may expose a lender to greater credit
risk than loans secured by residential real estate because the collateral securing these loans may not be sold as easily as
residential real estate. The Corporation is also subject to various laws and regulations that affect its lending activities. Failure to
comply with applicable laws and regulations could subject the Corporation to regulatory enforcement action that could result in
the assessment of significant civil money penalties against the Corporation.
The Corporation's allowance for loan losses may be insufficient
The Corporation maintains an allowance for loan losses, which is a reserve established through a provision for loan losses
charged to expense, that represents management's best estimate of probable incurred losses that are inherent within the existing
portfolio of loans. The level of the allowance reflects management's continuing evaluation of industry concentrations; specific
credit risks; loan loss experience; current loan portfolio quality; present economic, political and regulatory conditions and
unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the allowance for loan
losses inherently involves a high degree of subjectivity and requires the Corporation to make significant estimates of current
credit risks and future trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers,
new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of
the Corporation's control, may require an increase in the allowance for loan losses. In addition, bank regulatory agencies
periodically review the Corporation's allowance for loan losses and may require an increase in the provision for loan losses or
the recognition of further loan charge- offs, based on judgments different than those of management. If charge-offs in future
periods exceed the allowance for loan losses, the Corporation will need additional provisions to increase the allowance for loan
losses. Any increases in the allowance for loan losses will result in a decrease in net income and, possibly, capital, and may have
a material adverse effect on the Corporation's financial condition and results of operations.
The Corporation may foreclose on collateral property and would be subject to the increased costs associated with
ownership of real property, resulting in reduced revenues and earnings
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The Corporation forecloses on collateral property from time to time to protect its investment and thereafter owns and operates
such property, in which case it is exposed to the risks inherent in the ownership of real estate. The amount that the Corporation,
as a mortgagee, may realize after a default is dependent upon factors outside of its control, including, but not limited to: (i)
general or local economic conditions; (ii) neighborhood values; (iii) interest rates; (iv) real estate tax rates; (v) operating
expenses of the mortgaged properties; (vi) environmental remediation liabilities; (vii) ability to obtain and maintain adequate
occupancy of the properties; (viii) zoning laws; (ix) governmental rules, regulations and fiscal policies; and (x) natural disasters.
Certain expenditures associated with the ownership of real estate, principally real estate taxes, insurance, and maintenance costs,
may adversely affect the income from the real estate. Therefore, the cost of operating real property may exceed the income
earned from such property, and the Corporation may have to advance funds in order to protect its investment, or it may be
required to dispose of the real property at a loss. These expenditures and costs could adversely affect the Corporation’s ability to
generate revenues, resulting in reduced levels of profitability.
The Corporation is subject to environmental liability risk associated with lending activities
A significant portion of the Corporation’s loan portfolio is secured by real property. During the ordinary course of business, the
Corporation may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or
toxic substances could be found on these properties. If hazardous or toxic substances are found, the Corporation may be liable
for remediation costs, as well as for personal injury and property damage. Environmental laws may require the Corporation to
incur substantial expenses and may materially reduce the affected property’s value or limit the Corporation’s ability to use or sell
the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing
laws may increase the Corporation’s exposure to environmental liability. Environmental reviews of real property before initiating
foreclosure actions may not be sufficient to detect all potential environmental hazards. The remediation costs and any other
financial liabilities associated with an environmental hazard could have a material adverse effect on the Corporation’s business,
financial condition and results of operations.
The Corporation is subject to interest rate risk
The Corporation’s earnings and cash flows are largely dependent upon the Corporation’s net interest income. Net interest income
is the difference between interest income earned on interest earning assets such as loans and securities and interest expense paid
on interest bearing liabilities such as deposits and borrowed funds. Interest rates are highly sensitive to many factors that are
beyond the Corporation’s control, including general economic conditions and policies of various governmental and regulatory
agencies. Changes in monetary policy, including changes in interest rates, could influence not only the interest that is received on
loans and securities and the interest that is paid on deposits and borrowings, but such changes could also affect (i) the
Corporation’s ability to originate loans and obtain deposits, and (ii) the fair value of the Corporation’s financial assets and
liabilities. Currently, the Corporation is in an asset-sensitive position. In a rising interest rate environment, the Corporation may
be unable to sell its lower-yielding mortgage loans, thus impacting its ability to generate higher yielding loans which could
adversely impact earnings.
The Corporation’s accounting estimates and risk management processes rely on analytical and forecasting models
The processes the Corporation uses to estimate its probable loan losses and to measure the fair value of financial instruments, as
well as the processes used to estimate the effects of changing interest rates and other market measures on the Corporation’s
financial condition and results of operations, depends upon the use of analytical and forecasting models. These models reflect
assumptions that may not be accurate, particularly in times of market stress or other unforeseen circumstances. Even if these
assumptions are adequate, the models may prove to be inadequate or inaccurate because of other flaws in their design or their
implementation. If the models the Corporation uses for interest rate risk and asset-liability management are inadequate, the
Corporation may incur increased or unexpected losses upon changes in market interest rates or other market measures. If the
models the Corporation uses for determining its probable loan losses are inadequate, the allowance for loan losses may not be
sufficient to support future charge-offs. If the models the Corporation uses to measure the fair value financial instruments are
inadequate, the fair value of such financial instruments may fluctuate unexpectedly or may not accurately reflect what the
Corporation could realize upon sale or settlement of such financial instruments. Any such failure in the Corporation’s analytical
or forecasting models could have a material adverse effect on the Corporation’s business, financial condition and results of
operations.
The Corporation’s earnings could be adversely impacted by incidences of fraud and compliance failure
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The Corporation’s internal operations are subject to certain risks, including but not limited to, data processing system failures and
errors, customer or employee fraud and catastrophic failures resulting from terrorist acts or natural disasters. Operational risk
resulting from inadequate or failed internal processes, people, and systems includes the risk of fraud by employees or persons
outside of our company, the execution of unauthorized transactions by employees, errors relating to transaction processing and
systems, and breaches of the internal control system and compliance requirements. This risk of loss also includes potential legal
actions that could arise as a result of the operational deficiency or as a result of noncompliance with applicable regulatory
standards. The Corporation’s internal controls, disclosure controls and procedures, and corporate governance policies and
procedures are based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of
the system are met. Any failure or circumvention of the Corporation’s controls and procedures or failure to comply with
regulations related to controls and procedures could have a material adverse effect on the Corporation’s business, financial
condition and results of operations.
Risks associated with cyber-security could negatively affect our earnings
The financial services industry has experienced an increase in both the number and severity of reported cyber attacks aimed at
gaining unauthorized access to bank systems as a way to misappropriate assets and sensitive information, corrupt and destroy data,
or cause operational disruptions. We have established policies and procedures to prevent or limit the impact of security breaches,
but such events may still occur or may not be adequately addressed if they do occur. Although we rely on security safeguards to
secure our data, these safeguards may not fully protect our systems from compromises or breaches.
We also rely on the integrity and security of a variety of third party processors, payment, clearing and settlement systems, as well as
the various participants involved in these systems, many of which have no direct relationship with us. Failure by these participants
or their systems to protect our customers' transaction data may put us at risk for possible losses due to fraud or operational
disruption.
Our customers are also the target of cyber attacks and identity theft. Large scale identity theft could result in customers' accounts
being compromised and fraudulent activities being performed in their name. We have implemented certain safeguards against these
types of activities but they may not fully protect us from fraudulent financial losses.
The occurrence of a breach of security involving our customers' information, regardless of its origin, could damage our reputation
and result in a loss of customers and business and subject us to additional regulatory scrutiny, and could expose us to litigation and
possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of
operations.
The Corporation has opened new offices that may not be profitable
The Corporation has placed a strategic emphasis on expanding its banking office network. Executing this strategy carries risks of
slower than anticipated growth in the new offices, which require a significant investment of both financial and personnel
resources. Lower than expected loan and deposit growth in new offices can decrease anticipated revenues and net income
generated by those offices, and opening new offices could result in more additional expenses than anticipated and divert resources
from current core operations.
Potential acquisitions may disrupt the Corporation’s business and dilute stockholder value
The Corporation generally seeks merger or acquisition partners that are culturally similar and have experienced management and
possess either significant market presence or have potential for improved profitability through financial management, economies
of scale or expanded services. Acquiring other banks, businesses, or branches involves various risks commonly associated with
acquisitions, including, among other things:
•
•
•
•
•
•
•
potential exposure to unknown or contingent liabilities of the target company;
exposure to potential asset quality issues of the target company;
potential disruption to the Corporation’s business;
potential diversion of the Corporation’s management’s time and attention;
the possible loss of key employees and customers of the target company;
difficulty in estimating the value of the target company; and
potential changes in banking or tax laws or regulations that may affect the target company.
Acquisitions typically involve the payment of a premium over book and market values, and, therefore, some dilution of the
Corporation’s tangible book value and net income per common share may occur in connection with any future transaction.
18
Furthermore, failure to realize the expected revenue increases, cost savings, increases in geographic or product presence, and/or
other projected benefits from an acquisition could have a material adverse effect on the Corporation’s business, financial
condition and results of operations.
New lines of business or new products and services may subject the Corporation to additional risks
From time to time, the Corporation may implement new lines of business or offer new products and services within existing lines
of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets
are not fully developed. In developing and marketing new lines of business and/or new products and services the Corporation
may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or
new products or services may not be achieved and price and profitability targets may not prove feasible. External factors, such as
compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful
implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product
or service could have a significant impact on the effectiveness of the Corporation’s system of internal controls. Failure to
successfully manage these risks in the development and implementation of new lines of business or new products or services
could have a material adverse effect on the Corporation’s business, financial condition and results of operations.
Future growth or operating results may require the Corporation to raise additional capital but that capital may not be
available or it may be dilutive
The Corporation is required by federal and state regulatory authorities to maintain adequate levels of capital to support its
operations. To the extent the Corporation’s future operating results erode capital or the Corporation elects to expand through loan
growth or acquisition it may be required to raise capital. The Corporation’s ability to raise capital will depend on conditions in
the capital markets, which are outside of its control, and on the Corporation’s financial performance. Accordingly, the
Corporation cannot be assured of its ability to raise capital when needed or on favorable terms. If the Corporation cannot raise
additional capital when needed, it will be subject to increased regulatory supervision and the imposition of restrictions on its
growth and business. These could negatively impact the Corporation’s ability to operate or further expand its operations through
acquisitions or the establishment of additional branches and may result in increases in operating expenses and reductions in
revenues that could have a material adverse effect on its financial condition and results of operations.
The Corporation is subject to claims and litigation pertaining to Intellectual Property
Banking and other financial services companies, such as the Corporation, rely on technology companies to provide information
technology products and services necessary to support the Corporations’ day-to-day operations. Technology companies
frequently enter into litigation based on allegations of patent infringement or other violations of intellectual property rights. In
addition, patent holding companies seek to monetize patents they have purchased or otherwise obtained. Competitors of the
Corporation’s vendors, or other individuals or companies, have from time to time claimed to hold intellectual property sold to the
Corporation by its vendors. Such claims may increase in the future as the financial services sector becomes more reliant on
information technology vendors. The plaintiffs in these actions frequently seek injunctions and substantial damages.
Regardless of the scope or validity of such patents or other intellectual property rights, or the merits of any claims by potential or
actual litigants, the Corporation may have to engage in protracted litigation. Such litigation is often expensive, time-consuming,
disruptive to the Corporation’s operations, and distracting to management. If the Corporation is found to infringe upon one or
more patents or other intellectual property rights, it may be required to pay substantial damages or royalties to a third-party. In
certain cases, the Corporation may consider entering into licensing agreements for disputed intellectual property, although no
assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur. These licenses
may also significantly increase the Corporation’s operating expenses. If legal matters related to intellectual property claims were
resolved against the Corporation or settled, the Corporation could be required to make payments in amounts that could have a
material adverse effect on its business, financial condition and results of operations.
The value of the Corporation’s goodwill and other intangible assets may decline in the future
As of December 31, 2015, the Corporation had $42.7 million of goodwill and other intangible assets. A significant decline in the
Corporation’s expected future cash flows, a significant adverse change in the business climate, slower growth rates or a
significant and sustained decline in the price of the Corporation’s common stock may necessitate taking charges in the future
related to the impairment of the Corporation’s goodwill and other intangible assets. If the Corporation were to conclude that a
future write-down of goodwill and other intangible assets is necessary, the Corporation would record the appropriate charge,
which could have a material adverse effect on the Corporation’s business, financial condition and results of operations.
19
The Corporation’s operations rely on certain external vendors
The Corporation relies on certain external vendors to provide products and services necessary to maintain day-to-day operations
of the Corporation. Accordingly, the Corporation’s operations are exposed to risk that these vendors will not perform in
accordance with the contracted arrangements under service level agreements. The failure of an external vendor to perform in
accordance with the contracted arrangements under service level agreements, because of changes in the vendor’s organizational
structure, financial condition, support for existing products and services or strategic focus or for any other reason, could be
disruptive to the Corporation’s operations, which could have a material adverse impact on the Corporation’s business and, in turn,
the Corporation’s financial condition and results of operations.
The Corporation may be adversely affected by the soundness of other financial institutions
Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. The Corporation
has exposure to many different industries and counterparties, and routinely executes transactions with counterparties in the
financial services industry, including commercial banks, brokers and dealers, investment banks, and other institutional clients.
Many of these transactions expose the Corporation to credit risk in the event of a default by a counterparty or client. In addition,
the Corporation’s credit risk may be exacerbated when the collateral held by the Corporation cannot be realized upon or is
liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due to the Corporation. Any such
losses could have a material adverse effect on the Corporation’s business, financial condition and results of operations.
The Corporation relies on dividends from its subsidiaries for most of its revenue
The Corporation is a separate and distinct legal entity from its subsidiaries. It receives substantially all of its revenue from
dividends from its subsidiaries. These dividends are the principal source of funds to pay dividends on the Corporation’s common
stock and interest and principal on the Corporation’s debt. Various federal and state laws and regulations limit the amount of
dividends that the Bank and Morris Plan may pay to the Corporation. Also, the Corporation’s right to participate in a distribution
of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In the event
the Bank is unable to pay dividends to the Corporation, the Corporation may not be able to service debt, pay obligations or pay
dividends on the Corporation’s common stock. The inability to receive dividends from the Bank could have a material adverse
effect on the Corporation’s business, financial condition and results of operations.
Risks Related to the Corporation’s Common Stock
The Corporation may not be able to pay dividends in the future in accordance with past practice
The Corporation has historically paid a semi-annual dividend to common stockholders. The payment of dividends is subject to
legal and regulatory restrictions. Any payment of dividends in the future will depend, in large part, on the Corporation’s
earnings, capital requirements, financial condition and other factors considered relevant by the Corporation’s Board of Directors.
The price of the Corporation’s common stock may be volatile, which may result in losses for investors
General market price declines or market volatility in the future could adversely affect the price of the Corporation’s common
stock. In addition, the following factors may cause the market price for shares of the Corporation’s common stock to fluctuate:
•
•
•
•
•
•
•
announcements of developments related to the Corporation’s business;
fluctuations in the Corporation’s results of operations;
sales or purchases of substantial amounts of the Corporation’s securities in the marketplace;
general conditions in the Corporation’s banking niche or the worldwide economy;
a shortfall or excess in revenues or earnings compared to securities analysts’ expectations;
changes in analysts’ recommendations or projections; and
the Corporation’s announcement of new acquisitions or other projects.
An investment in the Corporation’s common stock is not an insured deposit
20
The Corporation’s common stock is not a bank deposit and, therefore, is not insured against loss by the Federal Deposit
Insurance Corporation (FDIC), any other deposit insurance fund or by any other public or private entity. Investment in the
Corporation’s common stock is inherently risky for the reasons described in this “Risk Factors” section and elsewhere in this
report and is subject to the same market forces that affect the price of common stock in any company. As a result, if you acquire
the Corporation’s common stock, you could lose some or all of your investment.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
The Corporation is located in a four-story office building in downtown Terre Haute, Indiana that was first occupied in June
1988. It is leased to the Bank. The Bank also owns two other facilities in downtown Terre Haute. One is available for lease and the
other is a 50,000-square-foot building housing operations and administrative staff and equipment. In addition, the Bank holds in fee
six other branch buildings. One of the branch buildings is a single-story 36,000-square-foot building which is located in a Terre
Haute suburban area. Four other branch bank buildings are leased by the Bank. The expiration dates on the leases are May 31, 2016,
February 14, 2021, May 31, 2017, and December 31, 2019.
Facilities of the Corporation’s banking center in Daviess County include an office in Washington, Indiana. This building is
held in fee.
Facilities of the Corporation’s banking centers in Clay County include two offices in Brazil, Indiana and an office in Clay
City, Indiana. All three buildings are held in fee.
Facilities of the Corporation’s banking centers in Vermillion County include two offices in Clinton, Indiana and offices in
Cayuga and Newport, Indiana. All four buildings are held in fee.
Facilities of the Corporation’s banking centers in Sullivan County include offices in Sullivan, Dugger, Farmersburg and
Hymera, Indiana. All four buildings are held in fee.
Facilities of the Corporation’s banking center in Gibson County include an office in Princeton, Indiana. This building is
held in fee.
Facilities of the Corporation’s banking center in Greene County include an office in Worthington, Indiana. This building is
held in fee.
Facilities of the Corporation’s banking centers in Knox County include offices in Sandborn and two in Vincennes, Indiana.
All three buildings are held in fee.
Facilities of the Corporation’s banking centers in Parke County include two offices in Rockville, Indiana and offices in
Marshall and Montezuma, Indiana. All four buildings are held in fee.
Facilities of the Corporation’s banking center in Putnam County include an office in Greencastle, Indiana. This building is
held in fee.
Facilities of the Corporation’s banking center in Vanderburgh County include an office in Evansville, Indiana. This
building is held in fee.
Facilities of the Corporation’s banking centers in Crawford County include its main office and a drive-up facility in
Robinson, Illinois. Both buildings are held in fee.
Facilities of the Corporation’s banking centers in Franklin County include an office in Benton, Illinois and an office in
West Frankfort, Illinois. Both buildings are held in fee.
Facilities of the Corporation’s banking centers in Jefferson County include an office and a drive-up facility in Mt. Vernon,
Illinois. Both buildings are held in fee.
Facilities of the Corporation’s banking center in Lawrence County include an office in Lawrenceville, Illinois. This
building is held in fee.
21
Facilities of the Corporation’s banking centers in Livingston include two offices in Pontiac, Illinois. Both buildings are
held in fee.
Facilities of the Corporation’s banking centers in Marion County include an office and a drive-up facility in Salem, Illinois.
Both buildings are held in fee.
Facilities of the Corporation’s banking center in McLean County include two offices in Bloomington, Illinois, and an
office in Gridley, Illinois. A banking center in Bloomington is leased and the lease expires on June 30, 2021. The other
buildings are held in fee.
Facilities of the Corporation’s banking center in Montgomery County include an office in Hillsboro, Illinois. This building
is held in fee. The Corporation entered into an agreement to sell this office to First Community Bank of Hillsboro, Hillsboro,
Illinois, on February 4, 2016.
Facilities of the Corporation’s banking center in Wayne County include an office in Fairfield, Illinois. This building is held
in fee.
Facilities of the Corporation’s banking center in Jasper County include an office in Newton, Illinois. This building is held
in fee.
Facilities of the Corporation’s banking centers in Coles County include two offices in Charleston, Illinois and an office in
Mattoon, Illinois. These buildings are held in fee.
Facilities of the Corporation’s banking center in Clark County include an office in Marshall, Illinois. This building is held
in fee.
Facilities of the Corporation’s banking center in Champaign County include two offices in Champaign, Illinois, an office in
Mahomet, Illinois, and two offices in Urbana, Illinois. One of the banking centers in Champaign is held in fee while the land is
leased. The land lease expires September 6, 2036. One of the banking centers in Champaign is leased and the lease expires on
December 31, 2017. The banking center in Mahomet is leased and the lease expires on June 4, 2019. One of the banking
centers in Urbana is held in fee while the other banking center in Urbana is held in fee while the land is leased and the lease
expires on November 30, 2017.
Facilities of the Corporation’s banking center in Vermilion County include four offices in Danville, Illinois, an office in
Westville, Illinois, and an office in Ridge Farm, Illinois. One of the buildings in Danville is leased and the lease expires on
December 31, 2018 and the other five buildings are held in fee.
Facilities of the Corporation’s banking centers in Richland County include two offices in Olney, Illinois. One building is
held in fee and the other building is leased. The expiration date on the lease is April 30, 2020.
The facility of the Corporation’s subsidiary, The Morris Plan Company, includes an office facility in Terre Haute, Indiana.
The building is leased by The Morris Plan Company. The expiration date on the lease is October 31, 2020.
Facilities of the Corporation’s subsidiary, Forrest Sherer, Inc., include its main office and one satellite office in Terre
Haute, Indiana. The buildings are held in fee by Forrest Sherer, Inc.
Facilities of the Corporation’s subsidiary, FFB Risk Management Co., Inc., include an office facility in Las Vegas, Nevada.
This office facility is leased.
ITEM 3.
LEGAL PROCEEDINGS
(a) There are no material pending legal proceedings to which the Corporation or its subsidiaries is a party or of which any
of their property is the subject, other than ordinary routine litigation incidental to its business.
(b) Not applicable.
22
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES.
MARKET AND DIVIDEND INFORMATION
(a) As of March 1, 2016 shareholders owned 12,656,606 shares of the Corporation's common stock. The stock is traded on the
NASDAQ Global Select Market under the symbol “THFF”. On March 1, 2016, approximately 4,515 shareholders of record held our
common stock.
Historically, the Corporation has paid cash dividends semi-annually and currently expects that comparable cash dividends will
continue to be paid in the future. The following table gives quarterly high and low trade prices and dividends per share during each
quarter for 2015 and 2014.
Quarter ended
2015
2014
Trade Price
High
Low
Cash
Dividends
Declared
Trade Price
High
Low
Cash
Dividends
Declared
March 31 $
June 30 $
September 30 $
December 31 $
35.99 $
36.39 $
35.83 $
37.49 $
32.41
33.38 $
32.00
32.19 $
$
0.49 $
$
0.49 $
35.18 $
33.97 $
33.32 $
35.91 $
30.60
31.31 $
30.57
30.99 $
0.49
0.49
23
The graph below represents the five-year total return of the Corporation’s stock. The five year total return for our stock during
this time was 10.72%. During this same period, the return on The Russell 2000 Index was 55.18% and the SNL Index of Banks
$1 - $5 Billion had a return of 91.39%.
Period Ending
Index
First Financial Corporation
12/31/2010
100.00
12/31/2011
97.56
12/31/2012
91.63
Russell 2000
SNL Bank $1B-$5B
(b) Not applicable.
100.00
100.00
95.82
91.20
111.49
112.45
12/31/2013
112.54
154.78
163.52
12/31/2014
112.83
12/31/2015
110.72
162.35
170.98
155.18
191.39
(c) The Corporation periodically acquires shares of its common stock directly from shareholders in individually negotiated
transactions. On August 25, 2014 First Financial Corporation issued a press release announcing that it's Board of Directors has
authorized a stock repurchase program pursuant to which up to 5% of the Corporation's outstanding shares of common stock, or
667,700 shares may be repurchased. There were 257,989 purchases of common stock by the Corporation during the year ended
December 31, 2015. The Corporation contributed 36,149 shares of treasury stock to the ESOP in November of 2015. There
were no shares of common stock purchased by the Corporation during the fourth quarter of the fiscal year covered by this
report.
24
ITEM 6.
SELECTED FINANCIAL DATA
FIVE YEAR COMPARISON OF SELECTED FINANCIAL DATA
2015
2014
2013
2012
2011
3,018,718 $
914,560
1,791,428
2,458,791
117,880
386,195
116,221
8,961
107,260
7,860
40,455
94,554
31,534
2.37
0.96
1.06%
8.35
13.45
12.69
40.58
2,895,408
691,000
1,851,936
2,276,134
160,256
372,122
122,305
13,393
108,912
8,773
39,547
93,056
32,812
2.48
0.95
1.13%
9.02
13.25
12.55
38.40
$
2,954,061
666,287
1,893,679
2,274,499
246,449
346,961
116,341
17,147
99,194
5,755
33,340
75,187
37,195
2.83
0.94
1.49%
10.88
14.57
13.68
33.29
(Dollar amounts in thousands, except per share amounts)
BALANCE SHEET DATA
Total assets
$
Securities
Loans, net of unearned fees
Deposits
Borrowings
Shareholders’ equity
INCOME STATEMENT DATA
Interest income
Interest expense
Net interest income
Provision for loan losses
Other income
Other expenses
Net income
PER SHARE DATA:
Net Income
Cash dividends
2,979,585
$
3,002,485
$
891,082
1,763,808
2,442,369
46,508
410,316
108,676
4,169
104,507
4,700
39,179
98,398
30,196
2.35
0.98
897,053
1,781,428
2,457,197
60,901
394,214
113,358
5,526
107,832
5,072
40,785
95,584
33,772
2.55
0.98
PERFORMANCE RATIOS:
Net income to average assets
Net income to average shareholders’ equity
Average total capital to average assets
Average shareholders’ equity to average assets
Dividend payout
1.01%
1.12%
7.46
14.26
13.60
41.51
8.37
13.99
13.36
38.16
25
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Management's Discussion and Analysis of Financial Condition and Results of Operations, as well as disclosures found
elsewhere in this report are based upon First Financial Corporation's consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of America. The preparation of these financial
statements requires the Corporation to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues,
and expenses. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of
the allowance for loan losses, securities valuation and goodwill. Actual results could differ from those estimates.
Allowance for loan losses. The allowance for loan losses represents management's estimate of probable incurred losses in the
existing loan portfolio. The allowance for loan losses is increased by the provision for loan losses charged to expense and reduced
by loans charged off, net of recoveries. The allowance for loan losses is determined based on management's assessment of several
factors: reviews and evaluations of specific loans, changes in the nature and volume of the loan portfolio, current economic and
nonperforming loans. Loans are considered impaired if, based on current information and events, it is probable that the Corporation
will be unable to collect the scheduled payments of principal or interest according to the contractual terms of the loan agreement.
When a loan is deemed impaired, impairment is measured by using the fair value of underlying collateral, for loans deemed to be
collateral dependent, the present value of the future cash flows discounted at the effective interest rate stipulated in the loan
agreement, or the estimated market value of the loan. In measuring the fair value of the collateral, management uses assumptions
(e.g., discount rate) and methodologies (e.g., comparison to the recent selling price of similar assets) consistent with those that
would be utilized by unrelated third parties.
Changes in the financial condition of individual borrowers, economic conditions, historical loss experience, or the condition of the
various markets in which collateral may be sold may affect the required level of the allowance for loan losses and the associated
provision for loan losses. Should cash flow assumptions or market conditions change, a different amount may be recorded for the
allowance for loan losses and the associated provision for loan losses.
Securities valuation and potential impairment. Securities available-for-sale are carried at fair value, with unrealized holding gains
and losses reported separately in accumulated other comprehensive income (loss), net of tax. The Corporation obtains market values
from a third party on a monthly basis in order to adjust the securities to fair value. Equity securities that do not have readily
determinable fair values are carried at cost. Additionally, all securities are required to be evaluated for other than temporary
impairment (OTTI). In determining whether a fair value decline is other than temporary, 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 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.
Changes in credit ratings, financial condition of underlying debtors, default experience and market liquidity affect the conclusions
on whether securities are other-than-temporarily impaired. Additional losses may be recorded through earnings for other than
temporary impairment, should there be an adverse change in the expected cash flows for these investments.
Goodwill. The carrying value of goodwill requires management to use estimates and assumptions about the fair value of the
reporting unit compared to its book value. An impairment analysis is prepared on an annual basis. Fair values of the reporting units
are determined by an analysis which considers cash flows streams, profitability and estimated market values of the reporting unit.
The majority of the Corporation's goodwill is recorded at First Financial Bank, N. A.
Management believes the accounting estimates related to the allowance for loan losses, valuation of investment securities and the
valuation of goodwill are "critical accounting estimates" because: (1) the estimates are highly susceptible to change from period to
period because they require management to make assumptions concerning, among other factors, the changes in the types and
volumes of the portfolios, valuation assumptions, and economic conditions, and (2) the impact of recognizing an impairment or loan
loss could have a material effect on the Corporation's assets reported on the balance sheet as well as net income.
26
RESULTS OF OPERATIONS - SUMMARY FOR 2015
COMPARISON OF 2015 TO 2014
Net income for 2015 was $30.2 million, or $2.35 per share. This represents a 10.6% decrease in net income and a 7.8% decrease in
earnings per share, compared to 2014. Return on assets at December 31, 2015 decreased 9.8% to 1.01% compared to 1.12% at
December 31, 2014.
The primary components of income and expense affecting net income are discussed in the following analysis.
NET INTEREST INCOME
The principal source of the Corporation's earnings is net interest income, which represents the difference between interest earned on
loans and investments and the interest cost associated with deposits and other sources of funding. Net interest income decreased in
2015 to $104.5 million compared to $107.8 million in 2014. Total average interest earning assets decreased to $2.74 billion in 2015
from $2.79 billion in 2014. The tax-equivalent yield on these assets decreased to 4.19% in 2015 from 4.28% in 2014. Total average
interest-bearing liabilities decreased to $1.949 billion in 2015 from $2.035 billion in 2014. The average cost of these interest-bearing
liabilities decreased to 0.21% in 2015 from 0.27% in 2014.
The net interest margin decreased from 4.08% in 2014 to 4.04% in 2015. This decrease is primarily the result of the decreased
income provided by earning assets. Earning asset yields decreased 9 basis points while the rate on interest-bearing liabilities
decreased by 6 basis points.
27
CONSOLIDATED BALANCE SHEET - AVERAGE BALANCES AND INTEREST RATES
(Dollar amounts in thousands)
Average
Balance
Interest
Yield/
Rate
Average
Balance
2015
December 31,
2014
Interest
2013
Yield/
Rate
Average
Balance
Interest
Yield/
Rate
ASSETS
Interest-earning assets:
Loans (1) (2)
Taxable investment securities
Tax-exempt investments (2)
Federal funds sold
Total interest-earning assets
Non-interest earning assets:
Cash and due from banks
Premises and equipment, net
Other assets
Less allowance for loan losses
TOTALS
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Transaction accounts
Time deposits
Short-term borrowings
Other borrowings
Total interest-bearing liabilities:
Non interest-bearing liabilities:
Demand deposits
Other
Shareholders' equity
TOTALS
Net interest earnings
Net yield on interest- earning
assets
$ 1,761,888
705,118
259,191
18,272
2,744,469
73,066
50,877
128,177
(19,658)
$ 2,976,931
$ 1,463,662
437,961
32,644
14,463
1,948,730
544,708
78,648
2,572,086
404,845
$ 2,976,931
85,529
15,814
13,518
52
4.85% $ 1,795,235
2.24%
5.22%
0.28%
737,566
249,040
11,583
89,011
17,015
13,506
34
114,913
4.19% 2,793,424
119,566
4.96% $ 1,807,599
641,383
2.31%
242,484
42,460
0.29%
4.28% 2,733,926
5.42%
92,207
16,157
13,523
32
121,919
5.10%
2.52%
5.58%
0.08%
4.46%
69,522
51,929
124,402
(19,209)
$ 3,020,068
75,945
48,625
140,227
(22,623)
$ 2,976,100
1,429
2,505
70
165
0.10% $ 1,415,431
0.57%
0.21%
1.14%
519,166
45,743
54,769
1,340
3,284
99
803
4,169
0.21% 2,035,109
5,526
0.09% $ 1,321,848
579,815
0.63%
37,968
105,161
1.47%
0.27% 2,044,792
0.22%
1,374
4,512
78
2,997
8,961
0.10%
0.78%
0.21%
2.85%
0.44%
526,656
54,890
2,616,655
403,413
$ 3,020,068
479,659
73,963
2,598,414
377,686
$ 2,976,100
$ 110,744
$ 114,040
$ 112,958
4.04%
4.08%
4.13%
(1)For purposes of these computations, non-accruing loans are included in the daily average loan amounts outstanding.
(2)Interest income includes the effect of tax equivalent adjustments using a federal tax rate of 35%.
28
The following table sets forth the components of net interest income due to changes in volume and rate. The table information
compares 2015 to 2014 and 2014 to 2013.
(Dollar amounts in thousands)
Volume
Rate
Volume/
Rate
Total
Volume
Rate
Volume/
Rate
Total
2015 Compared to 2014 Increase
(Decrease) Due to
2014 Compared to 2013 Increase
(Decrease) Due to
Interest earned on interest-earning assets:
Loans (1) (2)
Taxable investment securities
Tax-exempt investment securities (2)
Federal funds sold
Total interest income
Interest paid on interest-bearing liabilities:
Transaction accounts
Time deposits
Short-term borrowings
Other borrowings
Total interest expense
Net interest income
$
$
$
(1,653) $
(1,864) $
35 $
(3,482) $
(631) $
(749)
551
20
(1,831) $
46
(514)
(28)
(591)
(1,087)
(473)
(517)
(1)
21
(22)
(1)
(1,201)
2,423
12
18
366
(23)
(2,855) $
33 $
(4,653) $
2,135 $
42
(316)
(1)
(178)
(453)
1
51
—
131
183
89
(779)
(29)
(638)
(1,357)
97
(472)
16
(1,436)
(1,795)
(744) $
(2,402) $
(150) $
(3,296) $
3,930 $
(2,584) $
(1,361)
(372)
93
(4,224) $
(123)
(843)
4
(1,455)
(2,417)
(1,807) $
18 $
(3,197)
(204)
(10)
(67)
858
(16)
3
(263) $
(2,352)
(9)
88
1
697
777
(35)
(1,227)
21
(2,194)
(3,435)
(1,040) $
1,083
(1)For purposes of these computations, non-accruing loans are included in the daily average loan amounts outstanding.
(2)Interest income includes the effect of tax equivalent adjustments using a federal tax rate of 35%.
PROVISION FOR LOAN LOSSES
The provision for loan losses charged to expense is based upon credit loss experience and the results of a detailed analysis
estimating an appropriate and adequate allowance for loan losses. The analysis includes the evaluation of impaired loans as
prescribed under Accounting Standards Codification (ASC-310), pooled loans as prescribed under ASC 450-10, and economic and
other risk factors as outlined in various Joint Interagency Statements issued by the bank regulatory agencies. For the year ended
December 31, 2015, the provision for loan losses was $4.7 million, a decrease of $372 thousand, or 7.3%, compared to 2014.
Net charge-offs for 2015 were $3.6 million as compared to $5.6 million for 2014 and $8.4 million for 2013. Non-accrual loans
decreased to $14.6 million at December 31, 2015 from $15.0 million at December 31, 2014. Loans past due 90 days and still on
accrual increased to $964 thousand compared to $780 thousand at December 31, 2014.
NON-INTEREST INCOME
Non-interest income of $39.2 million decreased $1.6 million from the $40.8 million earned in 2014. Increased income from
interchange income and sale of mortgages partially offset the reduced investment service income and income from the Corporation's
insurance agency for 2015.
NON-INTEREST EXPENSES
Non-interest expenses increased to $98.4 million for 2015 from $95.6 million for 2014. Employee fringe benefits increased $4.3
million while most other expenses decreased. Employee benefits increased $4.3 million due to the lower discount rate and the use of
the updated mortality table. The pension plan was frozen for the majority of employees as of December 31, 2012. Occupancy
expenses decreased $240 thousand and equipment expense decreased $278 thousand for the year ended 2015.
INCOME TAXES
The Corporation's federal income tax provision was $10.4 million in 2015 compared to $14.2 million in 2014. The overall effective
tax rate in 2015 of 25.6% decreased as compared to a 2014 effective rate of 29.6%, principally due to lower income before income
taxes with a similar level of non-taxable earnings as 2014.
.
29
COMPARISON OF 2014 TO 2013
Net income for 2014 was $33.8 million or $2.55 per share compared to $31.5 million in 2013 or $2.37 per share. This increase in net
income was driven by the reduced provision for loan losses of $2.8 million partially offset by a lower net interest margin of 5 basis
points from 4.13% to 4.08%.
Net interest income increased $572 thousand in 2014 compared to 2013 as total average interest-earning assets increased. The
provision for loan losses decreased $2.8 million from $7.9 million in 2013 to $5.1 million in 2014. Non-interest expenses increased
$1.0 million while non-interest income increased $300 thousand. The increase in non-interest income resulted primarily from
electronic banking fees and deposit fees. The increase in non-interest expense was primarily occupancy and equipment costs.
The provision for income taxes increased $422 thousand from 2013 to 2014 and the effective tax rate decreased 81 basis points, or
2.7% in 2014 from 2013.
COMPARISON AND DISCUSSION OF 2015 BALANCE SHEET TO 2014
The Corporation's total assets decreased 0.8% or $23.0 million at December 31, 2015, from a year earlier. Available-for-sale
securities decreased $6.0 million at December 31, 2015, from the previous year. Loans, net of deferred fees and costs, decreased by
$17.6 million to $1.76 billion. Deposits decreased $14.8 million while borrowings decreased by $14.4 million. Total shareholders'
equity increased $16.1 million to $410.3 million at December 31, 2015. Net income was partially offset by dividends. There were
also 36,149 shares from the treasury with a value of $1.30 million that were contributed to the ESOP plan in 2015 compared to
36,368 shares with a value of $1.25 million in 2014.
Following is an analysis of the components of the Corporation's balance sheet.
SECURITIES
The Corporation's investment strategy seeks to maximize income from the investment portfolio while using it as a risk management
tool and ensuring safety of principal and capital. During 2015 the portfolio's balance decreased by 0.7%. The average life of the
portfolio increased from 4.2 years in 2014 to 4.5 years in 2015. The portfolio structure will continue to provide cash flows to be
reinvested during 2016.
(Dollar amounts in thousands)
U.S. government sponsored
entity mortgage-backed
securities and agencies (1)
Collateralized mortgage
obligations (1)
1 year and less
1 to 5 years
5 to 10 years
Over 10 Years
Balance
Rate
Balance
Rate
Balance
Rate
Balance
Rate
2015
Total
$
5
—
7.90% $
15,267
4.85% $
56,178
5.72% $ 152,416
5.08% $ 223,866
—%
2,973
5.49%
582
5.57%
434,079
2.38%
437,634
States and political
subdivisions
Corporate obligations
4,649
—
4,654
(1) Distribution of maturities is based on the estimated life of the asset.
3.67%
—%
3.67% $
TOTAL
57,884
76,124
3.66%
—%
$
—
98,926
—
3.97% $ 155,686
3.50%
53,248
14,875
—%
4.31% $ 654,618
3.34%
214,707
—%
14,875
3.03% $ 891,082
(Dollar amounts in thousands)
U.S. government sponsored
entity mortgage-backed
securities and agencies (1)
Collateralized mortgage
obligations (1)
1 year and less
1 to 5 years
5 to 10 years
Over 10 Years
Balance
Rate
Balance
Rate
Balance
Rate
Balance
Rate
2014
Total
$
18
24
3.70% $
13,092
5.28% $
29,790
5.25% $ 146,520
5.61% $ 189,420
4.99%
1,813
5.04%
3,919
4.89%
478,899
2.40%
484,655
States and political
subdivisions
Corporate obligations
7,700
—
7,742
(1) Distribution of maturities is based on the estimated life of the asset.
4.22%
—%
4.22%
TOTAL
38,891
53,796
4.04%
3.58%
—%
—
90,909
—
124,618
3.53%
—%
3.98%
70,175
15,303
710,897
3.60%
207,675
—%
15,303
3.13%
897,053
30
LOAN PORTFOLIO
Loans outstanding by major category as of December 31 for each of the last five years and the maturities at year end 2015 are
set forth in the following analyses.
(Dollar amounts in thousands)
Loan Category
Commercial
Residential
Consumer
TOTAL
2015
2014
2013
2012
2011
$
$
1,043,980 $
444,447
272,896
1,761,323 $
1,044,522 $
469,172
266,656
1,780,350 $
1,042,138 $ 1,088,144 $
482,377
268,033
496,237
268,507
1,792,548 $ 1,852,888 $
1,099,324
505,600
289,717
1,894,641
(Dollar amounts in thousands)
MATURITY DISTRIBUTION
Commercial, financial and agricultural
TOTAL
Residential
Consumer
TOTAL
Loans maturing after one year with:
Fixed interest rates
Variable interest rates
TOTAL
ALLOWANCE FOR LOAN LOSSES
Within
One Year
After One
But Within
Five Years
After Five
Years
Total
$
374,204 $
526,844 $
142,932 $
1,043,980
444,447
272,896
1,761,323
$
$
$
173,305 $
353,539
526,844 $
137,303
5,629
142,932
The activity in the Corporation's allowance for loan losses is shown in the following analysis:
(Dollar amounts in thousands)
Amount of loans outstanding at December 31, $ 1,761,323
2015
$ 1,780,350
Average amount of loans by year
$ 1,761,888
$ 1,795,235
2014
2013
2012
2011
$ 1,792,548 $ 1,852,888
$ 1,807,599 $ 1,863,014
$ 1,894,641
$ 1,637,471
Allowance for loan losses at beginning of year $
Loans charged off:
Commercial
Residential
Consumer
Total loans charged off
Recoveries of loans previously charged off:
Commercial
Residential
Consumer
Total recoveries
Net loans charged off
Provision charged to expense *
Balance at end of year
$
Ratio of net charge-offs during period to
average loans outstanding
18,839
$
20,068
$
21,958 $
19,241
$
22,336
2,852
866
4,810
8,528
2,429
452
2,054
4,935
3,593
4,700
19,946
$
3,522
1,143
4,785
9,450
934
798
2,104
3,836
5,614
4,385
18,839
$
4,830
4,942
3,615
13,387
3,149
472
1,401
5,022
8,365
6,475
20,068 $
4,176
2,598
3,640
10,414
644
100
1,387
2,131
8,283
11,000
21,958
$
5,336
2,811
2,969
11,116
938
95
1,108
2,141
8,975
5,880
19,241
0.20%
0.31%
0.46%
0.44%
0.55%
31
* In 2014 and 2013 the provision charged to expense was increased by $687 thousand and $1.4 million, respectively for the
decrease to the FDIC indemnification asset. In 2012, and 2011 the provision was reduced with a corresponding increase in the
FDIC indemnification asset by $2.2 million and $125 thousand, respectively.
The allowance is maintained at an amount management believes sufficient to absorb probable incurred losses in the loan portfolio.
Monitoring loan quality and maintaining an adequate allowance is an ongoing process overseen by senior management and the loan
review function. On at least a quarterly basis, a formal analysis of the adequacy of the allowance is prepared and reviewed by
management and the Board of Directors. This analysis serves as a point in time assessment of the level of the allowance and serves
as a basis for provisions for loan losses. The loan quality monitoring process includes assigning loan grades and the use of a watch
list to identify loans of concern.
Included in the $1.8 billion of loans outstanding at December 31, 2015 are $6.5 million of covered loans, those loans acquired with
the purchase of the First National Bank of Danville from the FDIC that are covered by the loss sharing agreement.
Also included are loans acquired on December 30, 2011 in the Freestar acquisition. The acquired portfolio includes purchased credit
impaired loans with a contractual balance due of $5.4 million and a carrying value of $5.0 million.
The analysis of the allowance for loan losses includes the allocation of specific amounts of the allowance to individual impaired
loans, generally based on an analysis of the collateral securing those loans. Portions of the allowance are also allocated to loan
portfolios, based upon a variety of factors including historical loss experience, trends in the type and volume of the loan portfolios,
trends in delinquent and non-performing loans, and economic trends affecting our market. These components are added together and
compared to the balance of our allowance at the evaluation date. The allowance for loan losses as a percentage of total loans
increased to 1.13% at year end 2015 compared to 1.05% at year end 2014. The Corporation’s unallocated allowance position of $1.7
million at December 31, 2015 has decreased from $2.2 million at December 31, 2014 and decreased from $2.4 million at
December 31, 2013. The calculation of historical losses used in the allowance computation averages the net charge off activity and
qualitative factors supplement historical losses and consider internal and external factors that influence management's expectations
of loss in the portfolio and the unallocated portion of the allowance reflects management's uncertainty about whether the more
modest levels of net charge offs in the recent years, particularly in the commercial segment of the portfolio, are sustainable and
representative of the risk in the loan portfolio. Non-performing loans of $25.5 million at December 31, 2015 decreased from $30.6
million at December 31, 2014 due in large part to the resolution of certain larger commercial credits, and net charge-offs declined to
$3.6 million in 2015 compared to $5.6 million in 2014. Management believes the allowance for loan losses balance at year end
2015, including the unallocated portion, is reasonable based on their analysis of specific loans and the credit trends reflected within
the loan portfolio. The table below presents the allocation of the allowance to the loan portfolios at year-end.
(Dollar amounts in thousands)
Commercial
Residential
Consumer
Unallocated
TOTAL ALLOWANCE FOR LOAN LOSSES
2015
11,482 $
1,834
4,945
1,685
19,946 $
$
$
NONPERFORMING LOANS
Years Ended December 31,
2013
2014
2012
10,915 $
1,374
4,370
2,180
18,839 $
12,450 $
1,585
3,650
2,383
20,068 $
10,987 $
5,426
3,879
1,666
21,958 $
2011
12,119
2,728
3,889
505
19,241
Management monitors the components and status of nonperforming loans as a part of the evaluation procedures used in determining
the adequacy of the allowance for loan losses. It is the Corporation's policy to discontinue the accrual of interest on loans where, in
management's opinion, serious doubt exists as to collectability. The amounts shown below represent non-accrual loans, loans which
have been restructured to provide for a reduction or deferral of interest or principal because of deterioration in the financial
condition of the borrower and those loans which are past due more than 90 days where the Corporation continues to accrue interest.
Non-accrual restructured loans decreased in 2014 primarily due to the sale in 2014 of two large commercial credits and in 2013 of
one large commercial credit. Restructured loans declined in 2015 as there was a lower dollar amount of loans added and there was
one large commercial credit that was paid off. Additional information regarding restructured loans is available in the footnotes to the
financial statements.
32
(Dollar amounts in thousands)
Non-accrual loans
Accruing restructured loans
Non-accrual restructured loans
Accruing loans past due over 90 days
2015
2014
2013
2012
2011
$
$
14,634 $
4,851
5,009
964
25,458 $
15,034 $
4,616
10,142
780
30,572 $
19,779 $
4,199
13,102
2,073
39,153 $
36,794 $
3,831
17,454
3,362
61,441 $
38,102
3,356
13,981
2,047
57,486
The ratio of the allowance for loan losses as a percentage of nonperforming loans was 78% at December 31, 2015, compared to 62%
in 2014. The ratio of nonperforming loans excluding covered loans was 80% at December 31, 2015 and 62% at December 31, 2014.
There were no covered loans included in restructured loans in 2015 and 2014. In the footnotes to the financial statements the amount
reported for nonperforming loans is the recorded investment which includes accrued interest receivable. The following loan
categories comprise significant components of the nonperforming loans at December 31, 2015 and 2014:
(Dollar amounts in thousands)
Non-accrual loans:
Commercial loans
Residential loans
Consumer loans
Past due 90 days or more:
Commercial loans
Residential loans
Consumer loans
(Dollar amounts in thousands)
Non-accrual loans:
Commercial loans
Residential loans
Consumer loans
Past due 90 days or more:
Commercial loans
Residential loans
Consumer loans
2015
2014
8,146
5,481
1,007
14,634
—
820
144
964
56% $
37%
7%
100% $
—% $
85%
15%
100% $
9,212
4,651
1,171
15,034
—
624
156
780
Covered Loans (also included above)
2015
2014
23
220
—
243
—
184
—
184
9% $
91%
—%
100% $
—% $
100%
—%
100% $
35
239
—
274
—
37
—
37
61%
31%
8%
100%
—%
80%
20%
100%
13%
87%
—%
100%
—%
100%
—%
100%
$
$
$
$
$
$
$
$
Management considers the present allowance to be appropriate and adequate to cover probable incurred losses inherent in the loan
portfolio based on the current economic environment. However, future economic changes cannot be predicted. Deteriorating
economic conditions could result in an increase in the risk characteristics of the loan portfolio and an increase in the potential for
loan losses.
33
DEPOSITS
The information below presents the average amount of deposits and rates paid on those deposits for 2015, 2014 and 2013.
(Dollar amounts in thousands)
Amount
Rate
Amount
Rate
Amount
Rate
2015
2014
2013
Non-interest-bearing demand deposits $
Interest-bearing demand deposits
Savings deposits
Time deposits: $100,000 or more
Other time deposits
TOTAL
544,708
591,412
872,250
117,066
320,895
$ 2,446,331
0.12%
0.08%
0.59%
0.57%
$
526,656
567,267
848,164
142,153
377,013
$ 2,461,253
$
0.11%
0.08%
0.73%
0.59%
479,659
541,235
780,613
169,567
410,248
$ 2,381,322
0.12%
0.09%
0.90%
0.73%
The maturities of certificates of deposit of more than $100 thousand outstanding at December 31, 2015, are summarized as
follows:
(Dollar amounts in thousands)
3 months or less
Over 3 through 6 months
Over 6 through 12 months
Over 12 months
TOTAL
OTHER BORROWINGS
$
8,501
32,398
39,267
52,780
$ 132,946
Advances from the Federal Home Loan Bank decreased to $12.7 million in 2015 compared to $12.9 million in 2014. The
Asset/Liability Committee reviews these investments and funding sources and considers the related strategies on a monthly basis.
See Interest Rate Sensitivity and Liquidity below for more information.
CAPITAL RESOURCES
Bank regulatory agencies have established capital adequacy standards which are used extensively in their monitoring and control of
the industry. These standards relate capital to level of risk by assigning different weightings to assets and certain off-balance-sheet
activity. As shown in the footnote to the consolidated financial statements ("Regulatory Matters"), the Corporation's subsidiary
banking institutions capital exceeds the requirements to be considered well capitalized at December 31, 2015.
First Financial Corporation's objective continues to be to maintain adequate capital to merit the confidence of its customers and
shareholders. To warrant this confidence, the Corporation's management maintains a capital position which they believe is sufficient
to absorb unforeseen financial shocks without unnecessarily restricting dividends to its shareholders. The Corporation's dividend
payout ratio for 2015 and 2014 was 41.5% and 38.2%, respectively. The Corporation expects to continue its policy of paying regular
cash dividends, subject to future earnings and regulatory restrictions and capital requirements.
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 earnings simulation and market value of equity sensitivity analysis. These tools allow management
to quantify and monitor both short-and long-term exposure to interest rate risk. Simulation modeling measures the effects of changes
34
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 December 31, 2015. The change in interest rates assumes
a parallel shift in interest rates of 100 and 200 basis points. Given a 100 basis point increase in rates, net interest income would
increase 3.54% over the next 12 months and increase 7.09% over the following 12 months. Given a 100 basis point decrease in
rates, net interest income would decrease 0.45% over the next 12 months and decrease 1.93% over the following 12 months. These
estimates assume all rate changes occur overnight and management takes no action as a result of this change.
Basis Point
Interest Rate Change
Down 200
Down 100
Up 100
Up 200
Percentage Change in Net Interest Income
24 months
36 months
12 months
-0.66%
-0.45%
3.54%
2.15%
-3.02 %
-1.93 %
7.09 %
8.47 %
-5.10%
-3.24%
11.07%
16.14%
Typical rate shock analysis does not reflect management's ability to react and thereby reduce the effects of rate changes, and
represents a worst-case scenario.
Liquidity Risk Liquidity is measured by the bank's ability to raise funds to meet the obligations of its customers, including deposit
withdrawals and credit needs. This is accomplished primarily by maintaining sufficient liquid assets in the form of investment
securities and core deposits. The Corporation has $4.7 million of investments that mature throughout the coming 12 months. The
Corporation also anticipates $129.6 million of principal payments from mortgage-backed securities. Given the current rate
environment, the Corporation anticipates $27.4 million in securities to be called within the next 12 months.
The Corporation also has additional sources of liquidity available through secured and unsecured borrowing capacity. These include
upstream corresondents, the Federal Home Loan Bank and the Federal Reserve Bank.
CONTRACTUAL OBLIGATIONS, COMMITMENTS, CONTINGENT LIABILITIES AND OFF-BALANCE SHEET
ARRANGEMENTS
The Corporation has various financial obligations, including contractual obligations and commitments that may require future
cash payments.
Contractual Obligations: The following table presents, as of December 31, 2015, significant fixed and determinable
contractual obligations to third parties by payment date. Further discussion of the nature of each obligation is included in the
referenced note to the consolidated financial statements.
Payments Due in
(Dollar amounts in thousands)
Deposits without a stated maturity
Consumer certificates of deposit
Short-term borrowings
Other borrowings
Note
Reference
11
12
or less
$ 2,030,476 $
221,863
33,831
12,545
One year One year to
Three Years
Three to
Five Years
Over Five
— $
146,566
—
132
— $
42,958
—
Years
Total
— $ 2,030,476
411,893
506
33,831
—
12,677
—
The Corporation has obligations under its pension, supplemental executive retirement plan and post-retirement medical benefits plan
as described in Note 15 to the consolidated financial statements.
35
The Corporation has lease obligations on certain branch properties and equipment as described in Note 8 to the consolidated
financial statements.
Commitments: The following table details the amount and expected maturities of significant commitments as of December 31,
2015. Further discussion of these commitments is included in Note 14 to the consolidated financial statements.
(Dollar amounts in thousands)
Commitments to extend credit:
Unused loan commitments
Commercial letters of credit
Total
Amount
Committed
One year
or less
Over One
Year
$
364,756 $
7,195
184,765 $
5,489
179,991
1,706
Commitments to extend credit, including loan commitments, standby and commercial letters of credit do not necessarily represent
future cash requirements, in that these commitments often expire without being drawn upon.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Market Risk” on page 34 of this Form 10-K is incorporated herein by reference in response to this item.
36
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of First Financial Corporation (the "Corporation") has prepared and is responsible for the preparation and accuracy
of the consolidated financial statements and related financial information included in the Annual Report.
The management of the Corporation is responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Corporation's internal control
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The
Corporation's internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation; (ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the Corporation are being made only in
accordance with authorizations of management and directors of the Corporation; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the Corporation's assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the Corporation's system of internal control over financial reporting as of December 31, 2015, in relation to
criteria for effective internal control over financial reporting as described in "Internal Control—Integrated Framework," issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on this assessment, management
concluded that, as of December 31, 2015, its system of internal control over financial reporting is effective and meets the criteria of
the "Internal Control—Integrated Framework."
Crowe Horwath LLP, independent registered public accounting firm, has audited the Corporation's internal control over financial
reporting as of December 31, 2015 and has issued a report dated March 9, 2016.
37
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of First Financial Corporation:
We have audited the accompanying consolidated balance sheets of First Financial Corporation as of December 31, 2015 and 2014
and the related consolidated statements of income and comprehensive income, changes in shareholders' equity, and cash flows for
each of the three years in the period ended December 31, 2015. We also have audited First Financial Corporation's internal control
over financial reporting as of December 31, 2015, based on criteria established in 2013 in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). First Financial Corporation's
management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for
its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an
opinion on the company's internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement and whether effective internal control over financial reporting was maintained in all material
respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
First Financial Corporation as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States
of America. Also in our opinion First Financial Corporation maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2015, based on criteria established in 2013 in Internal Control —Integrated Framework
issued by the COSO.
Crowe Horwath LLP
Indianapolis, Indiana
March 9, 2016
38
December 31,
2015
2014
$
88,695 $
9,815
891,082
1,743,862
10,838
11,733
50,531
82,323
39,489
3,178
3,466
44,573
78,102
8,000
897,053
1,762,589
16,404
11,593
51,802
80,730
39,489
3,901
3,965
48,857
$ 2,979,585 $ 3,002,485
$
563,302 $
556,389
46,753
1,832,314
2,442,369
33,831
12,677
80,392
2,569,269
53,733
1,847,075
2,457,197
48,015
12,886
90,173
2,608,271
1,817
73,396
395,633
(9,401)
(51,129)
410,316
1,815
72,405
377,970
(14,529)
(43,447)
394,214
$ 2,979,585 $ 3,002,485
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except per share data)
ASSETS
Cash and due from banks
Federal funds sold
Securities available-for-sale
Loans, net of allowance of $19,946 in 2015 and $18,839 in 2014
Restricted Stock
Accrued interest receivable
Premises and equipment, net
Bank-owned life insurance
Goodwill
Other intangible assets
Other real estate owned
Other assets
TOTAL ASSETS
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest-bearing
Interest-bearing:
Certificates of deposit that meet or exceed the FDIC insurance limit
Other interest-bearing deposits
Short-term borrowings
Other borrowings
Other liabilities
TOTAL LIABILITIES
Shareholders’ equity
Common stock, $.125 stated value per share;
Authorized shares-40,000,000
Issued shares-14,557,815 in 2015 and 14,538,132 in 2014
Outstanding shares-12,740,018 in 2015 and 12,942,175 in 2014
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss)
Less: Treasury shares at cost-1,817,797 in 2015 and 1,595,957 in 2014
TOTAL SHAREHOLDERS’ EQUITY
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
See accompanying notes.
39
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Dollar amounts in thousands, except per share data)
INTEREST AND DIVIDEND INCOME:
Loans, including related fees
Securities:
Taxable
Tax-exempt
Other
TOTAL INTEREST AND DIVIDEND INCOME
INTEREST EXPENSE:
Deposits
Short-term borrowings
Other borrowings
TOTAL INTEREST EXPENSE
NET INTEREST INCOME
Provision for loan losses
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
NON-INTEREST INCOME:
Trust and financial services
Service charges and fees on deposit accounts
Other service charges and fees
Securities gain (loss), net
Insurance commissions
Gain on sale of mortgage loans
Other
TOTAL NON-INTEREST INCOME
NON-INTEREST EXPENSES:
Salaries and employee benefits
Occupancy expense
Equipment expense
Federal Deposit Insurance
Other
TOTAL NON-INTEREST EXPENSE
INCOME BEFORE INCOME TAXES
Provision for income taxes
NET INCOME
OTHER COMPREHENSIVE INCOME
Years Ended December 31,
2014
2015
2013
$
84,022 $
87,530 $
91,242
15,815
7,194
1,645
108,676
3,934
70
165
4,169
104,507
4,700
99,807
5,586
10,145
11,798
17
6,945
1,998
2,690
39,179
60,109
6,978
6,991
1,769
22,551
98,398
40,588
10,392
30,196
17,015
7,084
1,729
113,358
4,624
99
803
5,526
107,832
5,072
102,760
5,860
10,772
11,697
(3)
7,646
1,849
2,964
40,785
55,936
7,218
7,269
1,931
23,230
95,584
47,961
14,189
33,772
16,157
7,046
1,776
116,221
5,886
78
2,997
8,961
107,260
7,860
99,400
6,035
10,162
11,081
423
7,750
3,052
1,952
40,455
55,097
6,102
6,348
2,052
24,955
94,554
45,301
13,767
31,534
Change in unrealized gains/(losses) on securities, net of reclassifications and taxes
Change in funded status of post-retirement benefits, net of taxes
COMPREHENSIVE INCOME
EARNINGS PER SHARE:
BASIC AND DILUTED
$
$
Weighted average number of shares outstanding (in thousands)
See accompanying notes.
(1,225 )
6,353
35,324 $
13,913
(14,473)
33,212 $
(17,066)
10,569
25,037
2.35 $
2.55 $
12,836
13,226
2.37
13,310
40
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollar amounts in thousands, except per share data)
Balance, January 1, 2013
Net income
Other comprehensive income (loss)
Omnibus Equity Incentive Plan, net
Contribution of 35,531 shares to ESOP
Cash Dividends, $.96 per share
Balance, December 31, 2013
Net income
Other comprehensive income (loss)
Omnibus Equity Incentive Plan, net
Treasury stock purchase (459,241 shares)
Contribution of 36,368 shares to ESOP
Cash Dividends, $.98 per share
Balance, December 31, 2014
Net income
Other comprehensive income (loss)
Omnibus Equity Incentive Plan, net
Treasury stock purchases (257,989 shares)
Contribution of 36,149 shares to ESOP
Cash Dividends, $.98 per share
Balance, December 31, 2015
See accompanying notes.
Common
Additional
Stock
Capital
Retained
Earnings
Accumulated
Other
Comprehensive Treasury
Income/(Loss)
Stock
Total
$
1,808 $
69,989 $
338,342 $
—
—
3
—
—
—
—
770
315
—
1,811
71,074
—
—
4
—
—
—
—
—
1,068
—
263
—
1,815
72,405
—
—
2
—
—
—
—
—
713
—
278
—
31,534
—
—
—
(12,793)
357,083
33,772
—
—
—
—
(12,885)
377,970
30,196
—
—
—
—
(12,533)
$
1,817 $
73,396 $
395,633 $
(7,472) $
—
(6,497)
—
—
—
(13,969)
—
(560)
—
—
—
—
(14,529)
—
5,128
—
—
—
—
(9,401) $
(30,545) $
372,122
—
—
(162)
903
—
(29,804)
—
—
—
31,534
(6,497)
611
1,218
(12,793)
386,195
33,772
(560)
1,072
(14,633)
(14,633)
990
—
(43,447)
—
—
—
(8,698)
1,016
1,253
(12,885)
394,214
30,196
5,128
715
(8,698)
1,294
—
(12,533)
(51,129) $
410,316
41
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands, except per share data)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income
Adjustments to reconcile net income to net cash provided by operating activities:
Net (accretion) amortization on securities
Provision for loan losses
Securities (gains) losses
Depreciation and amortization
Provision for deferred income taxes
Net change in accrued interest receivable
Contribution of shares to ESOP
Stock compensation expense
Gain on sale of mortgage loans
Loss (gain) on sales of other real estate
Origination of loans held for sale
Proceeds from loans held for sale
Other, net
NET CASH FROM OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of securities available-for-sale
Calls, maturities and principal reductions on securities available-for-sale
Purchases of securities available-for-sale
Loans made to customers, net of payments
Net change in federal funds sold
Redemption of restricted stock
Purchase of restricted stock
Purchase of customer list
Cash received (disbursed) from acquisitions
Sale of other real estate
Additions to premises and equipment
NET CASH FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits
Net change in short-term borrowings
Dividends paid
Purchases of treasury stock
Proceeds from other borrowings
Repayments on other borrowings
NET CASH FROM FINANCING ACTIVITIES
NET CHANGE IN CASH AND CASH EQUIVALENTS
CASH AND DUE FROM BANKS, BEGINNING OF YEAR
Years Ended December 31,
2014
2015
2013
$
30,196 $
33,772 $
31,534
2,940
4,700
(17 )
5,490
(924 )
(140 )
1,294
684
(1,998 )
116
(72,303 )
75,542
(4,325 )
41,255
3,735
150,315
(149,181 )
12,901
(1,815 )
5,587
(21 )
(103 )
—
1,638
(3,393 )
19,663
(14,899 )
(14,184 )
(12,632 )
(8,698 )
36,900
(36,812 )
(50,325 )
10,593
78,102
3,405
5,072
3
5,977
2,873
(39)
1,253
1,072
(1,849)
(357)
(66,300)
68,438
4,524
57,844
356
136,141
(99,954)
325
(3,724)
4,670
(17)
—
—
3,034
(5,296)
35,535
(2,151)
(11,577)
(12,949)
(14,633)
572,000
(617,000)
(86,310)
7,069
71,033
2,712
7,860
(423)
5,482
(39)
470
1,218
733
(3,052)
182
(112,483)
121,092
7,411
62,697
5,110
158,317
(417,997)
41,643
16,524
250
(15)
—
177,610
4,714
(2,522)
(16,366)
(7,544)
19,041
(12,766)
(162)
135,000
(196,097)
(62,528)
(16,197)
87,230
CASH AND DUE FROM BANKS, END OF YEAR
$
88,695
$
78,102 $
71,033
Continued
42
SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NONCASH
INFORMATION:
Cash paid for the year for:
Interest
Income Taxes
See accompanying notes.
$
$
4,237 $
12,869 $
5,527 $
9,375
9,354 $
13,822
43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
BUSINESS
Organization: The consolidated financial statements of First Financial Corporation and its subsidiaries (the Corporation) include
the parent company and its wholly-owned subsidiaries, First Financial Bank, N.A. headquartered in Vigo County, Indiana, The
Morris Plan Company of Terre Haute (Morris Plan), Forrest Sherer Inc., a full-line insurance agency headquartered in Terre Haute,
Indiana, and FFB Risk Management Co., Inc., a captive insurance subsidiary headquartered in Las Vegas, Nevada. Inter-company
transactions and balances have been eliminated.
First Financial Bank also has two investment subsidiaries, Portfolio Management Specialists A (Specialists A) and Portfolio
Management Specialists B (Specialists B), which were established to hold and manage certain assets as part of a strategy to better
manage various income streams and provide opportunities for capital creation as needed. Specialists A and Specialists B
subsequently entered into a limited partnership agreement, Global Portfolio Limited Partners. Portfolio Management Specialists B
also owns First Financial Real Estate, LLC. At December 31, 2015, $718.3 million of securities and loans were owned by these
subsidiaries. Specialists A, Specialists B, Global Portfolio Limited Partners and First Financial Real Estate LLC are included in the
consolidated financial statements.
The Corporation, which is headquartered in Terre Haute, Indiana, offers a wide variety of financial services including commercial,
mortgage and consumer lending, lease financing, trust account services and depositor services through its four subsidiaries. The
Corporation's primary source of revenue is derived from loans to customers and investment activities.
The Corporation operates 71 branches in west-central Indiana and east-central Illinois. First Financial Bank is the largest bank in
Vigo County. It operates 11 full-service banking branches within the county; one in Daviess County, Indiana.; four in Clay County,
Indiana; one in Gibson County, Indiana.; one in Greene County, Indiana; three in Knox County, Indiana; five in Parke County,
Indiana; one in Putnam County, Indiana; four in Sullivan County, Indiana; one in Vanderburgh County, Indiana,; four in Vermillion
County, Indiana; five in Champaign County, Illinois; one in Clark County, Illinois; three in Coles County, Illinois; two in Crawford
County, Illinois; two in Franklin County, Illinois; one in Jasper County, Illinois; two in Jefferson County, Illinois; one in Lawrence
County, Illinois; two in Livingston County, Illinois; two in Marion County, Illinois; three in McLean County, Illinois; one in
Montgomery County, Illinois; two in Richland County, Illinois; seven in Vermilion County, Illinois; and one in Wayne County,
Illinois. It also has a main office in downtown Terre Haute and an operations center/office building in southern Terre Haute.
Regulatory Agencies: First Financial Corporation is a multi-bank holding company and as such is regulated by various banking
agencies. The holding company is regulated by the Seventh District of the Federal Reserve System. The national bank subsidiary is
regulated by the Office of the Comptroller of the Currency. The state bank subsidiary is jointly regulated by the state banking
organization and the Federal Deposit Insurance Corporation. FFB Risk Management Company is regulated by the State of Nevada
Division of Insurance.
SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates: To prepare financial statements in conformity with U.S. generally accepted accounting principles, management
makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in
the financial statements and disclosures provided, and actual results could differ.
Cash Flows: Cash and cash equivalents include cash and demand deposits with other financial institutions. Net cash flows are
reported for customer loan and deposit transactions and short-term borrowings. Non-cash transactions include loans transferred to
other real estate of $1.3 million, $1.4 million and $2.5 million for the years ended December 31, 2015, 2014 and 2013 respectively.
Securities: The Corporation classifies all securities as "available for sale." Securities are classified as available for sale when they
might be sold before maturity. Securities available for sale are carried at fair value with unrealized holdings gains and losses, net of
taxes, reported in other comprehensive income within shareholders' equity.
Interest income includes amortization of purchase premium or discount. Premiums and discounts are amortized on the level yield
method without anticipating prepayments. Mortgage-backed securities are amortized over the expected life. Realized gains and
losses on sales are based on the amortized cost of the security sold. 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.
44
Loans: Loans that management has the intent and ability to hold for the foreseeable future until maturity or pay-off are reported at
the principal balance outstanding, net of unearned interest, purchase premiums and discounts, deferred loan fees and costs, and
allowance for loan losses. Loans held for sale are reported at the lower of cost or fair value, on an aggregate basis. Interest income is
accrued on the unpaid principal balance and includes amortization of net deferred loan fees and costs over the loan term without
anticipating prepayments. The recorded investment in loans includes accrued interest receivable and net deferred loan fees and costs.
Interest income is not reported when full loan repayment is in doubt, typically when the loan is impaired or payments are
significantly past due. Past-due status is based on the contractual terms of the loan.
All interest accrued but not received for loans placed on non-accrual is reversed against interest income. Interest received on such
loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual
status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
In all cases, loans are placed on non-accrual or charged-off if collection of principal or interest is considered doubtful. The above
policies are consistent for all segments of loans.
Certain Purchased Loans: The Corporation purchases individual loans and groups of loans, some of which have shown evidence
of credit deterioration since origination. These purchased loans are recorded at the amount paid, such that there is no carryover of
the seller's allowance for loan losses. After acquisition, losses are recognized by an increase in the allowance for loan losses. Such
purchased loans are accounted for individually. The Corporation estimates the amount and timing of expected cash flows for each
purchased loan, and the expected cash flows in excess of amount paid are recorded as interest income over the remaining life of the
loan (accretable yield). The excess of the loan's contractual principal and interest over expected cash flows is not recorded
(nonaccretable difference).
Over the life of the loan, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the
carrying amount, a provision for loan loss is recorded. If the present value of expected cash flows is greater than the carrying
amount, it is recognized as part of future interest income.
Concentration of Credit Risk: Most of the Corporation's business activity is with customers located within west central Indiana
and east central Illinois. Therefore, the Corporation's exposure to credit risk is significantly affected by changes in the economy of
this area. A major economic downturn in this area would have a negative effect on the Corporation's loan portfolio.
The risk characteristics of each loan portfolio segment are as follows:
Commercial
Commercial loans are predominately loans to expand a business or finance asset purchases. The underlying risk in the Commercial
loan segment is primarily a function of the reliability and sustainability of the cash flows of the borrower and secondarily on the
underlying collateral securing the transaction. From time to time, the cash flows of borrowers may be less than historical or as
planned. In addition, the underlying collateral securing these loans may fluctuate in value. Most commercial loans are secured by the
assets financed or other business assets and most commercial loans are further supported by a personal guarantee. However, in some
instances, short term loans are made on an unsecured basis. Agriculture production loans are typically secured by growing crops and
generally secured by other assets such as farm equipment. Production loans are subject to weather and market pricing risks. The
Corporation has established underwriting standards and guidelines for all commercial loan types.
The Corporation strives to maintain a geographically diverse commercial real estate portfolio. Commercial real estate loans are
primarily underwritten based upon the cash flows of the underlying real estate or from the cash flows of the business conducted at
the real estate. Generally, these types of loans will be fully guaranteed by the principal owners of the real estate and loan amounts
must be supported by adequate collateral value. Commercial real estate loans may be adversely affected by factors in the local
market, the regional economy, or industry specific factors. In addition, Commercial Construction loans are a specific type of
commercial real estate loan which inherently carry more risk than loans for completed projects. Since these types of loans are
underwritten utilizing estimated costs, feasibility studies, and estimated absorption rates, the underlying value of the project may
change based upon the inaccuracy of these projections. Commercial construction loans are closely monitored, subject to industry
standards, and disbursements are controlled during the construction process.
Residential
Retail real estate mortgages that are secured by 1-4 family residences are generally owner occupied and include residential real
estate and residential real estate construction loans. The Corporation typically establishes a maximum loan-to-value ratio and
generally requires private mortgage insurance if the ratio is exceeded. The Corporation sells substantially all of its long-term fixed
mortgages to secondary market purchasers. Mortgages sold to secondary market purchasers are underwritten to specific guidelines.
The Corporation originates some mortgages that are maintained in the bank’s loan portfolio. Portfolio loans are generally adjustable
rate mortgages and are underwritten to conform to Qualified Mortgage standards. Several factors are considered in underwriting all
45
Mortgages including the value of the underlying real estate, debt-to-income ratio and credit history of the borrower. Repayment is
primarily dependent upon the personal income of the borrower and can be impacted by changes in borrower’s circumstances such as
changes in employment status and changes in real estate property values. Risk is mitigated by the sale of substantially all long-term
fixed rate mortgages, the underwriting of portfolio loans to Qualified Mortgage standards and the fact that mortgages are generally
smaller individual amounts spread over a large number of borrowers.
Consumer
The consumer portfolio primarily consists of home equity loans and lines (typically secured by a subordinate lien on a 1-4 family
residence), secured loans (typically secured by automobiles, boats, recreational vehicles, or motorcycles), cash/CD secured, and
unsecured loans. Pricing, loan terms, and loan to value guidelines vary by product line. The underlying value of collateral dependent
loans may vary based on a number of economic conditions, including fluctuations in home prices and unemployment levels.
Underwriting of consumer loans is based on the individual credit profile and analysis of the debt repayment capacity for each
borrower. Payments for consumer loans is typically set-up on equal monthly installments, however, future repayment may be
impacted by a change in economic conditions or a change in the personal income levels of individual customers. Overall risks within
the consumer portfolio are mitigated by the mix of various loan products, lending in various markets and the overall make-up of the
portfolio (small loan sizes and a large number of individual borrowers).
Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses
are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent
recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss
experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values,
economic conditions and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is
available for any loan that, in management's judgment, should be charged off. The allowance consists of specific and general
components. The specific component relates to loans that are individually classified as impaired. The general component covers
non-classified loans as well as non-impaired classified loans and is based on historical loss experience adjusted for current factors.
A loan is impaired when full payment under the loan terms is not expected. Loans for which the terms have been modified, and for
which the borrower is experiencing financial difficulties, are considered troubled debt restructurings and classified as impaired.
Impairment is evaluated in total for smaller-balance loans of similar nature such as residential mortgages and consumer loans, and
on an individual basis for other loans. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at
the present value of estimated future cash flows, using the loan's existing rate, or at the fair value of collateral if repayment is
expected solely from the collateral. Large groups of smaller balance homogeneous loans, such as consumer and residential real
estate loans, are collectively evaluated for impairment and, accordingly, they are not separately identified for impairment
disclosures.
The general component covers non-classified loans as well as non-impaired classified loans and is based on historical loss
experience adjusted for current factors. The historical loss experience is based on the actual loss history experienced over the most
recent four years. This actual loss experience is supplemented with other current factors based on the risks present for each portfolio
segment. These current factors include consideration of the following: levels of and trends in delinquent, classified, and impaired
loans; levels of and trends in charge-offs and recoveries; national and local economic trends and conditions; changes in lending
policies and procedures; trends in volume and terms of loans; experience, ability, and depth of lending management and other
relevant staff; credit concentrations; value of underlying collateral for collateral dependent loans; and other external factors such as
competition and legal and regulatory requirements. The following portfolio segments have been identified: commercial loans,
residential loans and consumer loans. A characteristic of the commercial loan segment is that the loans are for business purchases. A
characteristic of the residential loan segment is that the loans are secured by residential properties. A characteristic of the consumer
loan segment is that the loans are for automobiles and other consumer purchases. Commercial loans are generally well secured,
which mitigates the risk of loss and has contributed to the low historical loss rate. However, concentrations in commercial real
estate, along with the potential impact of rising interest rates to commercial real estate, raises the risk of loss on commercial loans.
For these reasons, commercial loans have the highest adjustment to the historical loss rate. Continued weakness in local economic
conditions along with declining auto values resulted in consumer loans having the next highest level of adjustment to the historical
loss rate. The residential loan portfolio segment had the lowest level of adjustment to the historical loss rate.
Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated
future cash flows using the loan's effective rate at inception. If a troubled debt restructuring is considered to be a collateral
dependent loan, the loan is reported, net, at the fair value of the collateral. For troubled debt restructurings that subsequently default,
the Corporation determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.
46
FDIC Indemnification Asset: The FDIC indemnification asset results from the loss share agreements in the 2009 FDIC-assisted
transaction. The asset is measured separately from the related covered assets as they are not contractually embedded in the assets
and are not transferable with the assets should the Corporation choose to dispose of them. It represents the acquisition date fair value
of expected reimbursements from the FDIC which was determined to be $12.1 million. Pursuant to the terms of the loss sharing
agreement, covered loans and other real estate are subject to a stated loss threshold whereby the FDIC will reimburse the
Corporation for up to 95% of losses incurred. These expected reimbursements do not include reimbursable amounts related to future
covered expenditures. These cash flows are discounted to reflect a metric of uncertainty of the timing and receipt of the loss sharing
reimbursement from the FDIC. This asset decreases when losses are realized and claims are paid by the FDIC or when customers
repay their loans in full and expected losses do not occur. This asset also increases when estimated future losses increase. When
estimated future losses increase, the Corporation records a provision for loan losses and increases its allowance for loan losses
accordingly. The related increase or decrease in the FDIC indemnification asset is recorded as an (increase) or offset to the provision
for loan losses. During 2014 and 2013, the provision for loan losses was (increased)/ offset by ($687 thousand) and ($1.4 million )
related to the changes in the FDIC indemnification asset. There were not any changes to the provision for loan losses related to the
FDIC indemnification asset in 2015. At December 31, 2015 and 2014, the balance of the indemnification asset was not material and
is included in other assets.
Foreclosed Assets: Assets acquired through or instead of loan foreclosures are initially recorded at fair value less estimated selling
costs when acquired, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer
mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the
property to satisfy the loan through completion of a deed in lieu of foreclosure or similar legal agreement. These assets are
subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value declines, a valuation allowance is
recorded through expense. Costs after acquisition are expensed.
Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation.
Depreciation is computed over the useful lives of the assets, which range from 3 to 5 years for furniture and equipment and 33 to 39
years for buildings and leasehold improvements.
Restricted Stock: Restricted stock includes Federal Home Loan Bank (FHLB) of Indianapolis and Chicago and Federal Reserve
stock. This restricted stock is carried at cost and periodically evaluated for impairment. Because this stock is viewed as a long-term
investment, impairment is based on ultimate recovery of par value. Both cash and stock dividends are reported as income.
Servicing Rights: Servicing rights are recognized separately when they are acquired through sales of loans. When mortgage loans
are sold, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair
value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on third-party
valuations that incorporate assumptions that market participants would use in estimating future net servicing income, such as the
cost to service, the discount rate, ancillary income, prepayment speeds and default rates and losses. All classes of servicing assets are
subsequently measured using the amortization method, which requires servicing rights to be amortized into non-interest income in
proportion to, and over the period of, the estimated future net servicing income of the underlying loans.
Servicing assets are evaluated for impairment based upon the fair value of the rights as compared to carrying amount. Impairment is
determined by stratifying rights into groupings based on predominant risk characteristics, such as interest rate, loan type and
investor type. Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less
than the carrying amount. If the Corporation later determines that all or a portion of the impairment no longer exists for a particular
grouping, a reduction of the allowance may be recorded as an increase to income. Changes in valuation allowances are reported with
Other Service Fees on the income statement. The fair values of servicing rights are subject to significant fluctuations as a result of
changes in estimated and actual prepayment speeds and default rates and losses.
Servicing fee income, which is included in Other Service Fees on the income statement, is for fees earned for servicing loans.
The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income
when earned. The amortization of mortgage servicing rights is netted against loan servicing fee income. Servicing fees totaled $1.3
million, $1.4 million and $1.4 million for the years ended December 31, 2015, 2014 and 2013. Late fees and ancillary fees related to
loan servicing are not material.
Stock based compensation: Compensation cost is recognized for restricted stock awards and units issued to employees based on
the fair value of these awards at the date of grant. Market price of the Corporation’s common stock at the date of grant is used for
restricted stock awards. Compensation expense is recognized over the requisite service period.
47
Transfers of Financial Assets: Transfers of financial assets are accounted for as sales, when control over the assets has been
relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Corporation,
the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the
transferred assets, and the Corporation does not maintain effective control over the transferred assets through an agreement to
repurchase them before their maturity.
Bank-Owned Life Insurance: The Corporation has purchased life insurance policies on certain key executives. Bank-owned life
insurance is recorded at its cash surrender value, or the amount that can be realized. Income on the investments in life insurance is
included in other interest income.
Goodwill and Other Intangible Assets: Goodwill resulting from business combinations prior to January 1, 2009 represents the
excess of the purchase price over the fair value of the net assets of businesses acquired. Goodwill resulting from business
combinations after January 1, 2009 represents the future economic benefits arising from other assets acquired that are not
individually identified and separately recognized. Goodwill and intangible assets acquired in a purchase business combination and
determined to have an indefinite useful life are not amortized, but tested for impairment at least annually. The Corporation has
selected December 31 as the date to perform the annual impairment test. Intangible assets with definite useful lives are amortized
over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on our
balance sheet.
Other intangible assets consist of core deposit and acquired customer list intangible assets arising from the whole bank, insurance
agency and branch acquisitions. They are initially measured at fair value and then are amortized on an accelerated basis over their
estimated useful lives, which are 10 and 12 years, respectively.
Long-Term Assets: Premises and equipment and other long-term assets are reviewed for impairment when events indicate their
carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.
Benefit Plans: Pension expense is the net of service and interest cost, return on plan assets and amortization of gains and losses not
immediately recognized. The amount contributed is determined by a formula as decided by the Board of Directors. Deferred
compensation and supplemental retirement plan expense allocates the benefits over years of service.
Employee Stock Ownership Plan: Shares of treasury stock are issued to the ESOP and compensation expense is recognized based
upon the total market price of shares when contributed.
Deferred Compensation Plan: Prior to 2011, a deferred compensation plan covered all directors. Under the plan, the Corporation
pays each director, or their beneficiary, the amount of fees deferred plus interest over 10 years, beginning when the director achieves
age 65. A liability is accrued for the obligation under these plans. The expense incurred for the deferred compensation for each of the
last three years was $142 thousand, $138 thousand and $149 thousand, resulting in a deferred compensation liability of $2.2 million
at December 31, 2015 and $2.4 million at December 31, 2014. There are no deferred compensation plans now in effect for directors.
Incentive Plans: A long-term incentive plan established in 2000 provides for the payment of incentive rewards as a 15-year annuity
to all directors and certain key officers. That plan was in place through December 31, 2009, and compensation expense is recognized
over the service period. Payments under the plan generally did not begin until the earlier of January 1, 2015, or the January 1
immediately following the year in which the participant reaches age 65. There was no compensation expense related to this plan for
2015, 2014 and 2013. There is a liability of $13.2 million and $14.0 million as of year-end 2015 and 2014. In 2011 the Corporation
adopted the 2011 Short-term Incentive Plan and the 2011 Omnibus Equity Incentive Plan designed to reward key officers based on
certain performance measures. The short-term portion of the plan is paid out within 75 days of year end and the long-term plan vests
over a three year period and is paid out within 75 days of the end of each vesting period. The compensation expense related to the
plans in 2015, 2014 and 2013 was $1.4 million, $1.7 million and $1.5 million, respectively, and resulted in a liability of $816
thousand at December 31, 2015 and $782 thousand at December 31, 2014.
The Omnibus Equity Incentive Plan is a long term incentive plan that was designed to align the interests of participants with the
interest 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.
Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax
assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between
carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces
deferred tax assets to the amount expected to be realized.
48
A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax
examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is
greater than 50% likely of being realized on examination. For tax positions not meeting the "more likely than not" test, no tax
benefit is recorded
The Corporation recognizes interest and/or penalties related to income tax matters in income tax expense.
Loan Commitments and Related Financial Instruments: Financial instruments include credit instruments, such as commitments
to make loans and standby letters of credit, issued to meet customer financing needs. The face amount for these items represents the
exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are
funded.
Earnings Per Share: Earnings per common share is net income divided by the weighted average number of common shares
outstanding during the period. The Corporation does not have any potentially dilutive securities as the restricted stock awards are
included in outstanding shares.. Earnings and dividends per share are restated for stock splits and dividends through the date of issue
of the financial statements.
Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive
income includes unrealized gains and losses on securities available for sale and changes in the funded status of the retirement plans,
which are also recognized as separate components of equity.
Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded
as liabilities when the likelihood of loss is probable and an amount of range of loss can be reasonably estimated. Management does
not believe there are currently such matters that will have a material effect on the financial statements.
Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by the bank
to the holding company or by the holding company to shareholders.
Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and
other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant
judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for
particular items. Changes in assumptions or market conditions could significantly affect the estimates.
Operating Segment: While the Corporation's chief decision-makers monitor the revenue streams of the various products and
services, the operating results of significant segments are similar and operations are managed and financial performance is evaluated
on a corporate-wide basis. Accordingly, all of the Corporation's financial service operations are considered by management to be
aggregated in one reportable operating segment, which is banking.
Adoption of New Accounting Standards: In May 2014, the FASB and the International Accounting Standards Board (the "IASB")
jointly issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition
guidance under GAAP and International Financial Reporting Standards ("IFRS"). Previous revenue recognition guidance in GAAP
comprised broad revenue recognition concepts together with numerous revenue requirements for particular industries or
transactions, which sometimes resulted in different accounting for economically similar transactions. In contrast, IFRS provided
limited revenue recognition guidance and, consequently, could be difficult to apply to complex transactions. Accordingly, the FASB
and the IASB initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for
U.S. GAAP and IFRS that would: (1) Remove inconsistencies and weaknesses in revenue requirements; (2) Provide a more robust
framework for addressing revenue issues; (3) Improve comparability of revenue recognition practices across entities, industries,
jurisdictions, and capital markets; (4) Provide more useful information to users of financial statements through improved disclosure
requirements; and (5) Simplify the preparation of financial statements by reducing the number of requirements to which an entity
must refer. To meet those objectives, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." The standard’s
core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that
reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so,
companies generally will be required to use more judgment and make more estimates than under current guidance. These may
include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the
transaction price and allocating the transaction price to each separate performance obligation. The standard is effective for public
entities for interim and annual periods beginning after December 15, 2017. For financial reporting purposes, the standard allows for
either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption,
meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect of
initially applying the standard recognized at the date of initial application. The Corporation is currently evaluating the provisions of
49
ASU No. 2014-09 and will be closely monitoring developments and additional guidance to determine the potential impact the new
standard will have on the Corporation's Consolidated Financial Statements.
In June 2014, the FASB issued ASU No. 2014-11, "Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures."
The new guidance aligns the accounting for repurchase-to-maturity transactions and repurchase agreements executed as repurchase
financings with the accounting for other typical repurchase agreements. Going forward, these transactions would all be accounted
for as secured borrowings. The guidance eliminates sale accounting for repurchase-to-maturity transactions and supersedes the
guidance under which a transfer of a financial asset and a contemporaneous repurchase financing could be accounted for on a
combined basis as a forward agreement, which has resulted in outcomes referred to as off-balance-sheet accounting. The
amendments in the ASU require a new disclosure for transactions economically similar to repurchase agreements in which the
transferor retains substantially all of the exposure to the economic return on the transferred financial assets throughout the term of
the transaction. The amendments in the ASU also require expanded disclosures, effective for the current reporting period of June 30,
2015, about the nature of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings
(see Note 5 to the Consolidated Financial Statements). The Corporation adopted the amendments in this ASU effective January 1,
2015. As of June 30, 2015, all of the Company's repurchase agreements were typical in nature (i.e., not repurchase-to-maturity
transactions or repurchase agreements executed as a repurchase financing) and are accounted for as secured borrowings. As such, the
adoption of ASU No. 2014-11 did not have a material impact on the Corporation's Consolidated Financial Statements.
ASU 2015-01, “Income Statement - Extraordinary and Unusual Items - Simplifying Income Statement Presentation by Eliminating
the Concept of Extraordinary Items.” ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items, which, among
other things, required an entity to segregate extraordinary items considered to be unusual and infrequent from the results of ordinary
operations and show the item separately in the income statement, net of tax, after income from continuing operations. ASU 2015-01
is effective for us beginning January 1, 2016, though early adoption is permitted. ASU 2015-01 did not have a significant impact on
our financial statements upon adoption in 2016.
ASU 2015-02, “Consolidation - Amendments to the Consolidation Analysis.” ASU 2015-02 implements changes to both the
variable interest consolidation model and the voting interest consolidation model. ASU 2015-02 (i) eliminates certain criteria
that must be met when determining when fees paid to a decision maker or service provider do not represent a variable interest,
(ii) amends the criteria for determining whether a limited partnership is a variable interest entity and (iii) eliminates the
presumption that a general partner controls a limited partnership in the voting model. ASU 2015-02 will be effective for us on
January 1, 2016 and did not have a significant impact on our financial statements.
ASU 2016-1, “No. 2016-01, Financial Instruments - Recognition and Measurement of Financial Assets and Financial
Liabilities. ASU 2016-1, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair
value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments
without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the
requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that
is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public
business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v)
requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a
liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair
value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets
and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to
the financial statements and (viii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax
asset related to available-for-sale. ASU 2016-1 will be effective for us on January 1, 2018 and is not expected to have a
significant impact on our financial statements.
2. FAIR VALUES OF FINANCIAL INSTRUMENTS:
Accounting guidance 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 1 prices such as 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.
50
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 state and
municipal securities. The fair value of the trust preferred securities is obtained from a third party provider without adjustment.
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 measurement.
The fair value of derivatives is based on valuation models using observable market data as of the measurement date (Level 2
inputs).
December 31, 2015
Fair Value Measurement Using
Level 1
Level 2
Level 3
(Dollar amounts in thousands)
U.S. Government entity mortgage-backed securities
Mortgage-backed securities, residential
Mortgage-backed securities, commercial
Collateralized mortgage obligations
State and municipal obligations
Collateralized debt obligations
TOTAL
Derivative Assets
Derivative Liabilities
(Dollar amounts in thousands)
U.S. Government entity mortgage-backed securities
Mortgage-backed securities, residential
Mortgage-backed securities, commercial
Collateralized mortgage obligations
State and municipal obligations
Collateralized debt obligations
TOTAL
Derivative Assets
Derivative Liabilities
$
$
$
$
Carrying Value
10,693
213,164
9
437,634
214,707
14,875
891,082
— $
—
—
—
4,725
14,875
19,600 $
Carrying Value
1,467
187,936
17
484,655
207,675
15,303
897,053
— $
—
—
—
5,900
15,303
21,203 $
— $
—
—
—
—
—
— $
$
10,693 $
213,164
9
437,634
209,982
—
871,482 $
1,176
(1,176)
— $
—
—
—
—
—
— $
$
1,467 $
187,936
17
484,655
201,775
—
875,850 $
1,062
(1,062)
December 31, 2014
Fair Value Measurement Using
Level 1
Level 2
Level 3
There were no transfers between Level 1 and Level 2 during 2015 and 2014.
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 twelve months ended December 31, 2015 and 2014.
51
Beginning balance, January 1
Total realized/unrealized gains or losses
Included in earnings
Included in other comprehensive income
Purchases
Settlements
Ending balance, December 31
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
December 31, 2015
State and
municipal
obligations
Collateralized
debt obligations
Total
5,900 $
15,303 $
21,203
—
—
—
(1,175)
4,725 $
—
(268)
—
(160)
14,875 $
—
(268)
—
(1,335)
19,600
$
$
Fair Value Measurements Using SignificantUnobservable
Inputs (Level 3)
December 31, 2014
Collateralized
debt
obligations
State and
municipal
obligations
Total
Beginning balance, January 1
Total realized/unrealized gains or losses
Included in earnings
Included in other comprehensive income
Transfers
Settlements
Ending balance, December 31
$
$
4,525 $
9,044 $
—
—
4,000
(2,625)
5,900 $
—
7,100
—
(841)
15,303 $
13,569
—
7,100
4,000
(3,466)
21,203
There were no unrealized gains and losses recorded in earnings for the years ended December 31, 2015 or 2014.
Certain local municipal securities with a fair value of $4.0 million as of December 31, 2014 were purchased and added to Level 3
because we were unable to obtain observable market data from our provider for these investments.
Impaired loans disclosed in footnote 7, which are measured for impairment using the fair value of collateral, are valued at Level 3.
They are carried at a fair value of $2.4 million, after a valuation allowance of $1.2 million at December 31, 2015 and at a fair value
of $11.5 million, net of a valuation allowance of $1.9 million at December 31, 2014. The impact to the provision for loan losses for
the twelve months ended December 31, 2015 and December 31, 2014 was a $271 thousand decrease and a $1.2 million decrease,
respectively. Other real estate owned is valued at Level 3. Other real estate owned at December 31, 2015 with a value of $3.5
million was reduced $743 thousand for fair value adjustment. At December 31, 2015 other real estate owned was comprised of $2.8
million from commercial loans and $655 thousand from residential loans. Other real estate owned at December 31, 2014 with a
value of $4.0 million was reduced $1.1 million for fair value adjustment. At December 31, 2014 other real estate owned was
comprised of $3.0 million from commercial loans and $1.0 million from residential loans.
Fair value is measured based on the value of the collateral securing those loans, and is determined using several methods. Generally
the fair value of real estate is determined based on appraisals by qualified licensed appraisers. Appraisals for real estate generally use
three methods to derive value: cost, sales or market comparison and income approach. The cost method bases value on the cost to
replace current property. The market comparison evaluates the sales price of similar properties in the same market area. The income
approach considers net operating income generated by the property and the investor’s required return. The final fair value is based
on a reconciliation of these three approaches. If an appraisal is not available, the fair value may be determined by using a cash flow
analysis, a broker’s opinion of value, the net present value of future cash flows, or an observable market price from an active market.
Fair value of other real estate is based upon the current appraised values of the properties as determined by qualified licensed
appraisers and the Company’s judgment of other relevant market conditions. Appraisals are obtained annually and reductions in
value are recorded as a valuation through a charge to expense. The primary unobservable input used by management in estimating
fair value are additional discounts to the appraised value to consider market conditions and the age of the appraisal, which are based
on management’s past experience in resolving these types of properties. These discounts range from 0% to 50%. Values for non-real
estate collateral, such as business equipment, are based on appraisals performed by qualified licensed appraisers or the customers
52
financial statements. Values for non real estate collateral use much higher discounts than real estate collateral. Other real estate and
impaired loans carried at fair value are primarily comprised of smaller balance properties.
The following tables present quantitative information about recurring and non-recurring Level 3 fair value measurements at
December 31, 2015 and 2014.
2015
Fair Value
Valuation Technique(s)
Unobservable Input(s)
Range
State and municipal
obligations
Other real estate
Impaired Loans
$
$
$
4,725 Discounted cash flow
Discount rate
3,466 Sales comparison/income
approach
2,352 Sales comparison/income
approach
Probability of default
Discount rate for age of
appraisal and market
conditions
Discount rate for age of
appraisal and market
conditions
3.05%-5.50%
—%
5.00%-20.00%
0.00%-50.00%
2014
Fair Value
Valuation Technique(s)
Unobservable Input(s)
Range
State and municipal
obligations
Other real estate
Impaired Loans
$
$
$
5,900 Discounted cash flow
Discount rate
3,965 Sales comparison/income
approach
11,477 Sales comparison/income
approach
Probability of default
Discount rate for age of
appraisal and market
conditions
Discount rate for age of
appraisal and market
conditions
3.05%-5.50%
—%
5.00%-20.00%
0.00%-50.00%
The following tables present impaired collateral dependent loans measured at fair value on a non-recurring basis by class of loans as
of December 31, 2015 and 2014.
(Dollar amounts in thousands)
Commercial
Commercial & Industrial
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
December 31, 2015
Allowance
for Loan
Losses
Allocated
Fair Value
Carrying Value
$
$
998 $
—
1,415
—
225
873
—
—
—
—
212 $
—
741
—
—
206
—
—
—
—
786
—
674
—
225
667
—
—
—
—
—
—
3,511 $
—
—
1,159 $
—
—
2,352
53
(Dollar amounts in thousands)
Commercial
Commercial & Industrial
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
December 31, 2014
Allowance
for Loan
Losses
Allocated
Fair Value
Carrying Value
$
$
5,874 $
—
6,654
—
827
1,056 $
—
753
—
102
33
—
—
—
—
—
—
—
—
—
4,818
—
5,901
—
725
33
—
—
—
—
—
—
13,388 $
—
—
1,911 $
—
—
11,477
The carrying amounts and estimated fair values of financial instruments are shown below. Carrying amount is the estimated fair
value for cash and due from banks, federal funds sold, accrued interest receivable and payable, demand deposits, short-term and
certain other borrowings, and variable-rate loans or deposits that reprice frequently and fully. Security fair values are determined as
previously described. It is not practicable to determine the fair value of restricted stock due to restrictions placed on their
transferability. 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. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price. Fair values for
impaired loans are estimated using discounted cash flow analysis or underlying collateral values. 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 assets and liabilities are presented in the table below and were determined
based on the above assumptions:
(Dollar amounts in thousands)
Cash and due from banks
Federal funds sold
Securities available-for-sale
Restricted stock
Loans, net
Accrued interest receivable
Deposits
Short-term borrowings
Federal Home Loan Bank advances
Accrued interest payable
December 31, 2015
$
Carrying
Value
88,695 $
9,815
891,082
10,838
1,743,862
11,733
(2,442,369)
(33,831)
(12,677)
(389)
Fair Value
Level 1
Level 2
Level 3
Total
68,980 $
19,715 $
9,815
—
871,482
—
n/a
n/a
—
—
3,366
—
— (2,442,612 )
(33,831 )
—
(12,971 )
—
(389 )
—
— $
—
19,600
n/a
1,789,938
8,367
88,695
9,815
891,082
n/a
1,789,938
11,733
— (2,442,612)
(33,831)
—
(12,971)
—
(389)
—
54
(Dollar amounts in thousands)
Cash and due from banks
Federal funds sold
Securities available-for-sale
Restricted stock
Loans, net
Accrued interest receivable
Deposits
Short-term borrowings
Federal Home Loan Bank advances
Accrued interest payable
December 31, 2014
$
Carrying
Value
78,102 $
8,000
897,053
16,404
1,762,589
11,593
(2,457,197)
(48,015)
(12,886)
(456)
Fair Value
Level 1
Level 2
Level 3
Total
55,505 $
22,597 $
8,000
—
875,850
—
n/a
n/a
—
—
3,183
—
— (2,459,703 )
(48,015 )
—
(13,605 )
—
(456 )
—
— $
—
21,203
n/a
1,810,885
8,410
78,102
8,000
897,053
n/a
1,810,885
11,593
— (2,459,703)
(48,015)
—
(13,605)
—
(456)
—
3. RESTRICTIONS ON CASH AND DUE FROM BANKS:
Certain affiliate banks are required to maintain average reserve balances with the Federal Reserve Bank. The amount of those
reserve balances was approximately $11.5 million and $10.5 million at December 31, 2015 and 2014, respectively.
4. SECURITIES:
The fair value of securities available-for-sale and related gross unrealized gains and losses recognized in accumulated other
comprehensive income were as follows:
(Dollar amounts in thousands)
U.S. Government entity mortgage-backed securities
Mortgage-backed securities, residential
Mortgage-backed securities, commercial
Collateralized mortgage obligations
State and municipal obligations
Collateralized debt obligations
TOTAL
(Dollar amounts in thousands)
U.S. Government entity mortgage-backed securities
Mortgage-backed securities, residential
Mortgage-backed securities, commercial
Collateralized mortgage obligations
State and municipal obligations
Collateralized debt obligations
TOTAL
Amortized
Cost
$
$
10,670 $
208,705
9
441,500
206,291
9,621
876,796 $
Amortized
Cost
$
$
1,411 $
180,673
17
489,765
198,875
10,205
880,946 $
December 31, 2015
Unrealized
Gains
46 $
5,089
—
2,141
8,475
5,254
21,005 $
Losses
(23) $
(630)
—
(6,007)
(59)
—
(6,719) $
Fair Value
10,693
213,164
9
437,634
214,707
14,875
891,082
December 31, 2014
Unrealized
Gains
Losses
56 $
7,593
—
2,513
9,019
5,115
24,296 $
Fair Value
1,467
187,936
17
484,655
207,675
15,303
897,053
— $
(330)
—
(7,623)
(219)
(17)
(8,189) $
As of December 31, 2015, the Corporation does not have any securities from any issuer, other than the U.S. Government, with an
aggregate book or fair value that exceeds ten percent of shareholders' equity.
Securities with a carrying value of approximately $406.8 million and $412.5 million at December 31, 2015 and 2014, respectively,
were pledged as collateral for short-term borrowings and for other purposes.
55
Below is a summary of the gross gains and losses realized by the Corporation on investment sales and calls during the years ended
December 31, 2015, 2014 and 2013, respectively.
(Dollar amounts in thousands)
Proceeds
Gross gains
Gross losses
2015
2014
2013
$
3,735 $
23
(6 )
356 $
2
(5)
5,110
428
(5)
Gains of $23 thousand and losses of $6 thousand in 2015 and gains of $2 thousand and losses of $4 thousand in 2014 and $5
thousand gains of $5 thousand in 2013 resulted from redemption premiums on called securities.
Contractual maturities of debt securities at year-end 2015 were as follows. Securities not due at a single maturity or with no maturity
date, primarily mortgage-backed and collateralized mortgage obligations, are shown separately.
(Dollar amounts in thousands)
Due in one year or less
Due after one but within five years
Due after five but within ten years
Due after ten years
Mortgage-backed securities and collateralized mortgage obligations
TOTAL
Available-for-Sale
Fair
Value
Amortized
Cost
$
4,531 $
56,200
94,236
71,615
226,582
650,214
876,796 $
$
4,649
57,884
98,926
78,816
240,275
650,807
891,082
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 December 31, 2015 and 2014.
(Dollar amounts in thousands)
U.S. Government entity mortgage-
backed securities
Mortgage-backed securities, residential
Collateralized mortgage obligations
State and municipal obligations
Total temporarily impaired securities
December 31, 2015
Less Than 12 Months More Than 12 Months
Total
Unrealized
Unrealized
Fair Value
Losses
Fair Value
Losses
Fair Value
Unrealized
Losses
$
9,455 $
69,940
151,484
3,547
$ 234,426 $
(23)
(428)
(1,535)
(16)
(2,002) $
—
11,766
139,435
3,045
154,246 $
$
—
(202)
(4,472)
(43)
9,455 $
81,706
290,919
6,592
(4,717) $ 388,672 $
(23)
(630)
(6,007)
(59)
(6,719)
Less Than 12 Months More Than 12 Months
Total
December 31, 2014
(Dollar amounts in thousands)
Mortgage-backed securities, residential
Collateralized mortgage obligations
State and municipal obligations
Collateralized debt obligations
Total temporarily impaired securities
Fair Value
$
— $
50,832
6,500
—
57,332 $
$
Unrealized
Unrealized
Losses
Fair Value
Losses
Fair Value
Unrealized
Losses
— $
23,849 $
(330) $
23,849 $
(128)
(35)
—
(163) $
264,940
10,547
200
299,536 $
(7,495)
(184)
(17)
315,772
17,047
200
(8,026) $ 356,868 $
(330)
(7,623)
(219)
(17)
(8,189)
The Corporation held 101 investment securities with an amortized cost greater than fair value as of December 31, 2015. The
unrealized losses on collateralized mortgage obligations, all mortgage-backed securities and state and municipal obligations
represent negative adjustments to fair value relative to the rate of interest paid on the securities and not losses related to the
56
creditworthiness of the issuer. Gross unrealized losses on investment securities were $6.7 million as of December 31, 2015 and $8.2
million as of December 31, 2014. Management does not intend to sell and it is not more likely than not that management would be
required to sell the securities prior to their anticipated recovery. Management believes the value will recover as the securities
approach maturity or market rates change.
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 fair value 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 purchase beneficial
interests that, on the purchase date, were rated below AA. Under the FASB ASC-325 model, the Corporation 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.
In prior years, a significant portion of the total unrealized losses 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 downgrade in credit rating or further defaults of underlying issuers during the year, and an analysis of expected cash flows, we
determined that three CDOs included in collateralized debt obligations were other-than-temporarily impaired. Those three CDO’s
have a contractual balance of $25.8 million at December 31, 2015 which has been reduced to $14.9 million by $2.2 million of
interest payments received, $14.0 million of cumulative OTTI charges recorded through earnings to date and increased by $5.3
million recorded in other comprehensive income. The severity of the OTTI recorded varies by security, based on the analysis
described below, and ranges, at December 31, 2015 from 28% to 92%. The temporary impairment recorded in other comprehensive
income is due to factors other than credit loss, mainly current market illiquidity. These securities are collateralized by trust preferred
securities issued primarily by bank holding companies, but certain pools do include a limited number of insurance companies. The
Corporation uses the OTTI evaluation model to compare the present value of expected cash flows to the previous estimate to
determine if there are adverse changes in cash flows during the year. 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
57
before the CDO could no longer fully support repayment of the Corporation’s note class. In the current year the fair value of these
securities exceeds their carrying value so managment determined there was no OTTI. There was no OTTI recorded in 2014 or 2013.
In the third quarter of 2013, the Corporation received a $1.3 million payment on a CDO that had a book value of $0.2 million. The
payment in excess of book value is recognized as interest income. This CDO had the highest severity of recorded impairment and
while a payment by the issuer was expected, such payment was not projected until maturity in the OTTI evaluation at June 30, 2013.
The future payments, if any, on this CDO cannot be predicted with enough accuracy that such future payments will be recorded as
interest income when received.
Collateralized debt obligations include one additional investment in a CDO consisting of pooled trust preferred securities in which
the issuers are primarily banks. This CDO was paid in full in 2015.
Management has consistently used Standard & Poors pricing to value these investments. There are a number of other pricing sources
available to determine fair value for these investments. These sources utilize a variety of methods to determine fair value. The result
is a wide range of estimates of fair value for these securities. The Standard & Poors pricing ranges from 44.98 to 63.92 while
Moody’s Investor Service pricing ranges from 7.30 to 16.47, with others falling somewhere in between. We recognize that the
Standard & Poors pricing utilized is an estimate, but have been consistent in using this source and its estimate of fair value.
The table below presents a rollforward of the credit losses recognized in earnings for the years presented:
(Dollar amounts in thousands)
Beginning balance, January 1,
Amounts related to credit loss for which other-than-
temporary impairment was not previously recognized
Amounts realized for securities sold during the period
Reductions for increase in cash flows expected to be collected
that are recognized over the remaining life of the security
Increases to the amount related to the credit loss for which other-
than-temporary impairment was previously recognized
Ending balance, December 31,
2015
2014
2013
$
14,050 $
14,079 $
14,983
(55 )
(29)
(904)
—
13,995 $
$
—
14,050 $
—
14,079
5. LOANS:
Loans are summarized as follows:
(Dollar amounts in thousands)
Commercial
Residential
Consumer
Total gross loans
Deferred (fees) costs
Allowance for loan losses
TOTAL
December 31,
2015
2014
444,447
272,896
1,761,323
2,485
(19,946)
$ 1,043,980 $ 1,044,522
469,172
266,656
1,780,350
1,078
(18,839)
$ 1,743,862 $ 1,762,589
Loans in the above summary include loans totaling $6.5 million and $7.3 million at December 31, 2015 and 2014 that are
subject to the FDIC loss share arrangement (“covered loans”) discussed in footnote 6.
The Corporation periodically sells residential mortgage loans it originates based on the overall loan demand of the Corporation and
the outstanding balances in the residential mortgage portfolio. At December 31, 2015 and 2014, loans held for sale included $5.9
million and $3.0 million, respectively, and are included in the totals above.
In the normal course of business, the Corporation’s subsidiary banks make loans to directors and executive officers and to their
associates. In 2015, the aggregate dollar amount of these loans to directors and executive officers who held office amounted to $40.6
58
million at the beginning of the year. During 2015, advances of $17.8 million, repayments of $7.7 million were made with respect to
related party loans for an aggregate dollar amount outstanding of $50.6 million at December 31, 2015.
Loans serviced for others, which are not reported as assets, total $511.4 million and $521.7 million at year-end 2015 and 2014.
Custodial escrow balances maintained in connection with serviced loans were $2.80 million and $2.59 million at year-end 2015 and
2014.
Activity for capitalized mortgage servicing rights (included in other assets) was as follows:
(Dollar amounts in thousands)
Servicing rights:
Beginning of year
Additions
Amortized to expense
End of year
December 31,
2014
2015
2013
$
$
1,863 $
531
(648 )
1,746 $
2,065 $
414
(616)
1,863 $
2,225
588
(748)
2,065
Third party valuations are conducted periodically for mortgage servicing rights. Based on these valuations, fair values were
approximately $3.1 million and $2.9 million at year end 2015 and 2014. There was no valuation allowance in 2015 or 2014.
Fair value for 2015 was determined using a discount rate of 10%, prepayment speeds ranging from 105% to 385%, depending on the
stratification of the specific right. Fair value at year end 2014 was determined using a discount rate of 10%, prepayment speeds
ranging from 112% to 403%, depending on the stratification of the specific right. Mortgage servicing rights are amortized over 8
years, the expected life of the sold loans.
6. ACQUISITIONS, DIVESTITURES AND FDIC INDEMNIFICATION ASSET:
The Bank is party to a loss sharing agreement with the Federal Deposit Insurance Corporation (“FDIC”) as a result of a 2009
acquisition. Under the loss-sharing agreement (“LSA”), the Bank will share in the losses on assets covered under the agreement
(referred to as covered assets). On losses up to $29 million, the FDIC agreed to reimburse the Bank for 80% of the losses. On losses
exceeding $29 million, the FDIC agreed to reimburse the Bank for 95% 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 $24.3 million for losses and carrying expenses. In 2014 the non-single family (NSF) loss period ended eliminating future
loss reimbursements only to the extent of recoveries received. There is no estimate for the loans subject to the loss-sharing
agreement identified in the allowance for loan loss evaluation as future potential losses at December 31, 2015. Loans covered by the
loss share agreement excluding AS 310-30 loans at December 31, 2015 and 2014 totaled $6.5 million and $7.3 million, respectively.
FASB ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, applies to a loan with evidence of
deterioration of credit quality since origination, acquired by completion of a transfer for which it is probable, at acquisition, that the
investor will be unable to collect all contractually required payments receivable. FASB ASC 310-30 prohibits carrying over or
creating an allowance for loan losses upon initial recognition. The carrying amount of loans accounted for in accordance with FASB
ASC 310-30 at December 31, 2015 and 2014, are shown in the following tables:
(Dollar amounts in thousands)
Beginning balance
Discount accretion
Disposals
ASC 310-30 Loans
Commercial
Consumer
$
$
4,803 $
—
(681)
4,122 $
1,571 $
—
(91)
1,480 $
2015
Total
6,374
—
(772)
5,602
59
(Dollar amounts in thousands)
Beginning balance
Discount accretion
Disposals
ASC 310-30 Loans
Commercial
Consumer
$
$
7,676 $
—
(2,873)
4,803 $
2,409 $
—
(838)
1,571 $
2014
Total
10,085
—
(3,711)
6,374
In February 2016, the Board of First Financial Corporation approved a plan to market the Corporation's insurance subsidiary, Forrest
Sherer, Inc. (FSI) for sale. Management has engaged a third party to market FSI and based on market analysis, no impairment is
indicated. The Corporation has entered into an exclusivity agreement with a possible third party buyer, subject to due diligence and
negotiating a definitive agreement. FSI has $13.0 million in total assets and total equity of $10.0 million at December 31, 2015. FSI
has total revenue of $7.6 million, $8.3 million and$8.2 million in 2015, 2014 and 2013, respectively. The net income was $168
thousand, $554 thousand and $592 thousand for 2015, 2014 and 2013, respectively.
7. ALLOWANCE FOR LOAN LOSSES:
The following table presents the activity of the allowance for loan losses by portfolio segment for the years ended
December 31, 2015, 2014 and 2013.
Allowance for Loan Losses:
(Dollar amounts in thousands)
Beginning balance
Provision for loan losses
Loans charged -off
Recoveries
Ending Balance
Commercial
$
Residential
December 31, 2015
Consumer
Unallocated
1,374 $
874
(866)
452
1,834 $
4,370 $
3,331
(4,810)
2,054
4,945 $
2,180 $
(495)
—
—
1,685 $
10,915 $
990
(2,852)
2,429
11,482 $
$
Allowance for Loan Losses:
(Dollar amounts in thousands)
Beginning balance
Provision for loan losses*
Loans charged -off
Recoveries
Ending Balance
3,650 $
3,401
(4,785)
2,104
4,370 $
* Provision before increase of $687 thousand in 2014 for decrease in FDIC indemnification asset
12,450 $
1,053
(3,522)
934
10,915 $
1,585 $
134
(1,143)
798
1,374 $
December 31, 2014
Consumer
Commercial
$
Residential
$
Unallocated
2,383 $
(203)
—
—
2,180 $
Allowance for Loan Losses:
(Dollar amounts in thousands)
Beginning balance
Provision for loan losses*
Loans charged -off
Recoveries
Ending Balance
Commercial
$
Residential
December 31, 2013
Consumer
Unallocated
5,426 $
629
(4,942)
472
1,585 $
3,879 $
1,985
(3,615)
1,401
3,650 $
1,666 $
717
—
—
2,383 $
10,987 $
3,144
(4,830)
3,149
12,450 $
$
* Provision before increase of $1.4 million in 2013 for decrease in FDIC indemnification asset
60
Total
18,839
4,700
(8,528)
4,935
19,946
Total
20,068
4,385
(9,450)
3,836
18,839
Total
21,958
6,475
(13,387)
5,022
20,068
The following tables present the allocation of the allowance for loan losses and the recorded investment in loans by portfolio
segment and based on impairment method at December 31, 2015 and 2014:
Allowance for Loan Losses:
(Dollar amounts in thousands)
Individually evaluated for impairment
Collectively evaluated for impairment
Acquired with deteriorated credit quality
BALANCE AT END OF YEAR
Loans
(Dollar amounts in thousands)
Individually evaluated for impairment
Collectively evaluated for impairment
Acquired with deteriorated credit quality
BALANCE AT END OF YEAR
$
$
$
$
December 31, 2015
Commercial
Residential
Consumer
Unallocated
Total
953 $
10,342
187
11,482 $
206 $
1,628
—
1,834 $
— $
4,945
—
4,945 $
— $
1,685
—
1,685 $
1,159
18,600
187
19,946
Commercial
Residential
Consumer
8,823 $
902 $
1,037,086
4,092
1,050,001 $
443,224
1,529
445,655 $
—
274,134
—
274,134
Total
9,725
1,754,444
5,621
1,769,790
$
$
Allowance for Loan Losses:
(Dollar amounts in thousands)
Individually evaluated for impairment
Collectively evaluated for impairment
Acquired with deteriorated credit quality
BALANCE AT END OF YEAR
Loans
(Dollar amounts in thousands)
Individually evaluated for impairment
Collectively evaluated for impairment
Acquired with deteriorated credit quality
BALANCE AT END OF YEAR
Commercial
$
1,911 $
8,733
271
10,915 $
$
December 31, 2014
Residential
Consumer
Unallocated
Total
— $
1,365
9
1,374 $
— $
4,370
—
4,370 $
— $
2,180
—
2,180 $
1,911
16,648
280
18,839
Commercial
$
14,573 $
1,030,949
4,887
1,050,409 $
$
Residential
33 $
468,872
1,631
470,536 $
Consumer
—
267,880
—
267,880
Total
14,606
1,767,701
6,518
1,788,825
$
$
61
The following table presents loans individually evaluated for impairment by class of loan.
December 31, 2015
Unpaid
Principal
Balance
Recorded
Investment
Allowance
for Loan
Losses
Allocated
Interest
Average
Recorded
Income
Investment Recognized Recognized
Cash Basis
Interest
Income
With no related allowance recorded:
Commercial
Commercial & Industrial
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
With an allowance recorded:
Commercial
Commercial & Industrial
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
$
1,516 $
—
3,202
—
1,760
1,223 $
—
3,202
—
1,760
— $
—
—
—
—
1,796 $
—
2,080
—
1,175
— $
—
—
—
—
29
—
—
—
—
—
—
998
—
1,415
—
225
873
—
—
—
—
29
—
—
—
—
—
—
998
—
1,415
—
225
873
—
—
—
—
—
—
—
—
—
—
—
212
—
741
—
—
206
—
—
—
—
18
—
—
—
—
—
—
3,463
—
3,682
—
483
460
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
10,018 $
$
—
—
9,725 $
—
—
1,159 $
—
—
13,157 $
—
—
— $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
62
December 31, 2014
Unpaid
Principal
Balance
Recorded
Investment
Allowance
for Loan
Losses
Allocated
Interest
Average
Recorded
Income
Investment Recognized Recognized
Cash Basis
Interest
Income
With no related allowance recorded:
Commercial
Commercial & Industrial
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
With an allowance recorded:
Commercial
Commercial & Industrial
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
$
1,200 $
—
—
—
292
926 $
—
—
—
292
— $
—
—
—
—
2,589 $
—
58
—
58
— $
—
—
—
—
—
—
—
—
—
—
—
7,388
—
6,654
—
827
33
—
—
—
—
—
—
—
—
—
—
—
5,874
—
6,654
—
827
33
—
—
—
—
—
—
—
—
—
—
—
1,056
—
753
—
102
—
—
—
—
—
5
—
—
—
—
—
—
6,177
—
6,698
—
1,112
35
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
16,394 $
—
—
14,606 $
$
—
—
1,911 $
—
—
16,732 $
—
—
— $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
63
December 31, 2013
Interest
Average
Income
Recorded
Investment Recognized Recognized
Cash Basis
Interest
Income
With no related allowance recorded:
Commercial
Commercial & Industrial
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
With an allowance recorded:
Commercial
Commercial & Industrial
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
$
1,555 $
—
26
—
—
— $
—
—
—
—
7
—
—
—
—
—
—
13,029
356
7,921
—
2,979
524
113
—
2,216
—
—
—
—
—
—
—
—
217
113
—
—
—
—
—
—
—
—
—
—
28,726 $
$
—
—
330 $
—
—
—
—
—
—
—
—
—
—
—
—
217
113
—
—
—
—
—
—
—
—
—
—
330
64
The following table presents the recorded investment in nonperforming loans by class of loans.
(Dollar amounts in thousands)
Commercial
Commercial & Industrial
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
(Dollar amounts in thousands)
Commercial
Commercial & Industrial
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
$
$
$
$
Loans Past
Due Over
90 Day Still
Accruing
December 31, 2015
Troubled Debt
Restructured
Accrual
Non-accrual
Non-accrual
— $
—
—
—
—
809
10
45
—
—
148
4
1,016 $
5 $
—
6
—
—
4,577
—
—
—
—
—
—
4,588 $
422 $
—
3,152
—
—
1,034
—
—
—
—
2
400
5,010 $
3,187
219
2,545
378
1,817
4,839
320
211
—
111
213
794
14,634
Loans Past
Due Over
90 Day Still
Accruing
December 31, 2014
Troubled Debt
Restructured
Accrual
Non-accrual
Non-accrual
7 $
—
10
—
—
4,357
—
—
—
—
257
1
4,632 $
4,961 $
—
3,987
—
—
842
—
—
—
—
83
269
10,142 $
3,720
79
3,388
767
1,258
3,861
404
275
—
111
210
961
15,034
— $
—
—
—
—
603
88
12
—
5
162
3
873 $
65
Covered loans included in loans past due over 90 days still on accrual are $37 thousand at December 31, 2015 and $37 thousand at
December 31, 2014. Covered loans included in non-accrual loans are $242 thousand at December 31, 2015 and $274 thousand at
December 31, 2014. No covered loans are deemed impaired at December 31, 2015. Non-performing loans include both smaller
balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.
During the years ending December 31, 2015 and 2014, the terms of certain loans were modified as troubled debt restructurings
(TDRs). The following tables present the activity for TDR's.
(Dollar amounts in thousands)
January 1,
Added
Charged Off
Payments
December 31,
(Dollar amounts in thousands)
January 1,
Added
Charged Off
Payments
December 31,
$
$
Commercial
$
Commercial
$
Residential
Consumer
5,189 $
748
(65)
(279)
5,593 $
614 $
342
(52)
(221)
683 $
Residential
Consumer
4,330 $
1,523
(93)
(571)
5,189 $
644 $
347
(109)
(268)
614 $
2015
Total
14,758
1,090
(117)
(5,871)
9,860
2014
Total
17,301
2,311
(1,271)
(3,583)
14,758
8,955 $
—
—
(5,371)
3,584 $
12,327 $
441
(1,069)
(2,744)
8,955 $
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 2015 or 2014 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.
During the years ended December 31, 2015 and 2014 the Corporation modified 57 and 69 loans respectively as troubled debt
restructrings. In 2015 all of the loans modified were smaller balance consumer loans and in 2014 there were 40 of the 69 loans
modified that were consumer in nature. There were no loans that were charged off within 12 months of the modification for
2015 or 2014.
The Corporation has allocated $25 thousand and $742 thousand of specific reserves to customers whose loan terms have been
modified in troubled debt restructurings at both December 31, 2015 and 2014, respectively. The Corporation has not committed to
lend additional amounts as of December 31, 2015 and 2014 to customers with outstanding loans that are classified as troubled debt
restructurings.
66
The following table presents the aging of the recorded investment in loans by past due category and class of loans.
December 31, 2015
(Dollar amounts in thousands)
Commercial
Commercial & Industrial
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
December 31, 2014
(Dollar amounts in thousands)
Commercial
Commercial & Industrial
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
Credit Quality Indicators:
30-59 Days
Past Due
60-89 Days
Past Due
Greater
than 90 days
Past Due
Total
Past Due
Current
Total
$
326 $
135
1,824
65
25
4,960
85
179
—
15
274 $
—
90
38
32
1,181
23
29
—
—
1,405 $
—
310
324
—
1,671
114
177
—
—
2,005 $
135
2,224
427
57
476,984 $
106,725
206,844
143,116
111,484
7,812
222
385
—
15
285,913
37,502
32,876
70,735
10,195
478,989
106,860
209,068
143,543
111,541
293,725
37,724
33,261
70,735
10,210
3,212
38
10,864 $
$
568
10
2,245 $
181
5
4,187 $
3,961
53
247,882
251,843
22,291
22,238
17,296 $ 1,752,494 $ 1,769,790
30-59 Days
Past Due
60-89 Days
Past Due
Greater
than 90 days
Past Due
Total
Past Due
Current
Total
$
574 $
—
1,528
246
255
6,011
141
270
—
112
416 $
—
68
18
—
963
33
83
—
—
3,046 $
—
202
502
—
1,522
310
217
—
5
4,036 $
—
1,798
766
255
451,549 $
95,452
232,440
149,099
115,014
8,496
484
570
—
117
308,068
40,043
31,487
72,310
8,961
455,585
95,452
234,238
149,865
115,269
316,564
40,527
32,057
72,310
9,078
3,026
114
12,277 $
$
557
7
2,145 $
180
3
5,987 $
3,763
124
246,169
242,406
21,711
21,587
20,409 $ 1,768,416 $ 1,788,825
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
67
consumer loans outstanding to a borrower who had commercial loans analyzed will be similarly risk rated. This analysis is
performed on a quarterly basis. The Corporation uses the following definitions for risk ratings:
Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left
uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s
credit position at some future date.
Substandard: Loans classified as substandard are inadequately protected by the current net worth and debt service capacity of the
borrower or of any pledged collateral. These loans have a well-defined weakness or weaknesses which have clearly jeopardized
repayment of principal and interest as originally intended. They are characterized by the distinct possibility that the institution will
sustain some future loss if the deficiencies are not corrected.
Doubtful: Loans classified as doubtful have all the weaknesses inherent in those graded substandard, with the added characteristic
that the severity of the weaknesses makes collection or liquidation in full highly questionable or improbable based upon currently
existing facts, conditions, and values.
Furthermore, non-homogeneous loans which were not individually analyzed, but are 90+ days past due or on non-accrual are
classified as substandard. Loans included in homogeneous pools, such as residential or consumer, may be classified as substandard
due to 90+ days delinquency, non-accrual status, bankruptcy, or loan restructuring.
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass
rated loans. Loans listed as not rated are either less than $100 thousand or are included in groups of homogeneous loans. As of
December 31, 2015 and 2014, and based on the most recent analysis performed, the risk category of loans by class of loans is as
follows:
Pass
Special
Mention
Substandard
Doubtful
Not Rated
Total
December 31, 2015
(Dollar amounts in thousands)
Commercial
Commercial & Industrial
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
$
417,880 $
93,418
180,659
121,244
95,850
20,422 $
6,387
8,114
11,964
2,649
32,778 $
5,208
19,857
8,419
10,887
4,594
387
86
1,602
—
8,598
669
505
—
24
96,146
11,701
7,493
68,972
886
10,287
2,930
$ 1,107,466 $
757 $
—
—
27
101
699
10
58
—
—
5,638 $
16
—
170
1,535
182,791
24,895
25,033
23
9,275
477,475
105,029
208,630
141,824
111,022
292,828
37,662
33,175
70,597
10,185
356
77
56,638 $
534
125
87,604 $
—
14
1,666 $
250,720
239,543
22,176
19,030
507,949 $ 1,761,323
68
December 31, 2014
(Dollar amounts in thousands)
Commercial
Commercial & Industrial
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
Pass
Special
Mention
Substandard
Doubtful
Not Rated
Total
$
393,449 $
85,772
186,346
138,713
101,942
29,081 $
7,618
21,765
7,399
4,356
24,013 $
436
25,613
1,746
7,055
5,929
375
173
1,801
—
7,733
1,374
561
1,249
28
104,854
12,592
8,112
69,080
1,799
11,135
3,169
$ 1,116,963 $
2,900 $
—
36
177
33
1,035
6
63
—
—
4,717 $
13
—
67
1,275
196,008
26,116
23,053
3
7,228
454,160
93,839
233,760
148,102
114,661
315,559
40,463
31,962
72,133
9,055
402
141
79,040 $
224
87
70,119 $
—
21
4,271 $
233,302
18,175
245,063
21,593
509,957 $ 1,780,350
8. PREMISES AND EQUIPMENT:
Premises and equipment are summarized as follows:
(Dollar amounts in thousands)
Land
Building and leasehold improvements
Furniture and equipment
Less accumulated depreciation
TOTAL
December 31,
2015
2014
$
$
11,627 $
55,532
46,796
113,955
(63,424)
50,531 $
11,353
55,074
45,602
112,029
(60,227)
51,802
Aggregate depreciation expense was $4.66 million, $4.98 million and $4.29 million for 2015, 2014 and 2013, respectively.
The Company leases certain branch properties and equipment under operating leases. Rent expense was $0.9 million, $0.9 million,
and $1.0 million for 2015, 2014, and 2013. Rent commitments, before considering renewal options that generally are present, were
as follows:
2016
2017
2018
2019
2020
Thereafter
$
$
906
566
440
320
185
1,192
3,609
69
9. GOODWILL AND INTANGIBLE ASSETS:
The Corporation completed its annual impairment testing of goodwill during the fourth quarter of 2015 and 2014. Management does
not believe any amount of goodwill is impaired.
Intangible assets subject to amortization at December 31, 2015 and 2014 are as follows:
2015
2014
(Dollar amounts in thousands)
Customer list intangible
Core deposit intangible
Gross
Amount
Accumulated
Amortization
Gross
Amount
$
$
4,771 $
10,836
15,607 $
4,309 $
8,120
12,429 $
Accumulated
Amortization
4,227
7,377
11,604
4,669 $
10,836
15,505 $
Aggregate amortization expense was $826 thousand, $1.03 million and $1.20 million for 2015, 2014 and 2013, respectively.
Estimated amortization expense for the next five years is as follows:
2016
2017
2018
2019
2020
10. DEPOSITS:
Scheduled maturities of time deposits for the next five years are as follows:
2016
2017
2018
2019
2020
$
In thousands
689
560
515
431
328
$
(dollar amounts in thousands)
221,863
93,701
52,865
24,487
18,471
•
SHORT-TERM BORROWINGS:
A summary of the carrying value of the Corporation's short-term borrowings at December 31, 2015 and 2014 is presented below:
(Dollar amounts in thousands)
Federal funds purchased
Repurchase-agreements
(Dollar amounts in thousands)
Average amount outstanding
Maximum amount outstanding at a month end
Average interest rate during year
Interest rate at year-end
$
$
$
2015
2014
850 $
32,981
33,831 $
21,192
26,823
48,015
2015
32,617
84,819
$
2014
45,697
96,452
0.21%
0.23%
0.22%
0.20%
Federal funds purchased are generally due in one day and bear interest at market rates. 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
70
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.
Securities are pledged to cover these liabilities, which are not covered by federal deposit insurance. The Corporation maintains
possession of and control over these securities.
Collateral pledged to repurchase agreements by remaining maturity are as follows:
Repurchase Agreements and Repurchase to Maturity
Transactions
(Dollar amounts in thousands)
Mortgage Backed Securities - Residential and Collateralized
Mortgage Obligations
Repurchase Agreements and Repurchase to Maturity
Transactions
(Dollar amounts in thousands)
Mortgage Backed Securities - Residential and Collateralized
Mortgage Obligations
12. OTHER BORROWINGS:
December 31, 2015
Remaining Contractual Maturity of the Agreements
Overnight
and
continuous
Up to 30
days
30 - 90
days
Greater
than 90
days
Total
$
10,420 $ 11,049 $ 10,794
$
718 $ 32,981
December 31, 2014
Remaining Contractual Maturity of the Agreements
Overnight
and
continuous
Up to 30
days
30 - 90
days
Greater
than 90
days
Total
$
14,786 $
5,749 $
5,670
$
618 $ 26,823
Other borrowings at December 31, 2015 and 2014 are summarized as follows:
(Dollar amounts in thousands)
FHLB advances
2015
2014
$
12,677 $
12,886
The aggregate minimum annual retirements of other borrowings are as follows:
2016
2017
2018
2019
2020
Thereafter
$
$
12,423
254
—
—
—
—
12,677
The Corporation's subsidiary banks are members of the Federal Home Loan Bank (FHLB) and accordingly are permitted to obtain
advances. The advances from the FHLB, aggregating $12.7 million, including $12.5 million at December 31, 2015 contractually due
and a purchase premium of $223 thousand, and $12.9 million, including $12.4 million at December 31, 2014 contractually due and a
purchase premium of $519 thousand, accrue interest, payable monthly, at annual rates, primarily fixed, varying from 0.6% to 6.6%
in 2015 and 3.1% to 6.6% in 2014. The advances are due at various dates through August 2017. FHLB advances are, generally, due
in full at maturity. They are secured by eligible securities totaling $70.3 million at December 31, 2015, and $83.6 million at
December 31, 2014, and a blanket pledge on real estate loan collateral. Based on this collateral and the Corporation's holdings of
FHLB stock, the Corporation is eligible to borrow up to $171.9 million at year end 2015. Certain advances may be prepaid, without
penalty, prior to maturity. The FHLB can adjust the interest rate from fixed to variable on certain advances, but those advances may
then be prepaid, without penalty.
13. INCOME TAXES:
71
Income tax expense is summarized as follows:
(Dollar amounts in thousands)
Federal:
Currently payable
Deferred
State:
Currently payable
Deferred
TOTAL
2015
2014
2013
$
$
9,890 $
(774 )
9,116
1,426
(150 )
1,276
10,392 $
9,388 $
2,120
11,508
1,928
753
2,681
14,189 $
10,177
740
10,917
3,629
(779)
2,850
13,767
The reconciliation of income tax expense with the amount computed by applying the statutory federal income tax rate of 35%
to income before income taxes is summarized as follows:
(Dollar amounts in thousands)
Federal income taxes computed at the statutory rate
Add (deduct) tax effect of:
Tax exempt income
ESOP dividend deduction
State tax, net of federal benefit
Affordable housing credits
Other, net
TOTAL
2015
2014
2013
$
14,206 $
16,786 $
15,856
(4,047 )
(164 )
829
(148 )
(284 )
10,392 $
(4,016)
(284)
1,743
(148)
108
14,189 $
(3,760)
(105)
1,852
(148)
72
13,767
$
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31,
2015 and 2014, are as follows:
(Dollar amounts in thousands)
Deferred tax assets:
Other than temporary impairment
Net unrealized losses on retirement plans
Loan loss provisions
Deferred compensation
Compensated absences
Post-retirement benefits
Deferred loss on acquisition
Other
GROSS DEFERRED ASSETS
Deferred tax liabilities:
Net unrealized gains on securities available-for-sale
Depreciation
Mortgage servicing rights
Pensions
Intangibles
Other
GROSS DEFERRED LIABILITIES
NET DEFERRED TAX ASSETS
2015
2014
$
5,411 $
12,007
7,755
6,257
917
2,026
1,177
2,887
38,437
(5,234)
(2,632)
(539)
(424)
(2,283)
(2,863)
(13,975)
24,462 $
$
5,417
16,068
7,232
6,637
894
2,014
1,377
2,185
41,824
(5,831)
(2,423)
(561)
(2,182)
(1,652)
(2,173)
(14,822)
27,002
Unrecognized Tax Benefits — A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
72
(Dollar amounts in thousands)
Balance at January 1
Additions based on tax positions related to the current year
Additions based on tax positions related to prior years
Reductions due to the statute of limitations
Balance at December 31
2015
2014
2013
$
$
589 $
68
—
(144 )
513 $
676 $
72
—
(159)
589 $
777
65
—
(166)
676
Of this total, $513 represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective
income tax rate in future periods. The Corporation does not expect the total amount of unrecognized tax benefits to significantly
increase or decrease in the next 12 months.
The total amount of interest and penalties recorded in the income statement for the years ended December 31, 2015, 2014 and 2013
was an expense decrease of $17, $21 and $31, respectively. The amount accrued for interest and penalties at December 31, 2015,
2014 and 2013 was $27, $44 and $65, respectively.
The Corporation and its subsidiaries are subject to U.S. federal income tax as well as income tax of the states of Indiana and Illinois.
The Corporation is no longer subject to examination by taxing authorities for years before 2012.
14. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK:
The Corporation is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing
needs of its customers. These financial instruments include conditional commitments and commercial letters of credit. The financial
instruments involve to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in the financial
statements. The Corporation's maximum exposure to credit loss in the event of nonperformance by the other party to the financial
instrument for commitments to make loans is limited generally by the contractual amount of those instruments. The Corporation
follows the same credit policy to make such commitments as is followed for those loans recorded in the consolidated financial
statements.
Commitment and contingent liabilities are summarized as follows at December 31:
(Dollar amounts in thousands)
Home Equity
Commercial Operating Lines
Other Commitments
TOTAL
Commercial letters of credit
2015
$
52,711 $
259,019
53,026
364,756 $
$
$
2014
54,388
249,354
50,850
354,592
7,195 $
7,684
The majority of commercial operating lines and home equity lines are variable rate, while the majority of other commitments to fund
loans are fixed rate. Fixed rate commitments had a range of interest rates from 3.25% to 6.50% in 2015. In 2014 this range of rates
was from 3.25% to 5.25%. Since many commitments to make loans expire without being used, these amounts do not necessarily
represent future cash commitments. Collateral obtained upon exercise of the commitment is determined using management's credit
evaluation of the borrower, and may include accounts receivable, inventory, property, land and other items. The approximate
duration of these commitments is generally one year or less.
Derivatives: The Corporation enters into derivative instruments for the benefit of its customers. At the inception of a derivative
contract, the Corporation designates the derivative as an instrument with no hedging designation ("standalone derivative"). Changes
in the fair value of derivatives are reported currently in earnings as non-interest income. Net cash settlements on derivatives that do
not qualify for hedge accounting are reported in non-interest income.
First Financial Bank offers clients the ability on certain transactions to enter into interest rate swaps. Typically, these are pay fixed,
receive floating swaps used in conjunction with commercial loans. These derivative contracts do not qualify for hedge accounting.
The Bank hedges the exposure to these contracts by entering into offsetting contracts with substantially matching terms. The
notional amount of these interest rate swaps was $21.3 and $13.1 million at December 31, 2015 and 2014. The fair value of these
contracts combined was zero, as gains offset losses. The gross gain and loss associated with these interest rate swaps was $1.2
million and $1.1 million at December 31, 2015 and 2014.
73
15. RETIREMENT PLANS:
Employees of the Corporation are covered by a retirement program that consists of a defined benefit plan and an employee stock
ownership plan (ESOP). Plan assets consist primarily of the Corporation's stock and obligations of U.S. Government agencies.
Benefits under the defined benefit plan are actuarially determined based on an employee's service and compensation, as defined, and
funded as necessary. This plan was frozen for the majority of employees as of December 31, 2012.Those employees will be eligible
to participate in a 401K plan that the Corporation can contribute a discretionary match of the pay contributed by the employee. In
addition the ESOP plan will continue in place for all employees.
Assets in the ESOP are considered in calculating the funding to the defined benefit plan required to provide such benefits. Any
shortfall of benefits under the ESOP are to be provided by the defined benefit plan. The ESOP may provide benefits beyond those
determined under the defined benefit plan. Contributions to the ESOP are determined by the Corporation's Board of Directors. The
Corporation made contributions to the defined benefit plan of $1.84 million, $3.24 million and $2.11 million in 2015, 2014 and
2013. The Corporation contributed $1.29 million, $1.25 million and $1.22 million to the ESOP in 2015, 2014 and 2013. There were
contributions of $746 thousand, $716 thousand and $629 thousand to the ESOP for employees no longer participating in the defined
benefit plan in 2015, 2014 and 2013 respectively.
The Corporation uses a measurement date of December 31.
Net periodic benefit cost and other amounts recognized in other comprehensive income included the following components:
(Dollar amounts in thousands)
Service cost - benefits earned
Interest cost on projected benefit obligation
Loss due to settlement
Expected return on plan assets
Net amortization and deferral
Net periodic pension cost
Net loss (gain) during the period
Adjustment to loss due to settlement
Settlement
Amortization of prior service cost
Amortization of unrecognized gain (loss)
Total recognized in other comprehensive (income) loss
Total recognized net periodic pension cost and other comprehensive income
2015
2014
2013
2,153 $
3,516
—
(3,452 )
2,065
4,282
(1,894 )
—
—
(1 )
(2,064 )
(3,959 )
323 $
2,040 $
3,756
2,676
(3,794)
750
5,428
23,111
(2,676)
(7,148)
9
(759)
12,537
17,965 $
2,238
3,383
—
(3,309)
2,075
4,387
(14,697)
—
—
16
(2,091)
(16,772)
(12,385)
$
$
The estimated net loss and prior service costs (credits) for the defined benefit pension plan that will be amortized from accumulated
other comprehensive income into net periodic benefit cost over the next fiscal year are $1.9 million and $1 thousand.
74
The information below sets forth the change in projected benefit obligation, reconciliation of plan assets, and the funded status of
the Corporation's retirement program. Actuarial present value of benefits is based on service to date and present pay levels.
(Dollar amounts in thousands)
Change in benefit obligation:
Benefit obligation at January 1
Service cost
Interest cost
Actuarial (gain) loss
Settlement
Benefits paid
Benefit obligation at December 31
Reconciliation of fair value of plan assets:
Fair value of plan assets at January 1
Actual return on plan assets
Employer contributions
Settlement
Benefits paid
Fair value of plan assets at December 31
Funded status at December 31 (plan assets less benefit obligation)
2015
2014
$
$
98,135 $
2,153
3,516
(8,802)
—
(4,147)
90,855
62,565
(205)
2,389
—
(4,147)
60,602
(30,253) $
81,469
2,040
3,756
22,274
(7,148)
(4,256)
98,135
67,233
2,957
3,779
(7,148)
(4,256)
62,565
(35,570)
Amounts recognized in accumulated other comprehensive income at December 31, 2015 and 2014 consist of:
(Dollar amounts in thousands)
Net loss (gain)
Prior service cost (credit)
2015
2014
$
$
33,502 $
6
33,508 $
29,544
5
29,549
The accumulated benefit obligation for the defined benefit pension plan was $85.1 million and $91.5 million at year-end
2015 and 2014.
Principal assumptions used to determine pension benefit obligation at year end:
Discount rate
Rate of increase in compensation levels
Principal assumptions used to determine net periodic pension cost:
Discount rate
Rate of increase in compensation levels
Expected long-term rate of return on plan assets
2015
2014
4.34%
3.00
3.95%
3.00
2015
2014
3.95%
3.00
6.00
4.95%
3.50
6.00
The expected long-term rate of return was estimated using market benchmarks for equities and bonds applied to the plan's target
asset allocation. Management estimated the rate by which plan assets would perform based on historical experience as adjusted for
changes in asset allocations and expectations for future return on equities as compared to past periods.
75
Plan Assets — The Corporation's pension plan weighted-average asset allocation for the years 2015 and 2014 by asset category
are as follows:
ASSET CATEGORY
Equity securities
Debt securities
Other
TOTAL
Pension Plan
Target
Allocation
2015
ESOP
Target
Allocation
2015
Pension
Pecentage of Plan
Assets at December 31,
ESOP
Pecentage of Plan
Assets at December 31,
2015
2014
2015
2014
40-65%
35-60%
0-10%
95-99%
0-0%
0-5%
63%
35%
2%
100%
59%
38%
3%
100%
100%
—%
—%
100%
99%
—%
1%
100%
Fair Value of Plan Assets — Fair value is the exchange price that would be received for an asset in the principal or most
advantageous market for the asset in an orderly transaction between market participants on the measurement date. It also 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 Corporation used the following methods and significant assumptions to estimate the fair value of each type of financial
instrument:
Equity, Debt, Investment Funds and Other Securities — The fair values for investment securities are determined by quoted
market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market
prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair
values are calculated using discounted cash flows or other market indicators (Level 3).
The fair value of the plan assets at December 31, 2015 and 2014, by asset category, is as follows:
(Dollar amounts in thousands)
Plan assets
Equity securities
Debt securities
Investment Funds
Total plan assets
(Dollar amounts in thousands)
Plan assets
Equity securities
Debt securities
Investment Funds
Total plan assets
Fair Value Measurments at
December 31, 2015 Using:
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Observable
Inputs
(Level 3)
Total
44,052 $
14,264
2,286
60,602 $
44,052 $
—
2,286
46,338 $
— $
14,264
—
14,264 $
—
—
—
—
Fair Value Measurments at
December 31, 2014 Using:
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Observable
Inputs
(Level 3)
Total
44,732 $
15,245
2,588
62,565 $
44,732 $
—
2,588
47,320 $
— $
15,245
—
15,245 $
—
—
—
—
$
$
$
$
The investment objective for the retirement program is to maximize total return without exposure to undue risk. Asset allocation
favors equities. This target includes the Corporation's ESOP, which is fully invested in corporate stock. Other investment allocations
include fixed income securities and cash.
76
The plan is prohibited from investing in the following: private placement equity and debt transactions; letter stock and uncovered
options; short-sale margin transactions and other specialized investment activity; and fixed income or interest rate futures. All other
investments not prohibited by the plan are permitted.
Equity securities in the defined benefit plan include First Financial Corporation common stock in the amount of $20.4 million (34
percent of total plan assets) and $22.5 million (36 percent of total plan assets) at December 31, 2015 and 2014, respectively. In
addition the ESOP for non plan participants holds an estimated $2.1 million and $1.4 million of First Financial Corporation stock at
December 31, 2015 and December 31, 2014 respectively. Other equity securities are predominantly stocks in large cap U.S.
companies.
Contributions — The Corporation expects to contribute $2.7 million to its pension plan and $1.1 million to its ESOP in 2016.
Estimated Future Payments — The following benefit payments, which reflect expected future service, are expected:
PENSION BENEFITS
(Dollar amounts in thousands)
2016
2017
2018
2019
2020
2021-2025
$
4,752
4,879
5,000
5,281
5,428
30,078
Supplemental Executive Retirement Plan — The Corporation has established a Supplemental Executive Retirement Plan (SERP)
for certain executive officers. The provisions of the SERP allow the Plan's participants who are also participants in the Corporation's
defined benefit pension plan to receive supplemental retirement benefits to help recompense for benefits lost due to the imposition
of IRS limitations on benefits under the Corporation's tax qualified defined benefit pension plan. Expenses related to the plan were
$437 thousand in 2015 and $268 thousand in 2014. The plan is unfunded and has a measurement date of December 31. The amounts
recognized in other comprehensive income in the current year are as follows:
(Dollar amounts in thousands)
Net loss (gain) during the period
Amortization of prior service cost
Amortization of unrecognized gain (loss)
Total recognized in other comprehensive (income) loss
2015
2014
2013
$
$
(255) $
—
(88 )
(343) $
932 $
—
(7)
925 $
(333)
—
(68)
(401)
The Corporation has $3.7 million and $3.6 million recognized in the balance sheet as a liability at December 31, 2015 and 2014.
Amounts in accumulated other comprehensive income consist of $900 thousand net loss at December 31, 2015 and $1.2 million net
loss at December 31, 2014. The estimated loss for the SERP that will be amortized from accumulated other comprehensive income
into net periodic benefit cost over the next fiscal year is $57 thousand.
Estimated Future Payments — The following benefit payments, which reflect expected future service, are expected:
(Dollar amounts on thousands)
2016
2017
2018
2019
2020
2021-2025
Post-retirement medical benefits —
77
$
—
315
320
325
331
1,762
The Corporation also provides medical benefits to certain employees subsequent to their retirement. The Corporation uses a
measurement date of December 31. Accrued post-retirement benefits as of December 31, 2015 and 2014 are as follows:
(Dollar amounts in thousands)
Change in benefit obligation:
Benefit obligation at January 1
Service cost
Interest cost
Plan participants' contributions
Actuarial (gain) loss
Benefits paid
Benefit obligation at December 31
Funded status at December 31
December 31,
2015
2014
$
$
$
4,559 $
63
173
57
(200)
(269)
4,383 $
4,383 $
4,088
53
175
39
456
(252)
4,559
4,559
Amounts recognized in accumulated other comprehensive income consist of a net loss of $318 thousand at December 31, 2015 and
$521 thousand net loss at December 31, 2014. The post-retirement benefits paid in 2015 and 2014 of $269 thousand and $252
thousand, respectively, were fully funded by company and participant contributions.
There is no estimated transition obligation for the post-retirement benefit plan that will be amortized from accumulated other
comprehensive income into net periodic benefit cost over the next fiscal year.
Weighted average assumptions at December 31:
December 31,
2015
2014
4.34%
5.00%
5.00
2015
3.95%
7.50%
5.00
2015
Years Ended December 31,
2014
2015
2013
$
$
63 $
173
—
—
236
(200 )
—
(200 )
36 $
53 $
175
—
—
228
456
—
456
684 $
68
173
60
—
301
(338)
(59)
(397)
(96)
Discount rate
Initial weighted health care cost trend rate
Ultimate health care cost trend rate
Year that the rate is assumed to stabilize and remain unchanged
Post-retirement health benefit expense included the following components:
(Dollar amounts in thousands)
Service cost
Interest cost
Amortization of transition obligation
Recognized actuarial loss
Net periodic benefit cost
Net loss (gain) during the period
Amortization of prior service cost
Total recognized in other comprehensive income (loss)
Total recognized net periodic benefit cost and other comprehensive income
78
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-
point change in the assumed health care cost trend rates would have the following effects:
(Dollar amounts in thousands)
Effect on total of service and interest cost components
Effect on post-retirement benefit obligation
1% Point
Increase
1% Point
Decrease
$
2 $
37
1
34
Contributions — The Corporation expects to contribute $262 thousand to its other post-retirement benefit plan in 2016.
Estimated Future Payments — The following benefit payments, which reflect expected future service, are expected:
(Dollar amounts in thousands)
2016
2017
2018
2019
2020
2021-2025
$
262
268
267
269
275
1,387
The Corporation's post retirement benefit plans described above were all impacted by the introduction of new mortality tables
that were introduced in 2014. Each plan experienced an increase in benefit obligation during 2014 of which approximately $8.5
million is attributable to the adoption of these new tables.
16. STOCK BASED COMPENSATION:
On February 5, 2011, the Corporation's Board of Directors adopted and approved the First Financial Corporation 2011 Omnibus
Equity Incentive Plan (the "2011 Stock Incentive Plan") effective upon the approval of the Plan by the Company's shareholders,
which occurred on April 20, 2011 at the Corporation’s annual meeting of shareholders. The 2011 Stock Incentive Plan provides for
the grant of non qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and
incentive awards. An aggregate of 700,000 shares of common stock are reserved for issuance under the 2011 Stock Incentive Plan.
Shares issuable under the 2011 Stock Incentive Plan may be authorized and unissued shares of common stock or treasury shares.
During the first quarter of 2015 and 2014, the Compensation Committee of the Board of Directors of the Company granted
restricted stock awards to certain executive officers pursuant to the Corporation's annual performance-based stock incentive bonus
plan. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at the grant
date. The value of the awards was determined by dividing the award amount by the closing price of a share of Company common
stock on the grant dates. The restricted stock awards vest as follows — 33% on the first anniversary, 33% on the second anniversary
and the remaining 34% on the third anniversary of the earned date. The Corporation has the right retain shares to satisfy any
withholding tax obligation. A total of 111,564 shares of restricted common stock of the Company were granted under the 2011 Stock
Incentive Plan. A total of 588,436 remain to be granted under this plan.
Restricted Stock
79
Restricted stock awards require certain service-based or performance requirements and have a vesting period of 3 years.
Compensation expense is recognized over the vesting period of the award based on the fair value of the stock at the date of
issue. Compensation related to the plan was $684 thousand, $1.02 million and $733 thousand in 2015, 2014 and 2013,
respectively.
(shares in thousands)
Nonvested balance at January 1,
Granted during the year
Vested during the year
Forfeited during the year
Nonvested balance at December 31,
2015
Weighted
Average
Grant Date
Fair Value
31.63
33.87
32.13
—
33.26
2014
Weighted
Average
Grant Date
Fair Value
33.49
32.17
33.52
—
31.63
Number
Outstanding
30,496
22,019
(30,431)
—
22,084
Number
Outstanding
22,084
19,683
(21,301)
—
20,466
As of December 31, 2015 and 2014, there was $680 thousand and $698 thousand, respectively of total unrecognized
compensation cost related to non-vested shares granted under the Plan. The cost is expected to be recognized over a weighted-
average period of 1.5 years. The total fair value of the shares vested during the years ended December 31, 2015 and 2014 was
$723 thousand and $1.1 million, respectively.
17. OTHER COMPREHENSIVE INCOME (LOSS):
The following table summarizes the changes, net of tax within each classification of accumulated other comprehensive income
for the years ended December 31, 2015 and 2014.
Unrealized
gains and
Losses on
available-
for-sale
Securities
2015
Retirement
plans
Total
10,278 $
(1,214)
(11)
(1,225)
9,053 $
(24,807) $
1,433
4,920
6,353
(18,454) $
(14,529)
219
4,909
5,128
(9,401)
Unrealized
gains and
Losses on
available-
for-sale
Securities
2014
Retirement
plans
(3,635) $
13,911
2
13,913
10,278 $
(10,334) $
(14,934 )
461
(14,473 )
(24,807) $
Total
(13,969)
(1,023)
463
(560)
(14,529)
$
$
$
$
(Dollar amounts in thousands)
Beginning balance, January 1
Change in other comprehensive income before reclassification
Amounts reclassified from accumulated other comprehensive
income
Net current period other comprehensive income (loss)
Ending balance, December 31
(Dollar amounts in thousands)
Beginning balance, January 1
Change in other comprehensive income before reclassification
Amounts reclassified from accumulated other comprehensive
income
Net current period other comprehensive income (loss)
Ending balance, December 31
80
(Dollar amounts in thousands)
Unrealized gains (losses) on securities available-for-sale
without other than temporary impairment
Unrealized gains (losses) on securities available-for-sale
with other than temporary impairment
Total unrealized gain (loss) on securities available-for-sale
Unrealized loss on retirement plans
TOTAL
(Dollar amounts in thousands)
Unrealized gains (losses) on securities available-for-sale
without other than temporary impairment
Unrealized gains (losses) on securities available-for-sale
with other than temporary impairment
Total unrealized gain (loss) on securities available-for-sale
Unrealized loss on retirement plans
TOTAL
Balance
at
1/1/2015
Current
Period
Change
Balance
at
12/31/2015
7,164 $
(1,081) $
6,083
3,114
10,278 $
(24,807)
(14,529) $
(144)
(1,225) $
6,353
5,128 $
2,970
9,053
(18,454)
(9,401)
Balance
at
1/1/2014
Current
Period
Change
Balance
at
12/31/2014
(2,499) $
9,663 $
7,164
(1,136)
(3,635) $
(10,334)
(13,969) $
4,250
13,913 $
(14,473)
(560) $
3,114
10,278
(24,807)
(14,529)
$
$
$
$
$
$
Details about accumulated
other comprehensive
income components
Unrealized gains and losses
on available-for-sale
securities
Amortization of
retirement plan items
Total reclassifications for the period
$
$
$
$
$
Balance as of December 31, 2015
Amount reclassified from
accumulated other
comprehensive income
(in thousands)
Affected line item in
the statement where
net income is presented
17
(6)
11
Net securities gains (losses)
Income tax expense
Net of tax
(a)
(8,066)
3,146
(4,920)
(4,909)
Income tax expense
Net of tax
Net of tax
(a) Included in the computation of net periodic benefit cost which is included in salaries and benefits. (see Footnote 15 for
additional details).
81
Details about accumulated
other comprehensive
income components
Unrealized gains and losses
on available-for-sale
securities
Amortization of
retirement plan items
Total reclassifications for the period
$
$
$
$
$
Balance as of December 31, 2014
Amount reclassified from
accumulated other
comprehensive income
(in thousands)
(3)
1
(2)
(756)
295
(461)
(463)
(a)
Affected line item in
the statement where
net income is presented
Net securities gains (losses)
Income tax expense
Net of tax
Income tax expense
Net of tax
Net of tax
(a) Included in the computation of net periodic benefit cost which is included in salaries and benefits. (see Footnote 15 for
additional details).
Details about accumulated
other comprehensive
income components
Unrealized gains and losses
on available-for-sale
securities
Amortization of
retirement plan items
Total reclassifications for the period
$
$
$
$
$
Balance at December 31, 2013
Amount reclassified from
accumulated other
comprehensive income
(in thousands)
Affected line item in
the statement where
net income is presented
423
(169)
254
Net securities gains (losses)
Income tax expense
Net of tax
(a)
(17,615)
7,046
(10,569)
(10,315)
Income tax expense
Net of tax
Net of tax
(a) Included in the computation of net periodic benefit cost which is included in salaries and benefits. (see Footnote 15 for
additional details).
18. REGULATORY MATTERS:
The Corporation and its bank affiliates are subject to various regulatory capital requirements administered by the federal banking
agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—
actions by regulators that, if undertaken, could have a direct material effect on the Corporation's financial statements.
Further, the Corporation's primary source of funds to pay dividends to shareholders is dividends from its subsidiary banks and
compliance with these capital requirements can affect the ability of the Corporation and its banking affiliates to pay dividends. At
December 31, 2015, approximately $41.6 million of undistributed earnings of the subsidiary banks, included in consolidated
retained earnings, were available for distribution to the Corporation without regulatory approval. Under capital adequacy guidelines
and the regulatory framework for prompt corrective action, the Corporation and Banks must meet specific capital guidelines that
involve quantitative measures of the Corporation's assets, liabilities, and certain off-balance-sheet items as calculated under
regulatory accounting practices. The Corporation's and Banks' capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings and other factors.
82
Quantitative measures established by regulation to ensure capital adequacy require the Corporation and Banks to maintain minimum
amounts and ratios of Total, Common equity tier I capital and Tier I Capital to risk-weighted assets, and of Tier I Capital to average
assets. Management believes, as of December 31, 2015 and 2014, that the Corporation meets all capital adequacy requirements to
which it is subject.
As of December 31, 2015, 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, Common equity tier I capital, 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 banks' category.
The following table presents the actual and required capital amounts and related ratios for the Corporation and First Financial
Bank, N.A., at year-end 2015 and 2014.
(Dollar amounts in thousands)
Total risk-based capital
Corporation – 2015
Corporation – 2014
First Financial Bank – 2015
First Financial Bank – 2014
Common equity tier I capital
Corporation – 2015
Corporation – 2014
First Financial Bank – 2015
First Financial Bank – 2014
Tier I risk-based capital
Corporation – 2015
Corporation – 2014
First Financial Bank – 2015
First Financial Bank – 2014
Tier I leverage capital
Corporation – 2015
Corporation – 2014
First Financial Bank – 2015
First Financial Bank – 2014
Actual
Amount
Ratio
For Capital
Adequacy Purposes
Ratio
Amount
To Be Well Capitalized
Under Prompt Corrective
Action Provisions
Amount
Ratio
$ 398,903
$ 386,622
372,922
358,631
$ 378,957
N/A
355,853
N/A
$ 378,957
$ 367,783
355,853
342,452
$ 378,957
$ 367,783
355,853
342,452
18.62% $ 171,346
17.86% $ 173,211
165,261
18.05%
167,472
17.13%
17.69% $
N/A
17.23%
N/A
96,382
N/A
92,959
N/A
17.69% $ 128,509
16.99% $ 129,908
123,945
17.23%
125,604
16.36%
12.92% $ 117,352
12.33% $ 119,356
113,888
12.50%
115,770
11.83%
8.00%
8.00%
8.00%
8.00%
4.50%
N/A
4.50%
N/A
6.00%
6.00%
6.00%
6.00%
4.00%
4.00%
4.00%
4.00%
N/A
N/A
206,576
209,340
N/A
N/A
134,274
N/A
N/A
N/A
165,261
167,472
N/A
N/A
142,360
144,712
N/A
N/A
10.00%
10.00%
N/A
N/A
6.50%
N/A
N/A
N/A
8.00%
8.00%
N/A
N/A
5.00%
5.00%
83
19. PARENT COMPANY CONDENSED FINANCIAL STATEMENTS:
The parent company’s condensed balance sheets as of December 31, 2015 and 2014, and the related condensed statements of income
and comprehensive income and cash flows for each of the three years in the period ended December 31, 2015, are as follows:
(Dollar amounts in thousands)
ASSETS
Cash deposits in affiliated banks
Investments in subsidiaries
Land and headquarters building, net
Other
Total Assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Dividends payable
Other liabilities
TOTAL LIABILITIES
Shareholders' Equity
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
December 31,
2015
2014
$
1,782 $
413,117
5,588
12
420,499 $
3,639
396,486
5,791
103
406,019
6,243 $
3,940
10,183
410,316
420,499 $
6,341
5,464
11,805
394,214
406,019
$
$
$
Years Ended December 31,
2014
2015
2013
$
$
$
19,397 $
795
(2,314 )
17,878
815
18,693
11,503
30,196 $
26,530 $
724
(2,747)
24,507
1,156
25,663
8,109
33,772 $
7,130
1,144
(3,113)
5,161
988
6,149
25,385
31,534
35,324 $
33,212 $
25,037
(Dollar amounts in thousands)
Dividends from subsidiaries
Other income
Other operating expenses
Income before income taxes and equity in undistributed earnings of subsidiaries
Income tax benefit
Income before equity in undistributed earnings of subsidiaries
Equity in undistributed earnings of subsidiaries
Net income
Comprehensive income
84
CONDENSED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Equity in undistributed earnings
Contribution of shares to ESOP
Securities (gains) losses
Restricted stock compensation
Increase (decrease) in other liabilities
(Increase) decrease in other assets
NET CASH FROM OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of securities available-for-sale
Purchase of furniture and fixtures
NET CASH FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock
Dividends paid
NET CASH FROM FINANCING ACTIVITES
NET (DECREASE) INCREASE IN CASH
CASH, BEGINNING OF YEAR
CASH, END OF YEAR
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest
Income taxes
20. SELECTED QUARTERLY DATA (UNAUDITED):
Years Ended December 31,
2014
2015
2013
$
30,196 $
33,772 $
31,534
203
(11,503 )
1,294
—
684
(1,524 )
188
19,538
—
(65 )
(65 )
196
(8,109)
1,253
—
1,072
(473)
155
27,866
—
(1,299)
(1,299)
173
(25,385)
1,218
(420)
611
(512)
485
7,704
740
(5)
735
(8,698 )
(12,632 )
(21,330 )
(1,857 )
3,639
1,782 $
(14,633)
(12,949)
(27,582)
(1,015)
4,654
3,639 $
—
(12,766)
(12,766)
(4,327)
8,981
4,654
— $
12,869 $
— $
—
9,354 $
13,822
$
$
$
2015
(Dollar amounts in thousands)
Interest
Income
Interest
Expense
Net Interest
Income
March 31 $
June 30 $
September 30 $
December 31 $
27,078 $
26,977 $
27,603 $
27,018 $
1,083 $
1,053 $
1,027 $
1,006 $
25,995 $
25,924 $
26,576 $
26,012 $
2014
Provision
For Loan
Losses
Net Income
1,450 $
1,150 $
1,050 $
1,050 $
7,761 $
6,923 $
8,398 $
7,114 $
Net Income
Per Share
0.60
0.54
0.65
0.56
(Dollar amounts in thousands)
Interest
Income
Interest
Expense
Net
Interest
Income
Provision
For Loan
Losses
Net Income
March 31 $
June 30 $
September 30 $
December 31 $
28,824 $
28,115 $
28,376 $
28,043 $
1,682 $
1,509 $
1,231 $
1,104 $
27,142 $
26,606 $
27,145 $
26,939 $
1,960 $
(356) $
1,506 $
1,962 $
7,831 $
8,488 $
8,272 $
9,181 $
Net Income
Per Share
0.59
0.63
0.62
0.71
85
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
ITEM 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation (the “Evaluation”), under the supervision and
with the participation of our Chief Executive Officer (“CEO”), who serves as our principal executive officer, and Chief
Financial Officer (“CFO”), who serves as our principal financial officer, of the effectiveness of our disclosure controls and
procedures (“Disclosure Controls”). Based on the Evaluation, our CEO and CFO concluded that our Disclosure Controls are
effective and designed to ensure that the information required to be included in our periodic SEC reports is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Controls Over Financial Reporting
There was no change in the Corporation’s internal control over financial reporting that occurred during the Corporation’s fourth
fiscal quarter of 2015 that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control
over financial reporting.
Management’s Report on Internal Control Over Financial Reporting and Attestation Report of the Registered Public
Accounting Firm
“Management’s Report on Internal Control over Financial Reporting” and “Report of Independent Registered Public
Accounting Firm” are included in Item 8 hereof and incorporated by reference.
ITEM 9B.
OTHER INFORMATION Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
In accordance with the provisions of General Instruction G to Form 10-K, the information required for disclosure under Item 10
is not set forth herein because the Corporation intends to file with the Securities and Exchange Commission a definitive Proxy
Statement pursuant to Regulation 14A not later than 120 days following the end of its 2015 fiscal year, which Proxy Statement
will contain such information. The information required by Item 10 is incorporated herein by reference to such Proxy
Statement.
ITEM 11. EXECUTIVE COMPENSATION
In accordance with the provisions of General Instruction G to Form 10-K, the information required for disclosure under Item 11
is not set forth herein because the Corporation intends to file with the Securities and Exchange Commission a definitive Proxy
Statement pursuant to Regulation 14A not later than 120 days following the end of its 2015 fiscal year, which Proxy Statement
will contain such information. The information required by Item 11 is incorporated herein by reference to such Proxy
Statement.
86
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
In accordance with the provisions of General Instruction G to Form 10-K, certain information required for disclosure under
Item 12 (relating to Item 403 of Regulation S-K) is not set forth herein because the Corporation intends to file with the
Securities and Exchange Commission a definitive Proxy Statement pursuant to Regulation 14A not later than 120 days
following the end of its 2015 fiscal year, which Proxy Statement will contain such information. Such information required by
Item 12 is incorporated herein by reference to such Proxy Statement.
Following is the information required by Item 12 relating to Item 201 (d) of Regulation S-K.
Equity Compensation Plan Information
The following table provides certain information as of December 31, 2015 with respect to the Corporation’s equity
compensation plans under which equity securities of the Company are authorized for issuance.
Plan Category
Equity compensation plans
approved by security holders (2)
Equity compensation plans not
approved by security holders (3)
Total
Number of Securities to be
issued upon exercise of
outstanding options, warrants
and rights
Weighted average exercise price
of outstanding options, warrants
and rights
Number of securities
remaining (1)
—
—
—
—
—
—
588,436
—
588,436
(1) Available for future issuance under equity compensation plans (excluding securities reflected in the first column).
(2) Includes the First Financial Corporation 2011 Omnibus Equity Incentive Plan.
(3) The Corporation has no equity compensation plan that has not been authorized by its stockholders.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
In accordance with the provisions of General Instruction G to Form 10-K, the information required for disclosure under Item 13
is not set forth herein because the Corporation intends to file with the Securities and Exchange Commission a definitive Proxy
Statement pursuant to Regulation 14A not later than 120 days following the end of its 2015 fiscal year, which Proxy Statement
will contain such information. The information required by Item 13 is incorporated herein by reference to such Proxy
Statement.
87
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
In accordance with the provisions of General Instruction G to Form 10-K, the information required for disclosure under Item 14
is not set forth herein because the Corporation intends to file with the Securities and Exchange Commission a definitive Proxy
Statement pursuant to Regulation 14A not later than 120 days following the end of its 2015 fiscal year, which Proxy Statement
will contain such information. The information required by Item 14 is incorporated herein by reference to such Proxy
Statement.
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
PART IV
(a) (1) The following consolidated financial statements of the Registrant and its subsidiaries are filed as part of this
document under “Item 8. Financial Statements and Supplementary Data.”
Consolidated Balance Sheets—December 31, 2015 and 2014
Consolidated Statements of Income and Comprehensive Income—Years ended December 31, 2015, 2014, and 2013
Consolidated Statements of Changes in Shareholders’ Equity—Years ended December 31, 2015, 2014, and 2013
Consolidated Statements of Cash Flows—Years ended December 31, 2015, 2014, and 2013
Notes to Consolidated Financial Statements
(a) (2) Schedules to the Consolidated Financial Statements required by Article 9 of Regulation S-X are not required,
inapplicable, or the required information has been disclosed elsewhere.
(a) (3) Listing of Exhibits:
Exhibit Number
Description
3.1
3.2
10.1*
10.2*
10.5*
10.6*
10.7*
10.9*
10.10*
10.11*
10.12*
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 August 24, 2012.
Employment Agreement for Norman L. Lowery, effective July 1, 2015, incorporated by reference to
Exhibit 10.01 of the Corporation’s Form 8-K filed June 24, 2015.
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 September 4, 2007.
2005 Executives Deferred Compensation Plan, incorporated by reference to Exhibit 10.5 of the
Corporation’s Form 8-K filed September 4, 2007.
2005 Executives Supplemental Retirement Plan, incorporated by reference to Exhibit 10.6 of the
Corporation’s Form 8-K filed September 4, 2007.
First Financial Corporation 2010 Long-Term Incentive Compensation Plan, incorporated by reference to
Exhibit 10.9 to 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 to the Corporation’s Form 10-K filed March 15, 2011.
First Financial Corporation 2011 Omnibus Equity Incentive Plan, incorporated by reference to exhibit
10.11 to the Corporation’s Form 10-Q filed May 9, 2011.
Form of Restricted Stock Award Agreement, incorporated by reference to exhibit 10.12 to the Corporations
10-Q filed May 10, 2012.
continued
88
Exhibit Number
10.13*
10.14*
10.15*
10.16*
21
31.1
31.2
32.1
32.2
101.
Description
Employment Agreement for Norman D. Lowery, dated December 28, 2015, incorporated by reference to
Exhibit 10.1 of the Corporation’s Form 8-K filed December 29, 2015.
Employment Agreement for Rodger A. McHargue, dated December 28, 2015, incorporated by reference to
Exhibit 10.2 of the Corporation’s Form 8-K filed December 29, 2015.
Employment Agreement for Steven H. Holliday, dated December 28, 2015, incorporated by reference to
Exhibit 10.3 of the Corporation’s Form 8-K filed December 29, 2015.
Employment Agreement for Karen L. Stinson-Milienu, dated December 28, 2015, incorporated by
reference to Exhibit 10.4 of the Corporation’s Form 8-K filed December 29, 2015.
Subsidiaries
Certification pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal Executive Officer
Certification pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal Financial Officer
Certification pursuant to 18 U.S.C. Section 1350 of Principal Executive Officer
Certification pursuant to 18 U.S.C. Section 1350 of Principal Financial Officer
The following material from First Financial Corporation’s Form 10-K Report for the annual period ended
December 31, 2015, formatted in XBRL pursuant to Rule 405 of Regulation S-T: (i) the Consolidated
Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the
Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Changes in Shareholders’
Equity, and (v) the Notes to Consolidated Financial Statements**
* Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.
**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.
(b) Exhibits-Filed Exhibits to (a) (3) listed above are attached to this report.
(c) Financial Statements Schedules-No schedules are required to be submitted. See response to ITEM 15(a) (2).
89
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
Date: March 9, 2016
First Financial Corporation
/s/ Rodger A. McHargue
Rodger A. McHargue, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
90
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
DATE
March 9, 2016
March 9, 2016
March 9, 2016
March 9, 2016
March 9, 2016
March 9, 2016
March 9, 2016
March 9, 2016
March 9, 2016
March 9, 2016
March 9, 2016
NAME
/s/ Rodger A. McHargue
Rodger A. McHargue, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
/s/ W. Curtis Brighton
W. Curtis Brighton, Director
/s/ B. Guille Cox, Jr.
B. Guille Cox, Jr., Director
/s/ Thomas T. Dinkel
Thomas T. Dinkel, Director
/s/ Anton H. George
Anton H. George, Director
/s/ Gregory L. Gibson
Gregory L. Gibson, Director
/s/ Norman L. Lowery
Norman L. Lowery, Vice Chairman, President, CEO & Director
(Principal Executive Officer)
/s/ Ronald K. Rich
Ronald K. Rich, Director
/s/ Virginia L. Smith
Virginia L. Smith, Director
/s/ William J. Voges
William J. Voges, Director
/s/ William R. Krieble
William R. Krieble, Director
91
Exhibit
Number
21
Subsidiaries
EXHIBIT INDEX
Description
31.1
Certification Pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal Executive Officer
31.2
Certification Pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal Financial Officer
32.1
Certification Pursuant to Rule 18 U.S.C. Section 1350 of Principal Executive Officer
32.2
Certification Pursuant to Rule 18 U.S.C. Section 1350 of Principal Financial Officer
101.
The following material from First Financial Corporation’s Form 10-K Report for the annual period ended
December 31, 2015, formatted in XBRL pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance
Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statements
of Cash Flows, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, and (v) the Notes to
Consolidated Financial Statements.*
*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.
92
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Locations
Indiana
Vigo County
Terre Haute Main Office*
One First Financial Plaza
Sixth & Wabash
812-238-6000
Honey Creek Mall*
3401 U.S. 41 South
812-238-6000
Industrial Park*
1749 East Industrial Drive
812-238-6000
Maple Avenue*
4065 Maple Avenue
812-238-6000
Meadows*
350 South 25th Street
812-238-6000
Plaza North*
1800 East Fort Harrison Road
812-238-6000
Seelyville*
9520 East U.S. 40
812-238-6000
Southland*
3005 South Seventh Street
812-238-6000
Springhill*
4500 U.S. 41 South
812-238-6000
Sycamore Terrace*
2425 South State Road 46
812-238-6000
West Terre Haute*
309 National Avenue
812-238-6000
The Morris Plan Company
of Terre Haute
817 Wabash Avenue
812-238-6063
Clay County
Brazil*
7995 North State Road 59
812-443-4481
Brazil Eastside*
2180 East National Avenue
812-448-8110
Clay City*
502-504 Main Street
812-939-2145
Davis County
Washington*
300 East Main Street
812-257-8860
Gibson County
Princeton*
1501 West Broadway
812-385-0235
Greene County
Worthington*
9 North Commercial Street
812-875-3021
Knox County
Sandborn
102 North Anderson Street
812-694-8463
Vincennes*
2707 North Sixth Street
812-882-4800
Vincennes*
619 Main Street
812-886-9690
Parke County
Rockville*
1311 North Lincoln Road
765-569-3171
Rockville Drive-Up*
120 East Ohio Street
765-569-3442
Marshall
10 South Main Street
765-597-2261
Montezuma*
232 East Crawford Street
765-245-2706
Putnam County
Greencastle*
101 South Warren Drive
765-653-4444
Sullivan County
Sullivan*
15 South Main Street
812-268-3331
Dugger*
879 South Third Street
812-648-2251
Farmersburg*
819 West Main Street
812-696-2106
Hymera*
102 South Main Street
812-383-4933
Vanderburgh County
Evansville*
12600 Highway 41 North
812-868-8850
Vermillion County
Newport*
100 West Market Street
765-492-3321
Cayuga
101 South Division Street
765-492-3391
Clinton*
221 South Main Street
765-832-3504
Clinton Crown Hill*
1775 South State Road 163
765-832-5546
Illinois
Champaign County
Champaign*
1205 South Neil Street
217-352-6700
Champaign*
1611 South Prospect Avenue
217-351-6620
Mahomet*
202 Eastwood Drive
217-586-5322
Urbana*
2510 South Philo Road
217-344-1300
Urbana*
410 North Broadway
217-351-2701
Clark County
Marshall*
215 North Michigan
217-826-6311
Coles County
Charleston*
820 West Lincoln Avenue
217-345-4824
Charleston East*
605 Lincoln Avenue
217-345-2101
Mattoon*
101 Broadway Avenue East
217-258-8940
Crawford County
Robinson*
108 West Main Street
618-544-8666
Robinson Motor Bank
602 West Walnut Street
618-544-3355
Franklin County
Benton*
400 Public Square
618-439-4341
West Frankfort*
212 West Oak Street
618-932-3131
Jasper County
Newton*
601 West Jourdan Street
618-783-2022
Jefferson County
Mount Vernon*
900 Main Street
618-242-4000
Mount Vernon Drive-Up*
3303 Broadway
618-242-1779
Lawrence County
Lawrenceville*
1601 State Street
618-943-3323
Livingston County
Pontiac Main*
233 North Mill Street
815-842-8131
Pontiac West*
1023 West Reynolds Street
815-842-8164
Marion County
Salem*
401 West Main Street
618-548-2265
Salem Drive-Up*
1365 West Main Street
618-548-5293
McLean County
Bloomington*
#1 Brickyard Drive Suite 301
309-661-9993
Bloomington*
Towanda Plaza
1218 Towanda Avenue
309-834-6216
Gridley
325 Center Street
309-747-2100
Montgomery County
Hillsboro*
420 South Main Street
217-532-3926
Richland County
Olney*
240 East Chestnut Street
618-395-8676
Olney*
1110 South West Street
618-395-2112
Vermilion County
Danville
One Towne Centre
217-442-0362
Danville*
2750 North Vermilion Street
217-431-8750
Danville*
901 North Gilbert Street
217-431-3486
Danville Drive-Up*
421 South Gilbert Street
217-477-4510
Danville Motor Bank
101 West Main Street
217-443-3519
Ridge Farm*
11 South State Street
217-247-2126
Westville*
101 East Main Street
217-267-2147
Wayne County
Fairfield*
303 West Delaware
618-842-2145
Insurance
Forrest Sherer Insurance
of Terre Haute
24 North Ohio Street
812-232-0441
1219 Ohio Street
812-232-0441
Forrest Sherer Insurance
of Evansville
7525 East Virginia Street
812-232-0441
*FirstPlus 24-hour ATM available
One First Financial Plaza
Terre Haute, IN 47807
812.238.6000 | 800.511.0045
www.first-online.com
First Financial Corporation